SALAMON GROUP INC - FORM 10-Q/A - December 6, 2011

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

FORM 10-Q/A
(Amendment No. 1)

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

For the quarterly period ended September 30, 2011

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 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 October 31, 2011, the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $570,000 Number of shares of the issuer’s common stock, $0.001 par value, outstanding as of October 31, 2011: 50,294,881 shares

F-1

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION 3
  ITEM 1. FINANCIAL STATEMENTS 3
  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 13
  ITEM 4T. CONTROLS AND PROCEDURES 16
PART II. OTHER INFORMATION 18
  ITEM 1. LEGAL PROCEEDINGS 18
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 18
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES 18
  ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS 18
  ITEM 5. OTHER INFORMATION 18
  ITEM 6. EXHIBITS 19
  SIGNATURES 19

F-2

PART I – FINANCIAL INFORMATION

                                                                                         
ITEM 1. FINANCIAL STATEMENTS            
             
Salamon Group Inc.            
(A Development Stage Company)            
Consolidated Balance Sheets            
(Expressed in US dollars)            
    September 30,     December 31,  
    2011     2010  
    (unaudited)        
  $    $  
ASSETS            
Current assets:            
   Cash   1,071     -  
Equipment (Note 3)   122,767     -  
Total assets   123,838     -  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
Current liabilities:            
   Bank overdraft   -     4  
   Accounts payable and accrued liabilities (Note 4)   539,764     134,423  
   Advances from directors (Note 4)   33,701     2,233  
   Current portion of deferred revenues (Note 2(k))   2,500     -  
Total current liabilities   575,965     136,660  
Deferred revenues, less current portion (Note 2(k))   45,416     -  
Total liabilities   621,381     136,660  
Contingencies and Commitments (Notes 1 and 7)            
Stockholders’ deficit:            
   Preferred stock, no par value; 10,000,000 shares authorized, no shares            
   issued and outstanding   -     -  
   Common stock, $0.001 par value; 50,000,000 shares authorized,            
50,294,881 shares issued and outstanding (December 31, 2010 – 25,460,728) 50,295 25,461
   Common stock to be issued   -     15,000  
   Additional paid-in capital   1,899,162     992,500  
   Donated capital (Note 4)   3,999     -  
   Accumulated deficit   (2,450,999 )   (1,169,621 )
Total stockholders’ deficit   (497,543 )   (136,660 )
Total liabilities and stockholders’ deficit   123,838     -  
             
See accompanying notes to the consolidated financial statements   

F-3


Salamon Group Inc.                              
(A Development Stage Company)                              
Consolidated Statements of Operations                              
(Expressed in US dollars)                              
(Unaudited)                              
                               
                               
                            For the Period  
    For the Three     For the Three                 from April 27,  
    Months Ended     Months Ended       For the Nine     For the Nine     2001  
    September
30, 		    September 30,      Months Ended       Months Ended       (Inception) to   
    2011     2010     September 30,      September 30,     September 30,  
   $    $     2011     2010     2011  
              $    $    $   
Revenues   1,042     -     2,084     -     2,084  
                               
Expenses                              
   General and administrative                              
   (Note 4)   113,230     38,035     304,767     77,376     1,123,555  
   Donated rent (Note 4)   1,333     -     3,999     -     3,999  
   Interest expense   -     -     -     -     35,833  
   Research and development   -     -     -     -     315,000  
                               
Total expenses   114,563     38,035     308,766     77,376     1,478,387  
Loss Before Other Expenses   (113,521 )   (38,035 )   (306,682 )   (77,376 )   (1,476,303 )
Other Expenses                              
   Impairment of intangible asset (Note 8)   -     -     (1,299,595 )   -     (1,299,595 )
   Deferred income tax recovery   -     -     324,899     -     324,899  
                               
Net loss   (113,521 )   (38,035 )   (1,281,378 )   (77,376 )   (2,450,999 )
                               
Loss per share – basic and diluted   (0.00 )   (0.00 )   (0.03 )   (0.00 )      
                               
