Barton Solar Acquisition 1012G Registration of securities

UNITED STATES

. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL

BUSINESS ISSUERS

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

BARTON SOLAR ACQUISITION INC.

(Name of Small Business Issuer in its charter)


Nevada	20-5080271
(State or other jurisdiction of	(I.R.S. employer
incorporation or formation)	identification number)

1300 E. Lafayette, Suite 905	48207
Detriot, MI
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number:734-418-3004

Securities to be registered under Section 12(b) of the Act: none

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

Title of each class

Name of Exchange on which to be so registered each class is to be registered Common Stock, $.001 N/A

INDEX

Item 1 – Description of Business

Item 2 – Management’s Discussion and Analysis or Plan of Operation

Item 3 – Description of Property

Item 4 – Security Ownership of Certain Beneficial Owners &

Management

Item 5 – Directors, Executive Officers, Promoters & Control Persons

Item 6 – Executive Compensation

Item 7 – Certain Relationships and Related Transactions

Item 8 – Description of Securities

PART II

Item 1 – Market for Common Equity & Related Stockholder Matters

Item 2 – Legal Proceedings

Item 3 – Changes in & Disagreements with Accountants on Accounting

& Financial Disclosure

Item 4 – Recent Sales of Unregistered Securities

Item 5 – Indemnification of Directors and Officers

Part F/S

Financial Statements

Index to Exhibits

Signatures

ITEM 1. DESCRIPTION OF BUSINESS

(a)

Business Development

Barton Solar Acquisition Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Nevada on June 8, 2006. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company.

(b)

Business of Issuer

The Company, based on proposed business activities, is a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange Act”) and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does n ot intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent, that desires to employ our funds in its business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities has and will be undertaken by or under the supervision of the sole officer and director of the Registrant. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:

(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e) The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;

(f) The extent to which the business opportunity can be advanced;

(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

(h) Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant's limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

FORM OF ACQUISITION

The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating stre ngth of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.

The present stockholder of the Registrant will likely not have control of a majority of the voting shares of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant's directors may resign and new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of

management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

We presently have no employees apart from our management. Our officers and sole director are engaged in outside business activities and anticipates they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act once this Registration Statement becomes effective.

(3) The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

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

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury.

During the next 12 months we anticipate incurring costs related to:

(i)

filing of Exchange Act reports, and

(ii)

costs relating to consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

None of our officers or our director have had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business comb inations may occur in many different industries and at various stages of development, all of which will

make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Sources of Business Opportunities

The Company intends to use various sources in its search for potential business opportunities including its officer and director, consultants, special advisors, securities broker-dealers, venture capitalists, member of the financial community and others who may present management with unsolicited proposals. Because of the Company=s limited capital, it may not be able to retain on a fee basis professional firms specializing in business acquisitions and reorganizations. The Company will most likely have to rely on outside sources, not otherwise associated with the Company, that will accept their compensation only after the Company has finalized a successful acquisition or merger. The Company will rely upon the expertise and contacts of such persons, will use notices in written publications and personal contacts to find merger and acquisition candidates, the exact number of such contacts dependent upon the skill and industriousness of the participants and the conditions of the marketplace. None of the participants in the process will have any past business relationship with management. To date the Company has not engaged nor entered into any definitive agreements nor understandings regarding retention of any consultant to assist the Company in its search for business opportunities, nor is management presently in a position to actively seek or retain any prospective consultants for these purposes.

The Company does not intend to restrict its search to any specific kind of industry or business. The Company may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which the Company may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of, or merger with, an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Company could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation without the time and expense typically associated with an initial public offering.

Evaluation

Once the Company has identified a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted or whether further investigation is necessary. Such determination will generally be based on management=s knowledge and experience, (limited solely to working history - See AItem 5. Directors, Executive Officers, etc.@) or with the assistance of outside advisors and consultants evaluating the preliminary information available to them. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of the Company=s limited capital it may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity. Management will not devote full time to finding a merger candidate, will continue to engage in out side unrelated activities, and anticipates devoting no more than an average of five (5) hours weekly to such undertaking.

In evaluating such potential business opportunities, the Company will consider, to the extent relevant to the specific opportunity, several factors including potential benefits to the

Company and its shareholders; working capital, financial requirements and availability of additional financing; history of operation, if any; nature of present and expected competition; quality and experience of management; need for furtherresearch, development or exploration; potential for growth and expansion; potential for profits; and other factors deemed relevant to the specific opportunity.

Because the Company has not located or identified any specific business opportunity as of the date hereof, there are certain unidentified risks that cannot be adequately expressed prior to the identification of a specific business opportunity. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many of the potential business opportunities available to the Company may involve new and untested products, processes or market strategies which may not ultimately prove successful.

Form of Potential Acquisition or Merger

Presently the Company cannot predict the manner in which it might participate in a prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which the Company participates in a specific business opportunity will depend upon the nature of that opportunity, the respective needs and desires of the Company and management of the opportunity, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or consolidation. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization, however, the Company does not intend to participate in opportunities through the purchase of minority stock positions.

Because of the Company=s current status of inactivity since inception May 9, 2000, and its concomitant lack of assets and relevant operating history, it is likely that any potential merger or acquisition with another operating business will require substantial dilution to the Company=s existing shareholders= interests. There will probably be a change in control of the Company, with the incoming owners of the targeted merger or acquisition candidate taking over control of the Company. Management has not established any guidelines as to the amount of control it will offer to prospective business opportunity candidates, since this issue will depend to a large degree on the economic strength and desirability of each candidate, and the corresponding relative bargaining power of the parties. However, management will endeavor to negotiate the best possible terms for the benefit of the Company=s shareholders as the case arises. Management may actively negotiate or otherwise consent to the purchase of any portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition. In such an event, existing shareholders may not be afforded an opportunity to approve or consent to any particular stock buy-out transaction. However the terms of the sale of shares held by present management of the Company will be extended equally to all other current shareholders.

