Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - SALAMON GROUP INCexhibit99-1.htm
EX-32.1 - EXHIBIT 32.1 - SALAMON GROUP INCexhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - SALAMON GROUP INCexhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

SALAMON GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada 93-1324674
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) no.)
   
1401 F Street B200 95354
Modesto, California (Zip Code)
(Address of principal executive offices)  

(209)-576-0140
(Registrant's telephone number, including area code)

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

Title of each class
None

Name of each exchange on which registered
None

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

Common Stock, $0.001 par value per share
(Title of class)

Check whether the registrant (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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  [   ]   Accelerated filer  [   ]
Non-accelerated filer  [   ] (Do not check if a smaller reporting company) Smaller reporting company  [X]

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

Yes [   ]       No [X]

State issuer’s revenues for its most recent fiscal year. $0

As of December 31, 2010, the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $2,194,881

Number of shares of the issuer’s common stock, $0.001 par value, outstanding as of December 31, 2010: 25,460,728 shares


 

SALAMON GROUP, INC.
FORM 10-K

 

 

 


TABLE OF CONTENTS

    Page
     
PART I    
       Item 1. Description of Business 4
       Item 1A. Risk Factors 5
       Item 2. Description of Property 5
       Item 3. Legal Proceedings 5
       Item 4. Submission of Matters to a Vote of Security Holders 5
     
PART II    
       Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 6
       Item 7. Management’s Discussion and Analysis or Plan of Operation 6
       Item 8. Financial Statements 9
       Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 9
       Item 9A(T). Controls and Procedures 9
       Item 9B. Other Information 11
     
PART III    
       Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section16(a) of the Exchange Act 12
       Item 11. Executive Compensation 12
       Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 12
       Item 13. Certain Relationships and Related Transactions and Director Independence 13
       Item 14. Principal Accountant Fees and Services 13
       Item 15. Exhibits and Financial Statement Schedules 13
     
Signatures   14


Item 1. Description of Business.

(a) Business Development.

Salamon Group Inc. (the “Company”), incorporated in the state of Nevada on April 27, 2001, is a publicly traded independent "green" energy company with headquarters and operations in Modesto, California and an office in Kelowna, BC, Canada. The Company has recently enhanced its business model to include the acquisition and funding of solar power generating plants, with initial emphasis on the General Motors solar energy projects to be constructed by Sunlogics Inc., in addition to Sunlogics Inc. future solar rooftop and ground mount installations in Ontario, Canada and throughout the United States.

Since our inception, we have been involved in organizational activities, have completed offerings of shares of common stock, have concluded the licensing and subsequent acquisition of an Electric Power Generator (“EPG”) from Space Globe and have completed a working model of the power generator. As of December 31, 2010, the Company has terminated all activities relating to the EPG and power generator.

On September 20, 2010, Salamon Group Inc. issued a Letter of Intent (“LOI”) to purchase 100% of the issued and outstanding shares of Sheppard Holdings, LLC. The terms of the agreement were accepted by Sheppard Holdings, LLC on September 21, 2010. In early October 2010 we terminated the LOI.

On October 6, 2010, Salamon Group Inc. terminated their Investor Relations Agreement with LiveCall Investor Relations.

On December 30, 2010, we entered into a stock purchase agreement with Sunlogics Power Fund Management Inc. (“Sunlogics Power Fund”). Sunlogics Power Fund is focused on the acquisition of solar powered electricity generating facilities which have long term power purchasing agreements in place with local power utilities and commercial users. In the event that the Company completes its reverse take-over with Sunlogics Power Fund (the “RTO"), it proposes to compete in the solar powered electricity generation market moving forward. The consummation and closing of the RTO (“Closing”) is subject to the satisfaction or waiver of certain conditions, including: (i) the delivery of the Sunlogics Shares, (ii) the approval of the Sunlogics Power Fund financial statements by the Registrant’s auditors (iii) the completion of audited pro forma financial statements of the Registrant, and (iii) other customary conditions. For the period from inception (April 27, 2001) through December 31, 2010, we had no revenue from operations and our deficit accumulated has amounted to $1,169,621.