Weighted average share outstanding   48,048,000     23,964,000     37,525,000     23,011,000        

See accompanying notes to the consolidated financial statements

F-4


Salamon Group Inc.                  
(A Development Stage Company)                  
Consolidated Statements of Cash Flows                  
(Expressed in US dollars)                  
(Unaudited)                  
                   
                For the Period  
    For the Nine     For the Nine     from April 27,  
    Months Ended     Months Ended     2001(Inception)  
    September 30,     September 30,     to September 30,   
    2011     2010     2011  
Cash flow from operating activities: $ $ $
                   
   Net loss   (1,281,378 )   (77,376 )   (2,450,999 )
                   
   Adjustments to reconcile net loss to net cash used in                  
   operating activities:                  
         Amortization of intangible asset   -     -     55,000  
         Estimated fair value of common stock issued for patents   -     -     315,000  
         Beneficial conversion of amounts due to related party   -     -     35,833  
         Depreciation of property and equipment   4,233     -     8,748  
         Estimated fair value of common stock issued for services   22,425     3,000     168,216  
       Donated rent   3,999     -     3,999  
       Deferred income tax recovery   (324,899 )   -     (324,899 )
       Impairment on write-down of intangible asset   1,299,595     -     1,299,595  
   Changes in operating assets and liabilities:                  
         Accounts payable   197,715     11,001     398,952  
       Deferred revenues   47,916     -     47,916  
                   
 Net cash provided by (used in) operating activities   (30,394 )   (63,375 )   (442,639 )
                   
Cash flows from investing activities:                  
 Cash received on acquisition of Sunlogics Power .   1     -     1  
 Purchase of property and equipment   -     -     (4,515 )
 Purchase of license   -     -     (50,000 )
                   
 Net cash provided by (used in) investing activities   1     -     (54,514 )
                   
Cash flows from financing activities:                  
 Repayment of bank overdraft   (4 )   -     -  
 Advances from directors   31,468     63,346     371,524  
 Proceeds from related party note payable   -     -     23,700  
 Issuance of common stock for cash   -     -     103,000  
                   
 Net cash provided by (used in) financing activities   31,464     63,346     498,224  
                   
Net increase (decrease) in cash   1,071     (29 )   1,071  
                   
Cash, beginning of period   0     43     -  
                   
Cash, end of period   1,071     14     1,071  
                   
                   
Non-cash Financing Activities:                  
Common stock issued upon conversion of amounts due to related parties - 52,382 376,388
Common stock to be issued or to be issued to settle accounts payable 104,208 - 122,208
Common stock issued upon conversion of related party note payable - - 23,700
   Common stock issued for license   -     -     5,000  
   Common stock issued in conversion of accounts payable   -     -     10,059  
Common stock and warrants issued for acquisition of Sunlogics Power 811,872 - 811,872

See accompanying notes to the consolidated financial statements

F-5

Salamon Group Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements for the nine month periods ended September 30, 2011 and 2010
(Expressed in US dollars)
(Unaudited)

1.

Nature of Operations and Going Concern
   

Salamon Group, Inc. (the “Company”) was incorporated in the state of Nevada on April 27, 2001 (“Inception”). The Company is a development stage company whose principal business plan is to seek earnings by acquiring revenue producing assets in the field of solar energy. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.
   

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. At September 30, 2011, the Company has accumulated losses of $2,450,999 since inception and a working capital deficit of $574,894 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern.
   

Management plans to continue to provide for the Company’s operational needs during the year ending December 31, 2011 by issuing debt and equity securities and by the continued support of its related parties (see Note 4). The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company’s business operations.
   
2.

Summary of Significant Accounting Policies
   
(a)

Basis of presentation and consolidation
   

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. The Company’s fiscal year end is December 31. These consolidated financial statements include the accounts of its wholly-owned subsidiary. Sunlogics Power Fund Management Inc. (“Sunlogics Power”) from the date of its acquisition on May 12, 2011. All inter-company transactions and balances have been eliminated.
   