Management does not have any plans to borrow funds to compensate any persons, consultants, or promoters in conjunction with its efforts to find and acquire or merge with another business opportunity. Management does not have any plans to borrow funds to pay compensation to any prospective business opportunity, or shareholders, management, creditors, or other potential parties to the acquisition or merger. In either case, it is unlikely that the Company would be able to borrow significant funds for such purposes from any conventional lending sources. In all probability, a public sale of the Company=s securities would also be unfeasible,

and management does not contemplate any form of new public offering at this time. In the event that the Company does need to raise capital, it would most likely have to rely on the private sale of its securities. Such a private sale would be limited to persons exempt under the Commissions=s Regulation D or other rule, or provision for exemption, if any applies. However, no private sales are contemplated by the Company’s management at this time. If a private sale of the Company=s securities is deemed appropriate in the future, management will endeavor to acquire funds on the best terms available to the Company. However, there can be no assurance that the Company will be able to obtain funding when and if needed, or that such funding, if available, can be obtained on terms reasonable or acceptable to the Company. The Company does not anticipate using Regulation S promulgated under the Securities Act of 1933 to raise any funds any time within the next year, subject only to its potential applicability after consummation of a merger or acquisition.

In the event of a successful acquisition or merger, a finder=s fee, in the form of cash or securities of the Company, may be paid to persons instrumental in facilitating the transaction. The Company has not established any criteria or limits for the determination of a finder=s fee, although most likely an appropriate finder=s fee will be negotiated between the parties, including the potential business opportunity candidate, based upon economic considerations and reasonable value as estimated and mutually agreed upon at that time. A finder=s fee would only be payable upon completion of the proposed acquisition or merger in the normal case, and management does not contemplate any other arrangement at this time. Current management has not in the past used any particular consultants, advisors or finders. Management has not actively undertaken a search for, nor retention of, any finder=s fee arran gement with any person. It is possible that a potential merger or acquisition candidate would have its own finder=s fee arrangement, or other similar business brokerage or investment banking arrangement, whereupon the terms may be governed by a pre-existing contract; in such case, the Company may be limited in its ability to affect the terms of compensation, but most likely the terms would be disclosed and subject to approval pursuant to submission of the proposed transaction to a vote of the Company=s shareholders. Management cannot predict any other terms of a finder=s fee arrangement at this time. If such a fee arrangement was proposed, independent management and directors would negotiate the best terms available to the Company so as not to compromise the fiduciary duties of the representative in the proposed transaction, and the Company would require that the proposed arrangement would be submitted to the shareholders for prior ratification in an appropriate manner.

RISK FACTORS

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders.

Our business is difficult to evaluate because we have no operating history.

As the Company has no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business

combination. The Company has had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and co nsummating a successful business combination.

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

The Company has no existing agreement for a business combination or other transaction.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company's affairs in total. Our officers have not entered into a written

employment agreement with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company may be subject to further government regulation which would adversely affect our operations.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

There is currently no trading market for our common stock.

Outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on bot h parties to the transaction.

Our business will have no revenues unless and until we merge with or acquire an operating business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

The Company intends to issue more shares in a merger or acquisition, which will result in substantial dilution.

Our Certificate of Incorporation authorizes the issuance of a maximum of 75,000,000 shares of common stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occ ur and the rights of the holders of common stock might be materially and adversely affected.

The Company has conducted no market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.

The Company has neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in

will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Because we may seek to complete a business combination through a “reverse merger”, following such a transaction we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

We cannot assure you that following a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule , imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

There is no public market for our common stock, nor have we ever paid dividends on our common stock.

There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and such business files a registration statement under the Securities Act. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

This registration statement contains forward-looking statements and information relating to us, our industry and to other businesses.

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may

cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

Rights of Shareholders

. The Company does intend to provide its shareholders with complete disclosure documentation including audited finance statements concerning a target company and its business prior to any mergers or acquisitions.

Competition

Because the Company has not identified any potential acquisition or merger candidate, it is unable to evaluate the type and extent of its likely competition. The Company is aware that there are several other public companies with only nominal assets that are also searching for operating businesses and other business opportunities as potential acquisition or merger candidates. The Company will be in direct competition with these other public companies in its search for business opportunities and, due to the Company=s limited funds, it may be difficult to successfully compete with these other companies.

Employees

As of the date hereof, the Company does not have any employees and has no plans for retaining employees until such time as the Company=s business warrants the expense, or until the Company successfully acquires or merges with an operating business. The Company may find it necessary to periodically hire part-time clerical help on an as-needed basis. The funds needed in this case will be advanced by Mr. Klamka.

ITEM 3. DESCRIPTION OF PROPERTY

The Company neither rents nor owns any properties. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

The Company is currently using at no cost to the Company, as its principal place of business offices of one of its directors and officer (provided at no cost), located in Detroit, Michigan. Although the Company has no written agreement and pays no rent for the use of this facility, it is contemplated that at such future time as an acquisition or merger transaction may be completed, the Company will secure commercial office space from which it will conduct its business. Until such an acquisition or merger, the Company lacks any basis for determining the kinds of office space or other facilities necessary for its future business. The Company has no current plans to secure such commercial office space. It is also possible that a merger or acquisition candidate would have adequate existing facilities upon completion of such a transaction, and the Company=s principal offices may be transferred to such e xisting facilities.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security ownership of certain beneficial owners.

The following table sets forth, as of June 9, 2006, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company.

Name and Address

Amount and Nature of Beneficial Ownership

Percentage of Class

Peter Klamka

Ann Arbor, MI

Barton PK, LLC(1)

100,000

100%

1300 E Lafayette#905

Detroit, MI 48207

(1) Barton PK, LLC is owned 100% by Mr. Peter Klamka

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our officers and directors and additional information concerning them are as follows:

NAME

AGE

POSITION

Peter Klamka

President, Secretary, Director Peter Klamka has been our Chairman of the Board, Secretary and Chief Executive Officer since inception in 2006. Mr. Klamka has been active in a number of public companies including Legend Mobile Inc. which is a reporting company where he serves as the sole officer and director. Mr. Klamka is a member of the Board of Directors and the Chief Executive Officer of GiraSolar Inc. which is a reporting company. He is also a member of the board of directors of Phoenix Interests Inc. which is also a reporting company. He has been active in a number of licensing and branding businesses since 1995. He received his Bachelor of Arts Degree from the University of Michigan in 1990.