As reported in the Report of Independent Registered Public Accounting Firm on our December 31, 2010 financial statements, we have suffered recurring losses from operations, we have a working capital deficit and a deficit accumulated during the development stage. These items raise substantial doubt about our ability to continue as a going concern.

In the event that the Company completes the RTO, it plans to generate revenues through: i) the sale of solar powered electricity to local power utilities and end users through long term power purchase agreements; and ii) by funding solar power generating plants which the Company is currently identifying with potential customers in the United States and Canada. If the Company is successful in acquiring revenue producing renewable energy projects, we intend to finance our operations through a combination of debt and equity financing.

If we are unable to generate sufficient revenue from operations to implement our plans, we intend to explore all available alternatives for debt and/or equity financing, including but not limited to private and public securities offerings. Accordingly, we expect that it will be necessary for us to raise additional funds in the event that we are unable to generate any revenue from operations and if only a minimal level of revenue is generated in accordance with our expectations.

We intend to offer additional securities under Rule 506 and Regulation D to fund our short-term and medium-term expansion plans.

4


(b) Business of Registrant. General

Since our inception, we have been involved in organizational activities, have completed offerings of shares of common stock, have concluded the licensing and subsequent acquisition of an EPG from Space Globe and have completed a working model of the power generator. As of December 31, 2010, the Company has terminated all activities relating to the EPG and power generator. On December 30, 2010, we entered into a stock purchase agreement with Sunlogics Power Fund. Sunlogics Power Fund is focused on the acquisition of solar powered electricity generating facilities which have long term power purchasing agreements in place with local power utilities and commercial users. We have had no employees since our inception.

Management

Effective December 7, 2010, Mr. John Salamon resigned his position as President and CEO of our Company. Mr. Salamon was replaced by Michael Matvieshen who also remains in the positions of President, Chief Executive Officer and Director of the Corporation.

As of the date of this annual report, we have no other employees or customers.

Funding

We plan to raise funds by way of private placements or public offerings of share or debt instruments. The funds will be used to acquire solar powered electricity generating facilities which have long term power purchasing agreements in place with local power utilities and for general working capital in the event that the RTO is completed.

There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs. There are no arrangements, agreements or understandings under which non-management shareholders will exercise their voting rights to continue to elect the current directors to our Board of Directors.

Item 1A. Risk Factors.

Not applicable.

Item 2. Description of Property.

The Company’s head office is located at 1401 F Street, Suite 200, Modesto, California, US with a branch office located at 215 Neave Road, Suite 5, Kelowna, BC, Canada.

Item 3. Legal Proceedings.

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of our stockholders during the fiscal year ended December 31, 2010.

5


PART II

Item 5. Market for Equity Securities and Other Shareholder Matters.

Market Information

On October 5, 2007, our shares began trading on FINRA’s Over-The-Counter Bulletin Board (the “OTC Bulletin Board”) under the symbol “SLMU.”. As of August 12, 2010, our shares ceased trading on the OTC Bulletin Board and have since traded on the OTCQB. The following table sets forth the high and low bid prices for our common stock as reported by the OTC Bulletin Board and OTCQB for 2009 and 2010 in which our shares traded.

Quarter   High (1)   Low (1)
             
2009 First Quarter $  0.04   $  0.002  
2009 Second Quarter $  0.15   $  0.02  
2009 Third Quarter $  0.08   $  0.02  
2009 Fourth Quarter $  0.0444   $  0.015  
2010 First Quarter $  0.07   $  0.011  
2010 Second Quarter $  0.0275   $  0.0075  
2010 Third Quarter $  0.048   $  0.0075  
2010 Fourth Quarter $  0.248   $  0.01  

(1) These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

Our common stock is classified as a penny stock and as such, broker dealers dealing in our common stock will be subject to the disclosure rules for transactions involving penny stocks, which require the broker dealer to determine if purchasing our common stock is suitable for a particular investor. The broker dealer must also obtain the written consent of purchasers to purchase our common stock. The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock. These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares.