(b)

Interim consolidated financial statements
   

The interim consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these interim unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K filed on April 15, 2011 with the SEC.
   

The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as at September 30, 2011 and the consolidated results of its operations and consolidated cash flows for the nine months ended September 30, 2011 and September 30, 2010. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year ending December 31, 2011.

F-6

Salamon Group Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements for the nine month periods ended September 30, 2011 and 2010
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)
   
(c)

Use of estimates
   

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment, valuation of intangible assets, stock-based payments and financial instrument valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experience by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected.
   
(d)

Foreign currency translation
   

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
   
(e)

Basic and diluted net loss per share
   

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive. At September 30, 2011, there were 20,000,000 potentially dilutive instruments outstanding.
   
(f)

Property and Equipment
   

The solar powered charging station is recorded at cost and is depreciated on a straight-line basis over its estimated useful life of 20 years.
   
(g)

Income taxes
   

The Company accounts for income tax using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-7

Salamon Group Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements for the nine month periods ended September 30, 2011 and 2010
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)
   
(h)

Financial instruments
   

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence when measuring fair value using a hierarch based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization with the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:
   

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
   

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable data.
   

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
   

The Company’s financial instruments consist principally of cash, accounts payable, and advances from directors. The fair value of the Company’s cash equivalents, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. At September 30, 2011, the Company estimates that the carrying values of all of its financial instruments approximate their fair values due to the nature or duration of these instruments.
   

As of September 30, 2011, there were no assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet other than cash with a fair value measurement of $1,071 using Level 1.
   
(i)

Stock-based compensation
   

In accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50, Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
   
(j)

Comprehensive loss
   

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2011, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of other comprehensive loss in the financial statements.

F-8

Salamon Group Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements for the nine month periods ended September 30, 2011 and 2010
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)
   
(k)

Revenue and Deferred Revenue Recognition
   

The Company recognizes revenue of sales of goods and services only when a firm sales agreement is in place, delivery has occurred or services have been rendered and collectability of the fixed or determinable sales price is reasonably assured. The fees from the usage of its solar powered charged station are deferred and recognized as revenues over the term of the service arrangement.
   
(l)

New accounting policies adopted
   

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures. ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this amendment did not have a material effect of the Company’s financial statements.
   
(m)

Recent accounting pronouncements
   

Comprehensive income
   

In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update requires certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have an impact on the consolidated balance sheets, results of operations or cash flows.
   

Fair Value Accounting
   

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in Level 3 of the fair value hierarchy. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have a significant impact on the consolidated balance sheets, results of operations or cash flows.

F-9

Salamon Group Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements for the nine month periods ended September 30, 2011 and 2010
(Expressed in US dollars)
(Unaudited)

3.

Equipment

During the nine months ended September 30, 2011, the Company acquired a solar powered charging station (See Note 4f). Depreciation for the nine months ended September 30, 2011 was $4,233 (2010 -$nil)

                September 30,     December 31,  
                2011     2010  
          Accumulated     Net Carrying     Net Carrying  
    Cost     Depreciation     Value     Value  
Solar powered charging station $  127,000   $  4,233   $  122,767   $  -  

4.

Related Party Transactions and Balances

     
(a)

At September 30, 2011, a total of $33,701 (2010 - $2,233) was due to directors of the Company. The amount is unsecured, non-interest bearing and due on demand.

     
(b)

During the nine months ended September 30, 2011, the Company recognized $3,999 (2010 - $Nil) for donated rent at $444 per month provided by the President of the Company.

     
(c)

During the nine months ended September 30, 2011, the Company recognized $159,675 (2010 - $Nil) for management services provided by the President of the Company. As at September 30, 2011, $310,000 was included in accounts payable and is owed to the President of the Company. Included in the $310,000 is accounts payable of $140,325 assumed on the acquisition of Sunlogics Power (see Note 8).

     
(d)

During the nine months ended September 30, 2010, the Company shared office space with and incurred travel costs to Space Globe a company controlled by a former director (resigned on December 7, 2010) (“Space Globe”). During the nine months ended September 30, 2011, the Company incurred $nil (2010-$12,000) of allocated office, rent and travel expenses to this company.