The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified.

B. Significant Employees. None.

C. Family Relationships. N/A

D. Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

E. The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial

resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

PRIOR BLANK CHECK COMPANY EXPERIENCE

As indicated below, members of the management also serve as officers and directors of

1. Raran Corporation. The registration statement was filed on June 26, 2006. The SEC file number is 000-52081. Its status is pending. There are no business combinations at this time. Mr. Klamka serves as the President, Secretary, and Sole Director.

2. DRC Eneroy Inc. The filing date is same as hereof. Its status is pending. There are no business combinations at this time. Mr. Klamka serves as the President, Secretary, and Sole Director.

3. Solar Acquisition Corp. The filing date is same as hereof. Its status is pending. There are no business combinations at this time. Mr. Klamka serves as the President, Secretary, and Sole Director.

ITEM 6. EXECUTIVE COMPENSATION

The Company’s sole officer and directors has not received any cash remuneration since inception. Officers will not receive any remuneration upon completion of the offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs.

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 8. DESCRIPTION OF SECURITIES

(a) Common Stock.

The Company is authorized to issue 75,000,000 shares of common stock, par value $.001, of which 100,000 shares are issued and outstanding as of the date hereof. All shares of common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of Common Stock entitles the holder thereof to (i) one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; (ii) to participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefor; and (iii) to participate pro rata in any distribution of assets available for distribution upon liquidation of the Company. Stockholders of the Company have no pre-emptive rights to acquire additional shares of Common Stock or any other securities. The Common Stock is not subjec t to redemption and carries no subscription or conversion rights. All outstanding shares of common stock are fully paid and non-assessable.

The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to this Form 10-SB.

(b) Other Securities To Be Registered. None.

PART II

ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) No shares of the Company=s common stock have previously been registered with the Securities and Exchange Commission (the A Commission) or any state securities agency or authority. The Company intends to make application to the NASD for the Company=s shares to be quoted on the OTC Bulletin Board. The application to the NASD will be made during the Commission comment period for this Form 10-SB or immediately thereafter. The Company=s application to the NASD will consist of current corporate information, financial statements and other documents as required by Rule 15c211 of the Securities Exchange Act of 1934, as amended. Inclusion on the OTC Bulletin Board permits price quotation for the Company=s shares to be published by such service.

The Company is not aware of any existing trading market for its common stock. The Company=s common stock has never traded in a public market. There are no plans, proposals, arrangements or understandings with any person(s) with regard to the development of a trading market in any of the Company=s securities.

If and when the Company=s common stock is traded in the over-the-counter market, most likely the shares will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange Act), commonly referred to as the A penny stock rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer=s net tangible

assets; or exempted from the definition by the Commission. If the Company=s shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser=s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Company's common stock and may affect the ability of shareholders to sell their shares.

(b) Holders. As of June 23, 2006, there was one record holder of 100,000 shares of the Company's Common Stock.

(c) Dividends. The Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant's business.

ITEM 2. LEGAL PROCEEDINGS.

Presently, there are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and the Registrant does not know nor is it aware of any legal proceedings threatened or contemplated against it.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There are not and have not been any disagreements between the Registrant and its accountants on any matter of accounting principles, practices or financial statement disclosure.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

The Registrant issued 100,000 shares of Common Stock on May 19, 2006, to Barton PK LLC for an aggregate purchase price of $100.00. The Registrant sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.

No securities have been issued for services. Neither the Registrant nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser as consideration for the shares issued.

All purchasers represented in writing that they acquired the securities for their own accounts. A legend was placed on the stock certificates stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom, but may not be sold pursuant to the exemptions

provided by Section 4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance with the letter from Richard K. Wulff, Chief of the Office of Small Business Policy of the Securities and Exchange Commission’s Division of Corporation Finance, to Ken Worm of NASD Regulation, Inc., dated January 21, 2000.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The by-laws contains provisions providing for the indemnification of directors and officers of the Company as follows:

(a) The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is otherwise serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to

any criminal action or proceeding, has no reasonable cause to believe his conduct is unlawful. The termination of any action, suit or proceeding, by judgment, order, settlement, conviction upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe the action was unlawful.

(b) The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not, opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

(c) To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under Section (a) or (b) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the officer, director and employee or agent is proper in the circumstances, because he has met the applicable standard of conduct set forth in Section (a) or (b) of this Article. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for purpose.

(e) Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition or such action, suit or proceeding, as authorized in Section (d) of this Article, upon receipt of an understanding by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.

(f) The Board of Directors may exercise the corporation's power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article.

(g) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Amended Articles of Incorporation, the Bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representative of such a person.

The Company’s Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.

PART F/S

BARTON SOLAR ACQIUSITION, INC.

A DEVELOPMENT STAGE COMPANY

- TABLE OF CONTENTS -

Page

F - 1

Financial Statements: Report of Independent Registered Public Accounting Firm

F - 2 Balance Sheet as of June 23, 2006

F – 3

Statements of Operations for the Cumulative Period from Inception (June 8, 2006) through May 31, 2006

F - 4

Statements of Stockholders’ Deficiency for the Period from Inception

(June 8, 2006) through June 23, 2006

F - 5

Statements of Cash Flows for the Cumulative Period from Inception (June 8,

2006) through June 23, 2006

F - 6 - F - 9

Notes to Financial Statements

E. Randall Gruber, CPA, PC

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Barton Solar Acquisition, Inc.