Holders

As of December 31, 2010, we had 36 shareholders of record and 25,460,728 outstanding shares of common stock.

Dividends

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

Transfer Agent

The transfer agent for the Common Stock is Signature Stock Transfer, Inc., PMB 317, 2220 Coit Road, Suite #480, Plano, Texas 75075. Tel: 972-612-4120, Fax: 972-612-4122.

Recent Sales of Unregistered Securities

None.

Item 7. Management's Discussion and Analysis or Plan of Operation.

Since our inception, we have been involved in organizational activities, have completed offerings of shares of common stock, have concluded the licensing and subsequent acquisition of an EPG from Space Globe and have completed a working model of the power generator. As of December 31, 2010, the Company has terminated all activities relating to the EPG and power generator.

6


On December 30, 2010, we entered into a stock purchase agreement with Sunlogics Power Fund. Sunlogics Power Fund is focused on the acquisition of solar powered electricity generating facilities which have long term power purchasing agreements in place with local power utilities and commercial users. In the event that the Company completes its RTO with Sunlogics Power Fund, it proposes to compete in the solar powered market moving forward. The Closing is subject to the satisfaction or waiver of certain conditions, including: (i) the delivery of the Sunlogics Shares, (ii) the approval of the Sunlogics financial statements by the Registrant’s auditors (iii) the completion of audited pro forma financial statements of the Registrant, and (iii) other customary conditions. For the period from inception (April 27, 2001) through December 31, 2010, we had no revenue from operations and our deficit accumulated has amounted to $1,169,621.

As reported in the Report of Independent Registered Public Accounting Firm on our December 31, 2010 financial statements, we have suffered recurring losses from operations, we have a working capital deficit and a deficit accumulated during the development stage. These items raise substantial doubt about our ability to continue as a going concern.

In the event that the Company completes the RTO, it plans to generate revenues through: i) the sale of solar powered electricity to local power utilities and end users through long term power purchase agreements; and ii) by funding solar power generating plants which the Company is currently identifying with potential customers in the United States and Canada. If the Company is successful in acquiring revenue producing renewable energy projects, we intend to finance our operations through a combination of debt and equity financing.

If we are unable to generate sufficient revenue from operations to implement our plans, we intend to explore all available alternatives for debt and/or equity financing, including but not limited to private and public securities offerings. Accordingly, we expect that it will be necessary for us to raise additional funds in the event that we are unable to generate any revenue from operations and if only a minimal level of revenue is generated in accordance with our expectations.

Results of Operations

  Summary of Year End Results                  
      Year Ended     Percentage  
      December 31,     December 31,     Increase /  
      2010     2009     (Decrease)  
  Revenue $  -   $ -     n/a  
  Expenses (121,363 ) (195,107 ) (37.7 )%
  Net Income (Loss) $ (121,363 ) $ (195,107 ) (37.7 )%

Revenues

We did not earn any revenues during the fiscal year ended December 31, 2010.

Expenses

The major components of our expenses for the year are outlined in the table below:

      Year Ended     Percentage  
      December 31,     December 31,     Increase /  
      2010     2009     (Decrease)  
  General and Administrative $ 121,363 $ 195,107 (37.7 )%
                     
                     
                     
  Total Expenses $ 121,363 $ 195,107 (37.7 )%

7


The decrease in general and administrative expenses during the year end December 31, 2010 is primarily a result of a decrease in audit fees and consulting fees. We did not incur any interest or research and development fees during the year ended December 31, 2010 or December 31, 2009.