     
(e)

On May 2, 2011, the Company’s subsidiary entered in a right of first offer agreement with Sunlogics Inc., a company controlled by common directors, whereby the Company’s subsidiary was granted the right of first offer to purchase any solar assets develop by Sunlogics Inc. at fair market value for a 3 year period. The Company’s subsidiary has the discretion to renew the term for an additional 3 year period.

     
(f)

In January 2011, the Company entered into a purchase agreement with Rooftop Energy LLC, a company controlled by common directors, to acquire a solar powered charging station for $175,000 less a state renewal energy credit of $48,000. As at September 30, 2011, $77,000 was included in accounts payable and is owed to Rooftop Energy LLC.

     
(g)

On August 31, 2011, the Company settled amounts owing to a director and officer for cash advances and expenses paid on behalf of the Company for 2,084,153 shares (See Note 5).

F-10

Salamon Group Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements for the nine month periods ended September 30, 2011 and 2010
(Expressed in US dollars)
(Unaudited)

5.

Common Stock
   

On January 24, 2011, the Company, pursuant to an agreement dated November 15, 2010, issued 1,500,000 shares of its common stock to a third party to settle accounts payable related to services provided. The shares were recorded in common shares to be issued as at December 31, 2010.
   

On May 12, 2011, the Company issued 20,000,000 shares of its common stock to an officer and director of the Company in a share exchange for 100% of the issued and outstanding shares of Sunlogics Power Fund Management Inc. (See Note 8).
   

On August 31, 2011 the Company issued 1,250,000 shares of its common stock with an estimated fair value of $22,425 in exchange for consulting services rendered.
   

On August 31, 2011, the Company issued 2,084,153 shares of its common stock with an estimated fair value of $104,208 to an officer and director of the Company in exchange for settlement of debt with a carrying value of $82,200. The difference of $22,008 was recognized in APIC as it was considered a capital transaction.
   
6.

Share Purchase Warrants
   

On May 12, 2011, the Company granted 20,000,000 share purchase warrants (Note 8). The share purchase warrants shall be exercisable at a price of $0.001 per share and expire on May 12, 2016. As at September 30, 2011, the share purchase warrants have not been issued.
   
7.

Commitments and Contingencies
   
(a)

Indemnities
   

During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada. These indemnities include certain agreements with the Company’s officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets.

F-11

Salamon Group Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements for the nine month periods ended September 30, 2011 and 2010
(Expressed in US dollars)
(Unaudited)

8.

Acquisition of Sunlogics Power

On May 12, 2011, the Company entered into a stock purchase agreement with Sunlogics Power to acquire all of the issued and outstanding shares of Sunlogics Power in exchange for 20,000,000 shares of the Company’s common stock and 20,000,000 stock purchase warrants. The warrants shall be exercisable at a price of $0.001 per share and expiring May 12, 2016. The acquisition of Sunlogics Power has been accounted for as an asset acquisition. The operations of Sunlogics have been included in these consolidated financial statements from the date of acquisition.

The following is a summary of the purchase price allocation at the date of acquisition based upon the estimated fair value of the assets acquired and liabilities assumed:

Consideration Given:      
20,000,000 common shares and 20,000,000 share purchase warrants. $  811,872  
       
Net assets acquired at fair value      
   Cash $  1  
   Intangible asset   1,299,595  
   Deferred income tax liability   (324,899 )
   Accounts payable   (162,825 )
Net assets at fair value   811,872  

Subsequent to recording the asset acquisition, the intangible asset pertaining to the first right of refusal to acquire solar assets from Sunlogics Inc. was written down to $0, its estimated fair value.

F-12

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

On May 12, 2011, we completed the acquisition of Sunlogics Power Fund Management Inc. 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.

For the period from inception (April 27, 2001) through September 30, 2011, our deficit accumulated has amounted to $2,450,999.

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.