A Development Stage Company

I have audited the accompanying balance sheet of Barton Solar Acquisition, Inc.,(a development stage company), as of June 23, 2006, and the related statements of operations, stockholders' deficiency, and cash flows for the period from June 8, 2006 (date of inception) through June 23, 2006. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Barton Solar Acquisition, Inc., (a development stage company), as of June 23, 2006 and the results of its operations and its cash flows for the period June 8, 2006 (date of inception) through June 23, 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a stockholders’ deficiency and a deficit accumulated during the development stage, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

E. Randall Gruber, CPA, PC

Lake Saint Louis, Missouri

July 13, 2006

400 Lake Saint Louis Boulevard, Lake Saint, Missouri 63367

Telephone (636)561-5639 Fax (636)561-0735

F-1


BARTON SOLAR ACQUISITION, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT JUNE 23, 2006

ASSETS

CURRENT
Cash										$ 100

TOTAL ASSETS										100

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT
Accounts Payable										5,500
Note payable-Related party										2,850

TOTAL LIABILITIES										8,350

STOCKHOLDERS’ EQUITY

Common stock, authorized, 75,000,000 shares, par value $.001
- issued and outstanding, 100,000										100

Deficit accumulated during development stage										(8,350)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)										(8,250)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY										$ 100

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

F-2



BARTON SOLAR ACQUISITION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FROM INCEPTION(JUNE 8, 2006) TO JUNE 23, 2006

REVENUE									$ -

OPERATING EXPENSES

Professional fees									8,000
General and administrative									350

Total Operating Expenses									8,350

NET LOSS									$ (8,350)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING									100,000

BASIC AND DILUTED LOSS PER SHARE									$ (0.08)

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

F-3



BARTON SOLAR ACQUISITION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FROM INCEPTION (JUNE 8, 2006) TO JUNE 23, 2006

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss									$ (8,350)
Changes in assets and liabilities
Increase in accounts payable									5,500

Cash Used In Operating Activities									(2,850)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock									100
Note payable									2,850

Cash Provided By Financing Activities									2,950

NET CHANGE IN CASH									100

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD									-

CASH AND CASH EQUIVALENTS – JUNE 23, 2006									$ 100

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

F-4


BARTON SOLAR ACQUISITION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FROM INCEPTION (JUNE 8, 2006) TO JUNE 23, 2006


			DEFICIT
			ACCUMULATED
			DURING
	COMMON STOCK		DEVELOPMENT
	SHARES	AMOUNT	STAGE	TOTAL

Balance – June 8, 2006	-	$ -	$ -	$ -

Common stock issued	100,000	100	-	100

Net loss	-	-	(8,350)	(8,350)

Balance – June 23, 2006	100,000	$ 100	$ (8,350)	$ (8,250)

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

F-5

BARTON SOLAR ACQUISITION, INC.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


	*(a)*	*Organization and Business:*

BARTON SOLAR ACQUISITION, INC. (the “Company”) was incorporated in the State of Nevada on June 8, 2006 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible merger, acquisition or other business combination with an operating business.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.


	*(b)*	*Basis of Presentation:*

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. At the balance sheet date, the Company has a stockholders’ deficiency and a deficit accumulated during the development stage. Management plans to issue more shares of common stock in order to raise funds.


	*(c)*	*Use of Estimates:*

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


	*(d)*	*Cash and Cash Equivalents:*

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.


	*(e)*	*Income Taxes:*

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.

F-6

BARTON SOLAR ACQUISITION, INC.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued):


	*(f)*	*Loss per Common Share:*

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.


	*(g)*	*Fair Value of Financial Instruments:*

The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity. The note payable approximates fair value based on market rates available to the Company for financing with similar terms.

NOTE 2 -

NOTE PAYABLE:

Notes payable from a related party is unsecured, non-interest bearing and has no fixed terms of repayment.

NOTE 3 - CAPITAL STOCK:

The total number of shares of capital stock which the Company shall have authority to issue is seventy-five million (75,000,000) common shares with a par value of $.001. On June 9, 2006, the company issued 100,000 shares at par value of $.001 for $100.

Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS:

In December 2004, FASB issued Statement No. 123 (revised 2004), “Share-Based Payment” (SFAS 123 (revised 2004), effective for public entities that file as small business issuers as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. This Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. SFAS 123 (revised 2004) eliminates the alternative to use Opinion No. 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. Under Opinion 25, issuing stock options to employee generally resulted in recognition of no compensation cost. This Statement requires entities to recognize the &n bsp;

F-7

BARTON SOLAR ACQUISITION, INC.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS (continued):

cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). Recognition of that compensation cost helps users of financial statements to better understand the economic transactions affecting an entity and to make better resource allocation decisions. The Company is required to adopt Statement 123 (revised 2004) as of January 1, 2006, and does not expect this statement to have a material effect on its results of operations.

In May 2005, FASB issued SFAS No. 154, “Accounting Changes and Error Corrections - a Replacement of APB Opinion No. 20 (Accounting Changes) and FASB No. 3 (Reporting Accounting Changes in Interim Financial Statements),” that changes requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustme nt be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable.

Statement 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005 (calendar year 2006). Early adoption is permitted.

F-8

PART III

ITEM 1. INDEX TO EXHIBITS.

Exhibit Number

Description

3.1

Certificate of Incorporation.

3.2

By-Laws.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 10 , 2006

BARTON SOLAR ACQUISITION INC..

By:/s/Peter Klamka

Name: Peter Klamka

Title: President

BY-LAWS

BARTON SOLAR ACQUISITION INC..

ARTICLE I

STOCKHOLDERS

------------

SECTION 1.1 ANNUAL MEETINGS. An annual meeting of stockholders shall be

held for the election of Directors at such date, time and place either within or

without the State of Nevada as may be designated by the Board of Directors

from time to time. Any other proper business may be transacted at the annual

meeting.

SECTION 1.2 SPECIAL MEETINGS. Special meetings of stockholders may be

called at any time by the Chairman of the Board, if any, the Vice Chairman of

the Board, if any, or the President to be held at such date, time and place

either within or without the State of Delaware as may be stated in the notice of

the meeting. A special meeting of stockholders shall be called by the Secretary

upon the written request, stating the purpose of the meeting, of stockholders

who together own of record a majority of the outstanding shares of each class of

stock entitled to vote at such meeting.

