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Re: None

Monday, 04/23/2012 9:11:34 AM

Monday, April 23, 2012 9:11:34 AM

Post# of 27969
SNRY management change is near, IMO.

1. COMPARISON #1

From 10-Q on 12/15/2011
http://www.sec.gov/Archives/edgar/data/1421665/000101968711003863/solar_10q-103111.htm

We have a limited operating history, there is no certainty that we will ever generate revenue and achieve profitability.

We generated revenue of $0 for our three months ended October 31, 2011. We have incurred significant losses from development and operations. As shown in our financial statements, as of the three month period ended October 31, 2011 and the year ended July 31, 2011, we have incurred a cumulative net loss of $15,860,267 and $15,751,165, respectively, from operations. We will continue to incur operating losses in the future, primarily due to the cost of our operations. Negative cash flow from operations may also continue into future. Our ability to achieve profitability depends upon our ability to; continue to restructure our debt and increase our cash flow for our business, significantly expand the solar component and system sell-through to our dealer network, convert opportunities to sell large municipal and commercial projects, and successfully complete development of one or more solar project(s). If we are unable to generate positive cash flows or reduce our debt, we will be required to cease operations.


Now, compare it with the most recent 10-Q filed on 3/20/2012.
http://www.sec.gov/Archives/edgar/data/1421665/000149315212000179/form10q.htm

Additional financing will be necessary for the implementation of our growth and restructuring debt strategy.

We will require additional equity and/or debt financing to pursue our growth strategy. Given our limited operating history and existing losses, there can be no assurance that we will be successful in obtaining additional financing. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our common stock. Debt and/or project financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business, development of projects and operations. If we do not raise additional capital, we will be required to cease operations in the next 30 days.


This is the first time I noticed a time frame in the filings stating A DATE when they will be forced to cease operations.


2. COMPARISON #2

Since the 10-K on 11/15/2011 the amount of shares owned by insiders have been calculated - in the event of a R/M or "acquisition."

http://www.sec.gov/Archives/edgar/data/1421665/000101968711003587/solar_10k-073111.htm

Because of the concentration of ownership of our common stock by a small number of stockholders, it is unlikely that any other holder of common stock will be able to affect our management or direction.

On October 28, 2011, our directors, officers and certain of their affiliates were deemed to beneficially own approximately 25.8% of our outstanding common stock. Accordingly, if these stockholders act together as a group, they would most likely be able to control the outcome of stockholder votes, including votes concerning the election of directors, the adoption or amendment of provisions in our certificate of incorporation and bylaws and the approval of significant corporate transactions. The existence of ownership concentrated in a few persons may have the effect of delaying or preventing a change in management or voting control. Furthermore, the interests of our controlling stockholders could conflict with those of our other stockholders




3. COMPARISON #3

A brief examination of past filings shows that SNRY never really did a R/M but NP Capital Corp. made a web purchase acquisition! Basically, they bought a website "with all the rights along with it."

http://www.sec.gov/Archives/edgar/data/1421665/000101376208001927/0001013762-08-001927-index.htm

The actual 8-K only stated this:

Item 1.01 Entry Into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 3.02 Unregistered Sales of Equity Securities

On August 21, 2008, NP Capital Corp. (the “Company”) entered into and closed a Website Purchase Agreement (the “WPA”) with Solar Energy Inc. (“SEI”) and the shareholders of SEI pursuant to which the Company acquired the domain name, www.solarenergy.com, the web site that uses the domain name, the name Solar Energy, Inc. and all trade rights associated with these assets (collectively, the “SEI Assets”).

In consideration for the purchase and sale of the SEI Assets, the Company assumed various liabilities, made a cash payment of $160,000 at closing, issued the seller a secured note in the principal amount of $840,000 with 7.5% interest that is payable over a period of 21 months with payments of $40,000 per month and issued the seller 1,000,000 shares of common stock of the Company.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Act”) for the issuance of the above shares pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the seller is an accredited investor, the seller had access to information about the Company and its investment, the seller took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.


However, when you read the Exhibit 4.1, they also purchased the business associated with the website, too. So, it never actually was a true Reverse Merger. I wondered about the wording of making an "acquisition of an internet marketing company."

Hopefully, these signs point to something happening VERY SOON.

All The Best