The Company 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 acquiring solar power generating plants which the Company is currently identifying with potential sellers 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/or 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

The operating results and cash flows are presented for the nine months periods ended September 30, 2011 and 2010 and for the period of inception to December 31, 2010.

Summary of Period End Results            
    Nine Months Ended  
    September 30,     September  
    2011     30, 2010  
Revenue $  2,084   $  -  
             
Expenses   (308,766 )   (77,376 )
Impairment of intangible asset   (1,299,595 )      
Deferred income tax recovery   324,899        
Net Income (Loss) $  (1,281,378 ) $  (77,376 )

Revenues

For the nine months period ended September 30, 2011, we had total revenue of $2,084, compared to Nil for the nine month period ended September 30, 2010, an increase of $2,084 from revenues for usage of the Company’s solar powered charging station.

As of September 30, 2011 and September 30, 2010, deferred revenue totalled $47,916 and $Nil, respectively.

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Expenses    
     
The major components of our expenses for the year are outlined below:  
     
     
  9 Months Ended
  September 30, September
  2011 30, 2010
General and Administrative $  304,767   $  77,376  
Donated Rent 3,999 -
             
Total Expenses $  308,766 $  77,376

For the nine month period ended September 30, 2011, we had total operating expenses of $308,766, compared to $77,376 for the nine month period ended September 30, 2009, an increase of $231,390.

For the nine month period ended September 30, 2011, we had management fees of $159,675, compared to Nil for the nine month period ended September 30, 2010, an increase of $159,675.

For the nine month period ended September 30, 2011, we had professional and consulting fees of $119,950 compared to $45,100 for the nine month period ended September 30, 2010, an increase of $74,850.

For the nine month period ended September 30, 2011, we had impairment of an intangible asset of $1,299,595 compared to Nil for the nine month period ended September 30, 2011, an increase of $1,299,595.

The net loss for the nine month period ended September 30, 2011 was $1,281,378 compared to $77,376 for the nine month period ended September 30, 2010, an increase of $1,204,002.

Liquidity and Capital Resources

Working Capital

    At Sept     At December  
    30, 2011     31, 2010  
Current Assets $  1,071   $  0  
Current Liabilities   (575,965 )   (136,660 )
Working Capital $  (574,894 ) $  (136,660 )
             
             
Cash Flows            
             
    9 Months Ended  
    September 30,     September 30,  
    2011     2010  
Net Cash Provided By (Used In) Operating Activities $  (30,394 ) $  (63,375 )
Net Cash from Investing Activities   1     -  
Net Cash (Used In) Provided By Financing Activities   31,464     63,346  
Net Change in Cash During Period $  1,071   $  (29 )

F-14

Financing Requirements

From inception to September 30, 2011, we have suffered cumulative losses in the amount of $2,450,999. 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.

 

 

F-15

Financial Condition, Capital Resources and Liquidity

As of September 30, 2011, we have a deficit accumulated during the development stage of $2,450,999. At September 30, 2011, we had assets totalling $1,071 and current liabilities of $575,965 attributable to amounts due to related parties, accounts payable and deferred revenue.

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

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 acquire revenue producing assets.

Net Operating Losses

As of September 30, 2011, we have accumulated a net loss of $2,450,999.

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 September 30, 2011.

Critical Accounting Policies

There were no changes to the critical accounting policies as discussed in our 2010 Form 10-K.

Item 4(T). Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting

F-16

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the third quarter of our fiscal year ended December 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

F-17

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.

PART II - Other Information

Item 1. 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 2. Unregistered Sales of Equity securities and Use of Proceeds
   
None  
   
Item 3. Defaults Upon Senior securities
   
None  
   
Item 4. Submission of Matters to a Vote of Security Holders.
   
None  
   
Item 5. Other Information
   
None  

F-18

Exhibits.

Item 6.    
     
Exhibit Description  
No.    
2.1 Articles of Incorporation (1)
2.2 Bylaws (1)
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)

(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.

Dated: December 6, 2011 SALAMON GROUP INC.

By: /s/ Michael Matvieshen                            


 

F-19

SALAMON GROUP INC Reports

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