SECTION 1.3 NOTICE OF MEETINGS. Whenever stockholders are required or

permitted to take any action at a meeting, a written notice of the meeting shall

be given which shall state the place, date and hour of the meeting, and, in the

case of a special meeting, the purpose or purposes for which the meeting is

called. Unless otherwise provided by law, the written notice of any meeting

shall be given not less than ten nor more than sixty days before the date of the

meeting to each stockholder entitled to vote at such meeting. If mailed, such

notice shall be deemed to be given when deposited in the United States mail,

postage prepaid, directed to the stockholder at such stockholder's address as it

appears on the records of the Corporation.

SECTION 1.4 ADJOURNMENTS. Any meeting of stockholders, annual or

special, may adjourn from time to time to reconvene at the same or some other

place, and notice need not be given of any such adjourned meeting if the time

and place thereof are announced at the meeting at which the adjournment is

taken. At the adjourned meeting the Corporation may transact any business which

might have been transacted at the original meeting. If the adjournment is for

more than thirty days, or if after the adjournment a new record date is fixed

for the adjourned meeting, a notice of the adjourned meeting shall be given to

each stockholder of record entitled to vote at the meeting.

<PAGE>

SECTION 1.5 QUORUM. At each meeting of stockholders, except where

otherwise provided by law or the certificate of incorporation or these by-laws,

the holders of a majority of the outstanding shares of each class of stock

entitled to vote at the meeting, present in person or represented by proxy,

shall constitute a quorum. For purposes of the foregoing, two or more classes or

series of stock shall be considered a single class if the holders thereof are

entitled to vote together as a single class at the meeting. In the absence of a

quorum the stockholders so present may, by majority vote, adjourn the meeting

from time to time in the manner provided by Section 1.4 of these by-laws until a

quorum shall attend. Shares of its own capital stock belonging on the record

date for the meeting to the Corporation or to another corporation, if a majority

of the shares entitled to vote in the election of directors of such other

corporation is held, directly or indirectly, by the Corporation, shall neither

be entitled to vote nor be counted for quorum purposes; provided, however, that

the foregoing shall not limit the right of the Corporation to vote stock,

including but not limited to its own stock, held by it in a fiduciary capacity.

SECTION 1.6 ORGANIZATION. Meetings of stockholders shall be presided

over by the Chairman of the Board, if any, or in the absence of the Chairman of

the Board by the Vice Chairman of the Board, if any, or in the absence of the

Vice Chairman of the Board by the President, or in the absence of the President

by a Vice President, or in the absence of the foregoing persons by a chairman

designated by the Board of Directors, or in the absence of such designation by a

chairman chosen at the meeting. The Secretary, or in the absence of the

Secretary an Assistant Secretary, shall act as secretary of the meeting, but in

the absence of the Secretary and any Assistant Secretary the chairman of the

meeting may appoint any person to act as secretary of the meeting.

SECTION 1.7 VOTING; PROXIES. Unless otherwise provided in the

certificate of incorporation, each stockholder entitled to vote at any meeting

of stockholders shall be entitled to one vote for each share of stock held by

such stockholder which has voting power upon the matter in question. If the

certificate of incorporation provides for more or less than one vote for any

share on any matter, every reference in these by-laws to a majority or other

proportion of stock shall refer to such majority or other proportion of the

votes of such stock. Each stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent to corporate action in writing

without a meeting may authorize another person or persons to act for such

stockholder by proxy, but no such proxy shall be voted or acted upon after three

years from its date, unless the proxy provides for a longer period. A duly

executed proxy shall be irrevocable if it states that it is irrevocable and if,

and only as long as, it is coupled with an interest sufficient in law to support

an irrevocable power. A stockholder may revoke any proxy which is not

irrevocable by attending the meeting and voting in person or by filing an

instrument in writing revoking the proxy or another duly executed proxy bearing

a later date with the Secretary of the Corporation. Voting at meetings of

stockholders need not be by written ballot and need not be conducted by

inspectors unless the holders of a majority of the outstanding shares of all

classes of stock entitled to vote thereon present in person or by proxy at such

meeting shall so determine. At all meetings of stockholders for the election of

directors a plurality of the votes cast shall be sufficient to elect. With

respect to other matters, unless otherwise provided by law or by the certificate

of incorporation or these by-laws, the affirmative vote of the holders of a

majority of the shares of all classes of stock present in person or represented

by proxy at the meeting and entitled to vote on the subject matter shall be the

<PAGE>

act of the stockholders, provided that (except as otherwise required by law or

by the certificate of incorporation) the Board of Directors may require a larger

vote upon any such matter. Where a separate vote by class is required, the

affirmative vote of the holders of a majority of the shares of each class

present in person or represented by proxy at the meeting shall be the act of

such class, except as otherwise provided by law or by the certificate of

incorporation or these by-laws.

SECTION 1.8 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In

order that the Corporation may determine the stockholders entitled to notice of

or to vote at any meeting of stockholders or any adjournment thereof, or to

express consent to corporate action in writing without a meeting, or entitled to

receive payment of any dividend or other distribution or allotment of any

rights, or entitled to exercise any rights in respect of any change, conversion

or exchange of stock or for the purpose of any other lawful action, the Board of

Directors may fix, in advance, a record date, which shall not be more than sixty

nor less than ten days before the date of such meeting, nor more than sixty days

prior to any other action. If no record date is fixed: (1) the record date for

determining stockholders entitled to notice of or to vote at a meeting of

stockholders shall be at the close of business on the day next preceding the day

on which notice is given, or, if notice is waived, at the close of business on

the day next preceding the day on which the meeting is held; (2) the record date

for determining stockholders entitled to express consent to corporate action in

writing without a meeting, when no prior action by the Board is necessary, shall

be the day on which the first written consent is expressed; and (3) the record

date for determining stockholders for any other purpose shall be at the close of

business on the day on which the Board adopts the resolution relating thereto. A

determination of stockholders of record entitled to notice of or to vote at a

meeting of stockholders shall apply to any adjournment of the meeting; provided,

however, that the Board may fix a new record date for the adjourned meeting.

