UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _______________
000-52172
(Commission file number)
BARTON SOLAR ACQUISITION INC.
(Exact name of small business issuer as specified in its charter)
Nevada
20-5080271
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
1300 E. Lafayette, Suite 905Detroit, MI 48207
(Address of principal executive offices)
734-418-3004
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of July 10, 2007, 100,000–shares of common stock
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
BARTON SOLAR ACQUISITION INC.
Index
Page
Number
PART I.
FINANCIAL INFORMATION
2
Item 1.
Financial Statements
2
Balance Sheet as of June 30, 2007 (unaudited)
2
Statement of Operations for the three months ended June 30, 2007
and from inception(June 8, 2006) to June 30, 2007(Unaudited)
4
Statement of Stockholders’ Deficit from inception(June 8, 2006) to
June 30, 2007(Unaudited)
5
Statements of Cash Flows for the three months ended June 30, 2007 and from
Inception(June 8, 2006) to June 30, 2007(unaudited)
6
Notes to Financial Statements (unaudited)
8
Item 2.
Management's Discussion and Analysis or Plan of Operation
14
Item 3.
Controls and Procedures
17
PART II.
OTHER INFORMATION
17
Item 1.
Legal Proceedings
17
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3.
Defaults Upon Senior Securities
18
Item 4.
Submission of Matters to a Vote of Security Holders
18
Item 5.
Other Information
18
Item 6.
Exhibits
18
SIGNATURES
18
PART I – FINANCIAL INFORMATION
| | | | | | | | |
BARTON SOLAR ACQUISITION INC.. | | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
BALANCE SHEET | | | | | | | |
| | | | | | | | |
| | | | | | | June 30, | December 31, |
| | | | | | | 2007 | 2006 |
| | | | | | | (Unaudited) | (Audited) |
ASSETS | | | | | | | | |
| | | | | | | | |
CURRENT | | | | | | | | |
Cash | | | | | | | $ 100 | $ 100 |
| | | | | | | | |
TOTAL ASSETS | | | | | | $ 100 | $ 100 |
| | | | | | | | |
LIABILITIES AND SHAREHOLDER EQUITY | | | | | |
| | | | | | | | |
CURRENT | | | | | | | | |
Accounts payable | | | | | | $ 5,500 | $ 5,500 |
Note payable | | | | | | 2,850 | 2,850 |
| | | | | | | | |
TOTAL LIABILITIES | | | | | | 8,350 | 8,350 |
| | | | | | | | |
STOCKHOLDER EQUITY | | | | | | |
| | | | | | | | |
Common stock, authorized, 75,000,000 shares, par value $.001 | | | |
- issued and outstanding, 100,000 | | | | | 100 | 100 |
| | | | | | | | |
Deficit accumulated during development stage | | | | (8,350) | (8,350) |
| | | | | | | | |
Total Stockholder Equity(Deficit) | | | | | (8,250) | (8,250) |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDER EQUITY | | $ 100 | $ 100 |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
| | | | | | | | |
BARTON SOLAR ACQUISITION INC.. | | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
STATEMENT OF OPERATIONS(Unaudited) | | | | | |
| | | | | | | | |
| | | | | | Three | Six | |
| | | | | | Months | Months | June 8, 2006 |
| | | | | | Ended | Ended | (Inception) |
| | | | | | June 30, | June 30, | To June 30, |
| | | | | | 2007 | 2007 | 2007 |
| | | | | | | | |
REVENUE | | | | | | $ - | $ - | $ - |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | |
| | | | | | | | |
Professional fees | | | | | - | - | 8,000 |
General and administrative | | | | | - | - | 350 |
| | | | | | | | |
Total Operating Expenses | | | | | - | - | 8,350 |
| | | | | | | | |
NET INCOME(LOSS) | | | | | $ - | $ - | $ (8,350) |
| | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 100,000 | 100,000 | |
| | | | | | | | |
BASIC AND DILUTED LOSS PER SHARE | | | $ - | $ - | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
| | | | | | | | |
BARTON SOLAR ACQUISITION INC. | | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
STATEMENT OF CHANGES IN STOCKHOLDER EQUITY | | | |
FROM INCEPTION(June 8, 2006) TO June 30, 2007(Unaudited) | | | |
| | | | | | | | |
| | | | | | | ACCUM- | |
| | | | | COMMON STOCK | ULATED | |
| | | | | SHARES | AMOUNT | DEFICIT | TOTAL |
| | | | | | | | |
Balance – June 8, 2006 | | | | - | $ - | $ - | $ - |
| | | | | | | | |
Common stock issued | | | | 100,000 | 100 | - | 100 |
| | | | | | | | |
Net loss | | | | | - | - | (8,350) | (8,350) |
| | | | | | | | |
Balance - December 31, 2006 | | | 100,000 | 100 | (8,350) | (8,250) |
| | | | | | | | |
Net income(loss) – June 30, 2007 | | | - | - | - | - |
| | | | | | | | |
Balance – June 30, 2007 | | | | 100,000 | $ 100 | $ (8,350) | $ (8,250) |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
| | | | | | | | | | | | | | | | | |
BARTON SOLAR ACQUISITION INC. | | | | | | |
(A DEVELOPMENT STAGE COMPANY) | | | | | |
STATEMENT OF CASH FLOWS(Unaudited) | | | | | | |
| | | | | | | | |
| | | | | | | Six | |
| | | | | | | Months | June 8, 2006 |
| | | | | | | Ended | (Inception) |
| | | | | | | June 30, | To June 30, |
| | | | | | | 2007 | 2007 |
| | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