Liquidity And Capital Resources

  Working Capital                  
                  Percentage  
  At December 31, At December 31, Increase /
      2010     2009     (Decrease)  
  Current Assets $  0   $  43     (100% )
  Current Liabilities   (136,660 )   (85,723 )   59.4%  
  Working Capital $ (136,660 ) $ (85,680 ) (59.5 )%

  Cash Flows            
      Year Ended  
      December 31,     December 31,  
      2010     2009  
  Net Cash Provided By (Used In) Operating Activities $  16,531   $  (109,673 )
  Net Cash from Investing Activities   -     -  
  Net Cash (Used In) Provided By Financing Activities   (16,574 )   109,714  
  Net Change in Cash During Period $  (43 ) $  41  

Our working capital deficit increased during the year ended December 31, 2010, because our current liabilities, particularly our accounts payable, increased during the year ended December 31, 2010, compared to the year ended December 31, 2009. In addition, a total of $2,233 was due to a director of the Company at December 31, 2010, as an unsecured, non interest bearing note due on demand.

Financing Requirements

From inception to December 31, 2010, we have suffered cumulative losses in the amount of $1,169,621. Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options, including a public offering of securities. However, there can be no assurance that we will be able to obtain sufficient funds to continue our operations. As a result of the foregoing, our independent auditors believe there exists substantial doubt about our ability to continue as a going concern. There is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.

Financial Condition, Capital Resources and Liquidity

As of December 31, 2010, we have a deficit accumulated during the development stage of $1,169,621. At December 31, 2010, we had assets totalling $0 and current liabilities of $136,660 attributable to amounts due to related parties and accounts payable.

We currently have a working capital deficit and there can be no assurance that our financial condition will improve.

8


Even though we believe, without assurance, that we will obtain sufficient capital with which to implement our business plan on a limited scale, we are not expected to continue in operation without an infusion of capital. In order to obtain additional equity financing, we may be required to dilute the interest of existing shareholders.

Our ability to continue as a going concern is dependent upon our ability to complete the RTO with Sunlogics Power Fund.

Net Operating Losses

As of December 31, 2010, we have accumulated a net loss of $1,169,621.

Research and Development

Not Applicable.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Material Commitments for Capital Expenditures

We had no contingencies or long-term commitments at December 31, 2010.

Critical Accounting Policies

There were no changes to the critical accounting policies as discussed in our 2009 Form 10-K.

Item 8. Financial Statements.

Exhibit 99.1, “Salamon Group Inc. Financial Statements” are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On November 12, 2010, Salamon Group, Inc. dismissed its independent registered public accounting firm, KMJ Corbin & Company LLP. At no time during our fiscal years ended 2008 and 2009, or during the subsequent interim period, preceding the dismissal of KMJ Corbin & Company LLP, were there any disagreements with KMJ Corbin & Company LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Any such disagreements, if not resolved to the satisfaction of KMJ Corbin & Company LLP, would have caused KMJ Corbin & Company LLP to reference the subject matter of the disagreements in its reports on our financial statements. Effective November 12, 2010 the Company engaged Manning Elliott LLP to serve as the Company's new independent registered public accounting firm.

Item 9A(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010 (the “Evaluation Date”).

9


Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date, the Chief Executive Officer concluded that our disclosure controls and procedures are ineffective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting and Management has concluded that the Company’s internal controls over financial reporting are ineffective as of December 31, 2010. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our Chief Executive Officer does not possess accounting expertise and we do not have a separately designated audit committee. These weaknesses are due to our lack of excess working capital to hire additional staff. To remedy these material weaknesses, we intend to engage another qualified accountant to assist with financial reporting as soon as our finances will allow.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

10


Limitations on the Effectiveness of Controls

Our management does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9B. Other Information.

None.

11


PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company.

Directors and Executive Officers

Set forth below are the names, ages, terms of office and positions of our executive officers and directors.