SECTION 1.9 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall

prepare and make, at least ten days before every meeting of stockholders, a

complete list of the stockholders entitled to vote at the meeting, arranged in

alphabetical order, and showing the address of each stockholder and the number

of shares registered in the name of each stockholder. Such list shall be open to

the examination of any stockholder, for any purpose germane to the meeting,

during ordinary business hours, for a period of at least ten days prior to the

meeting, either at a place within the city where the meeting is to be held,

which place shall be specified in the notice of the meeting, or, if not so

specified, at the place where the meeting is to be held. The list shall also be

produced and kept at the time and place of the meeting during the whole time

thereof and may be inspected by any stockholder who is present.

SECTION 1.10 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action

required by law to be taken at any annual or special meeting of stockholders of

the Corporation, or any action which may be taken at any annual or special

meeting of such stockholders, may be taken without a meeting, without prior

notice and without a vote, if a consent in writing, setting forth the action so

taken, shall be signed by the holders of outstanding stock having not less than

the minimum number of votes that would be necessary to authorize or take such

action at a meeting at which all shares entitled to vote thereon were present

and voted. Prompt notice of the taking of the corporate action without a meeting

by less than unanimous written consent shall be given to those stockholders who

have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

------------------

SECTION 2.1 POWERS; NUMBER; QUALIFICATIONS. The business and affairs of

the Corporation shall be managed by or under the direction of the Board of

Directors, except as may be otherwise provided by law or in the certificate of

incorporation. The Board shall consist of one or more members, the number

thereof to be determined from time to time by the Board. Directors need not be

stockholders.

SECTION 2.2 ELECTION; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES.

Each director shall hold office until the annual meeting of stockholders next

succeeding his or her election and until his or her successor is elected and

qualified or until his or her earlier resignation or removal. Any director may

resign at any time upon written notice to the Board of Directors or to the

President or the Secretary of the Corporation. Such resignation shall take

effect at the time specified therein, and unless otherwise specified therein no

acceptance of such resignation shall be necessary to make it effective. Any

director or the entire Board of Directors may be removed, with or without cause,

by the holders of a majority of the shares then entitled to vote at an election

of directors; except that, if the certificate of incorporation provides for

cumulative voting and less than the entire Board is to be removed, no director

may be removed without cause if the votes cast against his or her removal would

be sufficient to elect him or her if then cumulatively voted at an election of

the entire Board, or, if there be classes of directors, at an election of the

class of directors of which he or she is a part. Whenever the holders of any

class or series of stock are entitled to elect one or more directors by the

provisions of the certificate of incorporation, the provisions of the preceding

sentence shall apply, in respect to the removal without cause of a director or

directors so elected, to the vote of the holders of the outstanding shares of

that class or series and not to the vote of the outstanding shares as a whole.

Unless otherwise provided in the certificate of incorporation or these by-laws,

vacancies and newly created directorships resulting from any increase in the

authorized number of directors elected by all of the stockholders having the

right to vote as a single class or from any other cause may be filled by a

majority of the directors then in office, although less than a quorum, or by the

sole remaining director. Whenever the holders of any class or classes of stock

or series thereof are entitled to elect one or more directors by the provisions

of the certificate of incorporation, vacancies and newly created directorships

of such class or classes or series may be filled by a majority of the directors

elected by such class or classes or series thereof then in office, or by the

sole remaining director so elected.

SECTION 2.3 REGULAR MEETINGS. Regular meetings of the Board of

Directors may be held at such places within or without the State of Delaware and

at such times as the Board may from time to time determine, and if so determined

notice thereof need not be given.

<PAGE>

SECTION 2.4 SPECIAL MEETINGS. Special meetings of the Board of

Directors may be held at any time or place within or without the State of

Delaware whenever called by the Chairman of the Board, if any, by the Vice

Chairman of the Board, if any, by the President or by any two directors.

Reasonable notice thereof shall be given by the person or persons calling the

meeting.

SECTION 2.5 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE

PERMITTED. Unless otherwise restricted by the certificate of incorporation or

these by-laws, members of the Board of Directors, or any committee designated by

the Board, may participate in a meeting of the Board or of such committee, as

the case may be, by means of conference telephone or similar communications

equipment by means of which all persons participating in the meeting can hear

each other, and participation in a meeting pursuant to this by-law shall

constitute presence in person at such meeting.

SECTION 2.6 QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the

Board of Directors one-third of the entire Board shall constitute a quorum for

the transaction of business. The vote of a majority of the directors present at

a meeting at which a quorum is present shall be the act of the Board unless the

certificate of incorporation or these by-laws shall require a vote of a greater

number. In case at any meeting of the Board a quorum shall not be present, the

members of the Board present may adjourn the meeting from time to time until a

quorum shall attend.

SECTION 2.7 ORGANIZATION. Meetings of the Board of Directors shall be

presided over by the Chairman of the Board, if any, or in the absence of the

Chairman of the Board by the Vice Chairman of the Board, if any, or in the

absence of the Vice Chairman of the Board by the President, or in their absence

by a chairman chosen at the meeting. The Secretary, or in the absence of the

Secretary an Assistant Secretary, shall act as secretary of the meeting, but in

the absence of the Secretary and any Assistant Secretary the chairman of the

meeting may appoint any person to act as secretary of the meeting.

SECTION 2.8 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required

or permitted to be taken at any meeting of the Board of Directors, or of any

committee thereof, may be taken without a meeting if all members of the Board or

of such committee, as the case may be, consent thereto in writing, and the

writing or writings are filed with the minutes of proceedings of the Board or

committee.

SECTION 2.9 COMPENSATION OF DIRECTORS. The Board of Directors shall

have the authority to fix the compensation of directors.