Net income(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 | | | | |
Issuance 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 | 100 | - |
| | | | | | | | |
CASH AND CASH EQUIVALENTS – June 30, 2007 | | $ 100 | $ 100 |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
BARTON SOLAR ACQUISITION INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS(Unaudited)
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.
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. In the opinion of management, these interim financial statements include all adjustments necessary in order to make them not misleading.
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.
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.
BARTON SOLAR ACQUISITION INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued):
| | |
| (e) | Income Taxes: continued |
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) | 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 March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets", which amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and
BARTON SOLAR ACQUISITION INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS(Unaudited)
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS:(continued)
Extinguishments of Liabilities". In a significant change to current guidance, SFAS No. 156 permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (1) Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is effective as of the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company is currently reviewing the effect, if any, the proposed guidance will have on its financial position and operations.
In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises' financial statements in accordance with SFAS No. 109, "Accounting for Income Taxes". FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognizing, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently reviewing the effect, if any, FIN 48 will have on its financial position and operations.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures" ("SFAS No. 157"). SFAS No157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements, however the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be its fiscal year beginning November 1, 2008. The implementation of SFAS No. 157 is not expected to have a material impact on the Company's results of operations and financial condition.
In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)". This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securitie s as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In September 2006, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 108 (Topic 1N), "Quantifying Misstatements in Current Year Financial Statements" ("SAB No. 108"). SAB No. 108 addresses how the effect of prior year uncorrected misstatements should be
BARTON SOLAR ACQUISITION INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS(Unaudited)
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS:(continued)
considered when quantifying misstatements in current year financial statements. SAB No. 108 requires
SEC registrants (i) to quantify misstatements using a combined approach which considers both the balance sheet and income statement approaches; (ii) to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors; and (iii) to adjust their financial statements if the new combined approach results in a conclusion that an error is material. SAB No. 108 addresses the mechanics of correcting misstatements that include effects from prior years. It indicates that the current year correction of a material error that includes prior year effects may result in the need to correct prior year financial statements even if the misstatement in the prior year or years is considered immaterial. Any prior year financial statements found to be materially misstated in years subsequent to the issuance of SAB No. 108 would be restated in accordance with SFAS No. 154, "Accounti ng Changes and Error Corrections." Because the combined approach represents a change in practice, the SEC staff will not require registrants that followed an acceptable approach in the past to restate prior years' historical financial statements. Rather, these registrants can report the cumulative effect of adopting the new approach as an adjustment to the current year's beginning balance of retained earnings. If the new approach is adopted in a quarter other than the first quarter, financial statements for prior interim periods within the year of adoption may need to be restated. SAB No.108 is effective for fiscal years ending after November 15, 2006, which for Company would be its fiscal year beginning December 1, 2007. The implementation of SAB No. 108 is not expected to have a material impact on the Company's results of operations and financial condition.