  Name Age                                                        Term of Office Position
  John A. Salamon 64 Directorship subject to annual election by shareholders (1) Director
         
  Michael Matvieshen 48 Directorship subject to annual election by shareholders Director and CEO

(1) On December 7 2010, John Salamon resigned as director of the Company subject to the filing and mailing of a Schedule 14f information statement.

All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualify. Officers serve at the pleasure of the Board of Directors. The directors will devote such time and effort to our business and affairs as may be necessary to perform their responsibilities.

Aside from the directors stated above, there are no other persons whose activities will be material to our operations at this time. However as finances allow, we will engage management and other personnel as required in such areas as finance, administration, sales and marketing, research and development, and overall management.

Significant Employees

We have no employees.

Family Relationships

There are no family relationships between or among our executive officer and directors.

Item 11. Executive Compensation.

We do not anticipate that any of our executive officers will receive any cash or non-cash compensation for his or her services to us until we commence business operations. At such time as we commence operations, we expect that the Board of Directors will approve the payment of salaries in a reasonable amount to each of our officers for their services in the positions. At such time, the Board of Directors may, in its discretion, approve the payment of additional cash or non-cash compensation to our officers for their services to us.

We do not provide officers with pension, stock appreciation rights, long-term incentive or other plans but we may implement such plans in the future.

Compensation of Directors

We have no standard arrangements for compensating our directors for their attendance at meetings of the Board of Directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as of December 31, 2010, regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five per cent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.

12



  Title of Class Name and Address of Amount and Nature of Percent of Class
    Beneficial Owner Beneficial Owner  
  Common Sunlogics Inc. IN TRUST,
215 Neave Road, Suite 5,
Kelowna, BC,
Canada
1,325,627 (1) 5.20%
  Common Space Globe Technologies Ltd.,
1028 Alberni Street, Suite 413,
Vancouver, BC, Canada
V6E 1A3
11,224,033 (2) 44.08%

(1) Sunlogics Inc. is a Canadian corporation

(2) Space Globe Technologies Ltd. is a Canadian corporation wholly owned by Mr. John Salamon.

Item 13. Certain Relationships and Related Transactions.

At December 31, 2010, a total of $2,233 was due to a director of the Company. The amount owing is unsecured, non interest bearing and is due on demand.

Item 14. Principal Accountant Fees and Services .

(1) Audit Fees.

The aggregate fees billed for professional services rendered by our principal accountants for the audit of the Registrant's annual financial statements and review of the financial statements included in the Registrant's Forms 10-K and 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2010 and 2009 were approximately $43,520 and $34,800 respectively each year.

(2) Audit Related Fees.

There were no audit related fees for professional services rendered for fiscal years 2010 and 2009.

(3) Tax Fees.

Tax fees for fiscal years 2010 and 2009 were $1,200 each year.

(4) All Other Fees.

Not applicable.

(5) Audit Committee Policies and Procedures.

The Registrant does not have an audit committee. The Board of Directors of the Registrant approved all of the services rendered to the Registrant by our principal accountants for fiscal years 2010 and 2009.

Item 15. Exhibits.

  Exhibit Description  
  No.    
       
  2.1 Articles of Incorporation (1)
       
  2.2 Bylaws (1)
       
  2.3 Initial List of Officers, Directors and Registered Agent (1)

13



  2.3 Initial List of Officers, Directors and Registered Agent (1)
       
  31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act (2)
       
  32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act (2)
       
  99.1 Salamon Group Financial Statements for the fiscal years ended December 31, 2010 and 2009 together with Report of Independent Registered Public Accounting Firm. (2)

  (1)

Incorporated by reference to the exhibits of the Registration Statement on Form 10-KSB filed with the Securities and Exchange Commission on August 6, 2004.

     
  (2)

Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  SALAMON GROUP, INC.
Dated: October 27, 2011 /s/ Michael Matvieshen
  Michael Matvieshen

14