ARTICLE III

COMMITTEES

----------

SECTION 3.1 COMMITTEES. The Board of Directors may, by resolution

passed by a majority of the whole Board, designate one or more committees, each

committee to consist of one or more of the directors of the Corporation. The

Board may designate one or more directors as alternate members of any committee,

who may replace any absent or disqualified member at any meeting of the

committee. In the absence or disqualification of a member of a committee, the

member or members thereof present at any meeting and not disqualified from

<PAGE>

voting, whether or not such member or members constitute a quorum, may

unanimously appoint another member of the Board to act at the meeting in place

of any such absent or disqualified member. Any such committee, to the extent

provided in the resolution of the Board, shall have and may exercise all the

powers and authority of the Board in the management of the business and affairs

of the Corporation, and may authorize the seal of the Corporation to be affixed

to all papers which may require it; but no such committee shall have power or

authority in reference to amending the certificate of incorporation, adopting an

agreement of merger or consolidation, recommending to the stockholders the sale,

lease or exchange of all or substantially all of the Corporation's property and

assets, recommending to the stockholders a dissolution of the Corporation or a

revocation of dissolution, removing or indemnifying directors or amending these

by-laws; and, unless the resolution expressly so provides, no such committee

shall have the power or authority to declare a dividend or to authorize the

issuance of stock.

SECTION 3.2 COMMITTEE RULES. Unless the Board of Directors otherwise

provides, each committee designated by the Board may adopt, amend and repeal

rules for the conduct of its business. In the absence of a provision by the

Board or a provision in the rules of such committee to the contrary, a majority

of the entire authorized number of members of such committee shall constitute a

quorum for the transaction of business, the vote of a majority of the members

present at a meeting at the time of such vote if a quorum is then present shall

be the act of such committee, and in other respects each committee shall conduct

its business in the same manner as the Board conducts its business pursuant to

Article II of these by-laws.

ARTICLE IV

OFFICERS

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SECTION 4.1 OFFICERS; ELECTION. As soon as practicable after the annual

meeting of stockholders in each year, the Board of Directors shall elect a

President and a Secretary, and it may, if it so determines, elect from among its

members a Chairman of the Board and a Vice Chairman of the Board. The Board may

also elect one or more Vice Presidents, one or more Assistant Vice Presidents,

one or more Assistant Secretaries, a Treasurer and one or more Assistant

Treasurers and such other officers as the Board may deem desirable or

appropriate and may give any of them such further designations or alternate

titles as it considers desirable. Any number of offices may be held by the same

person.

SECTION 4.2 TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. Except as

otherwise provided in the resolution of the Board of Directors electing any

officer, each officer shall hold office until the first meeting of the Board

after the annual meeting of stockholders next succeeding his or her election,

and until his or her successor is elected and qualified or until his or her

earlier resignation or removal. Any officer may resign at any time upon written

notice to the Board or to the President or the Secretary of the Corporation.

Such resignation shall take effect at the time specified therein, and unless

otherwise specified therein no acceptance of such resignation shall be necessary

to make it effective. The Board may remove any officer with or without cause at

any time. Any such removal shall be without prejudice to the contractual rights

of such officer, if any, with the Corporation, but the election of an officer

shall not of itself create contractual rights. Any vacancy occurring in any

office of the Corporation by death, resignation, removal or otherwise may be

filled for the unexpired portion of the term by the Board at any regular or

special meeting.

<PAGE>

SECTION 4.3 CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,

shall preside at all meetings of the Board of Directors and of the stockholders

at which he or she shall be present and shall have and may exercise such powers

as may, from time to time, be assigned to him or her by the Board and as may be

provided by law.

SECTION 4.4 VICE CHAIRMAN OF THE BOARD. In the absence of the Chairman

of the Board, the Vice Chairman of the Board, if any, shall preside at all

meetings of the Board of Directors and of the stockholders at which he or she

shall be present and shall have and may exercise such powers as may, from time

to time, be assigned to him or her by the Board and as may be provided by law.

SECTION 4.5 PRESIDENT. In the absence of the Chairman of the Board and

Vice Chairman of the Board, the President shall preside at all meetings of the

Board of Directors and of the stockholders at which he or she shall be present.

The President shall be the chief executive officer and shall have general charge

and supervision of the business of the Corporation and, in general, shall

perform all duties incident to the office of president of a corporation and such

other duties as may, from time to time, be assigned to him or her by the Board

or as may be provided by law.

SECTION 4.6 VICE PRESIDENTS. The Vice President or Vice Presidents, at

the request or in the absence of the President or during the President's

inability to act, shall perform the duties of the President, and when so acting

shall have the powers of the President. If there be more than one Vice

President, the Board of Directors may determine which one or more of the Vice

Presidents shall perform any of such duties; or if such determination is not

made by the Board, the President may make such determination; otherwise any of

the Vice Presidents may perform any of such duties. The Vice President or Vice

Presidents shall have such other powers and shall perform such other duties as

may, from time to time, be assigned to him or her or them by the Board or the

President or as may be provided by law.

SECTION 4.7 SECRETARY. The Secretary shall have the duty to record the

proceedings of the meetings of the stockholders, the Board of Directors and any

committees in a book to be kept for that purpose, shall see that all notices are

duly given in accordance with the provisions of these by-laws or as required by

law, shall be custodian of the records of the Corporation, may affix the

corporate seal to any document the execution of which, on behalf of the

Corporation, is duly authorized, and when so affixed may attest the same, and,

in general, shall perform all duties incident to the office of secretary of a

corporation and such other duties as may, from time to time, be assigned to him

or her by the Board or the President or as may be provided by law.

SECTION 4.8 TREASURER. The Treasurer shall have charge of and be

responsible for all funds, securities, receipts and disbursements of the

Corporation and shall deposit or cause to be deposited, in the name of the

Corporation, all moneys or other valuable effects in such banks, trust companies

or other depositories as shall, from time to time, be selected by or under

authority of the Board of Directors. If required by the Board, the Treasurer

shall give a bond for the faithful discharge of his or her duties, with such

surety or sureties as the Board may determine. The Treasurer shall keep or cause

<PAGE>

to be kept full and accurate records of all receipts and disbursements in books

of the Corporation, shall render to the President and to the Board, whenever

requested, an account of the financial condition of the Corporation, and, in

general, shall perform all the duties incident to the office of treasurer of a

corporation and such other duties as may, from time to time, be assigned to him

or her by the Board or the President or as may be provided by law.