In October 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) Financial Accounting Standard (“FAS”) 123(R)-5, Amendment of FSP FAS 123(R)-1, (“FSP FAS 123(R)-5”) to address whether a change to an equity instrument in connection with an equity restructuring should be considered a modification for the purpose of applying FSP No. FAS 123(R)-1, Classification and Measurement of Freestanding Financial Instruments Originally Issued in Exchange for Employee Services under FAS Statement No 123(R) (“FSP FAS 123(R)-1”). FSP FAS 123(R)-1 states that financial instruments issued to employees in exchange for past or future services are subject to the provisions of SFAS 123(R) unless the terms of the award are modified when the holder is no longer an employee. In FSP FAS 123(R)-5, the FASB staff concluded that changes to the terms of an award that are mad e solely due to an equity restructuring are not considered modifications as described in FSP FAS 123(R)-1 unless the fair value of the award increases, anti-dilution provisions are added, or holders of the same class of equity instruments are treated unequally. FSP FAS 123(R)-5 is effective for the first reporting period beginning after October 10, 2006. The adoption of FSP FAS 123(R)-5 did not have a material impact on the Company’s condensed consolidated financial statements.
On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities” (SFAS No. 159). Under this Standard, the Company may elect to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings. This election is irrevocable. SFAS No. 159 provides an opportunity to mitigate volatility in reported earnings that is caused by measuring hedged assets and liabilities that were previously required to use a different accounting method than the related hedging contracts when the complex provisions of SFAS No. 133 are not met. SFAS No. 159 is effective for years beginning after November 15, 2007. The Company does not believe it will have an impact on its consolidated financial statements.
Significant Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most signific ant accounting estimates inherent in the preparation of the Company's financial statements relate to the allowance for doubtful accounts. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this on Form 10QSB for the six months ended June 30, 2007.
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE DISCUSSION CONTAINED IN THIS REPORT CONTAINS "FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISK AND UNCERTAINTIES. THESE STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE THEREOF OR SIMILAR EXPRESSIONS OR BY DISCUSSIONS OF STRATEGY. THE CAUTIONARY STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED FORW ARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS REPORT. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT.
Results of Operations
Six months ended June 30, 2007 vs. Inception
There was no revenue for the six months ended June 30, 2007 and no revenue since inception June 8, 2006.
There were no selling, general and administrative expenses for the six months ended June 30, 2007 compared to $8,350 from inception June 8, 2006 to December 31, 2006.
There has been no interest expense or financing costs for the six months ended June 30, 2007 and no costs since inception June 8, 2006.
Liquidity and Capital Resources
The Company has no cash. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to Mr. Klamka or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.
Off-balance sheet arrangements
There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3.
Controls and Procedures
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities & Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Part II.
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3.
Defaults Upon Senior Securities
None
Item 4.
Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5.
Other Information
None
Item 6.
Exhibits
31.1
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BARTON SOLAR ACQUISITION INC.
September 4, 2007
By:
/s/ Peter Klamka
Peter Klamka, Chief Executive and
Principal Accounting Officer
Exhibit 31.1
CERTIFICATIONS
I, Peter Klamka, Chief Executive and Principal Accounting Officer of BARTON SOLAR ACQUISITION INC.., certify that:
1.
I have reviewed this Quarterly Report on Form 10-QSB of BARTON SOLAR ACQUISITION INC.,
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)
disclosed in this report any changes in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.
I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
September 4, 2007
/s/ Peter Klamka
Peter Klamka, Chief Executive and
Principal Accounting Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BARTON SOLAR ACQUISITION INC., (the “Company”) on Form 10-QSB for the quarter ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1)
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| |
Dated: September 4, 2007 | By: /s/ Peter Klamka |
| Peter Klamka |
| Chief Executive and Principal Accounting Officer |