SECTION 4.9 OTHER OFFICERS. The other officers, if any, of the

Corporation shall have such powers and duties in the management of the

Corporation as shall be stated in a resolution of the Board of Directors which

is not inconsistent with these by-laws and, to the extent not so stated, as

generally pertain to their respective offices, subject to the control of the

Board. The Board may require any officer, agent or employee to give security for

the faithful performance of his or her duties.

ARTICLE V

STOCK

-----

SECTION 5.1 CERTIFICATES. Every holder of stock in the Corporation

shall be entitled to have a certificate signed by or in the name of the

Corporation by the Chairman or Vice Chairman of the Board of Directors, if any,

or the President or a Vice President, and by the Treasurer or an Assistant

Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,

certifying the number of shares owned by such holder in the Corporation. If such

certificate is manually signed by one officer or manually countersigned by a

transfer agent or by a registrar, any other signature on the certificate may be

a facsimile. In case any officer, transfer agent or registrar who has signed or

whose facsimile signature has been placed upon a certificate shall have ceased

to be such officer, transfer agent or registrar before such certificate is

issued, it may be issued by the Corporation with the same effect as if such

person were such officer, transfer agent or registrar at the date of issue.

SECTION 5.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF

NEW CERTIFICATES. The Corporation may issue a new certificate of stock in the

place of any certificate theretofore issued by it, alleged to have been lost,

stolen or destroyed, and the Corporation may require the owner of the lost,

stolen or destroyed certificate, or such owner's legal representative, to give

the Corporation a bond sufficient to indemnify it against any claim that may be

made against it on account of the alleged loss, theft or destruction of any such

certificate or the issuance of such new certificate.

ARTICLE VI

MISCELLANEOUS

-------------

SECTION 6.1 FISCAL YEAR. The fiscal year of the Corporation shall be

determined by the Board of Directors.

<PAGE>

SECTION 6.2 SEAL. The Corporation may have a corporate seal which shall

have the name of the Corporation inscribed thereon and shall be in such form as

may be approved from time to time by the Board of Directors. The corporate seal

may be used by causing it or a facsimile thereof to be impressed or affixed or

in any other manner reproduced.

SECTION 6.3 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND

COMMITTEES. Whenever notice is required to be given by law or under any

provision of the certificate of incorporation or these by-laws, a written waiver

thereof, signed by the person entitled to notice, whether before or after the

time stated therein, shall be deemed equivalent to notice. Attendance of a

person at a meeting shall constitute a waiver of notice of such meeting, except

when the person attends a meeting for the express purpose of objecting, at the

beginning of the meeting, to the transaction of any business because the meeting

is not lawfully called or convened. Neither the business to be transacted at,

nor the purpose of, any regular or special meeting of the stockholders,

directors, or members of a committee of directors need be specified in any

written waiver of notice unless so required by the certificate of incorporation

or these by-laws.

SECTION 6.4 INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. The

Corporation shall indemnify to the full extent authorized by law any person made

or threatened to be made a party to any action, suit or proceeding, whether

criminal, civil, administrative or investigative, by reason of the fact that

such person or such person's testator or intestate is or was a director, officer

or employee of the Corporation or serves or served at the request of the

Corporation any other enterprise as a director, officer or employee. For

purposes of this by-law, the term "Corporation" shall include any predecessor of

the Corporation and any constituent corporation (including any constituent of a

constituent) absorbed by the Corporation in a consolidation or merger; the term

"other enterprise" shall include any corporation, partnership, joint venture,

trust or employee benefit plan; service "at the request of the Corporation"

shall include service as a director, officer or employee of the Corporation

which imposes duties on, or involves services by, such director, officer or

employee with respect to an employee benefit plan, its participants or

beneficiaries; any excise taxes assessed on a person with respect to an employee

benefit plan shall be deemed to be indemnifiable expenses; and action by a

person with respect to an employee benefit plan which such person reasonably

believes to be in the interest of the participants and beneficiaries of such

plan shall be deemed to be action not opposed to the best interests of the

Corporation.

SECTION 6.5 INTERESTED DIRECTORS; QUORUM. No contract or transaction

between the Corporation and one or more of its directors or officers, or between

the Corporation and any other corporation, partnership, association or other

organization in which one or more of its directors or officers are directors or

officers, or have a financial interest, shall be void or voidable solely for

this reason, or solely because the director or officer is present at or

participates in the meeting of the Board of Directors or committee thereof which

authorizes the contract or transaction, or solely because his or her or their

votes are counted for such purpose, if: (1) the material facts as to his or her

relationship or interest and as to the contract or transaction are disclosed or

are known to the Board or the committee, and the Board or committee in good

faith authorizes the contract or transaction by the affirmative votes of a

majority of the disinterested directors, even though the disinterested directors

be less than a quorum; or (2) the material facts as to his or her relationship

or interest and as to the contract or transaction are disclosed or are known to

<PAGE>

the stockholders entitled to vote thereon, and the contract or transaction is

specifically approved in good faith by vote of the stockholders; or (3) the

contract or transaction is fair as to the Corporation as of the time it is

authorized, approved or ratified, by the Board, a committee thereof or the

stockholders. Common or interested directors may be counted in determining the

presence of a quorum at a meeting of the Board or of a committee which

authorizes the contract or transaction.

SECTION 6.6 FORM OF RECORDS. Any records maintained by the Corporation

in the regular course of its business, including its stock ledger, books of

account and minute books, may be kept on, or be in the form of, punch cards,

magnetic tape, photographs, microphotographs or any other information storage

device, provided that the records so kept can be converted into clearly legible

form within a reasonable time. The Corporation shall so convert any records so

kept upon the request of any person entitled to inspect the same.

SECTION 6.7 AMENDMENT OF BY-LAWS. These by-laws may be amended or

repealed, and new by-laws adopted, by the Board of Directors, but the

stockholders entitled to vote may adopt additional by-laws and may amend or

repeal any by-law whether or not adopted by them.

PAGE 42

Barton Solar Acquisition (BARS) Inactive 10-12GRegistration of securities