~~Table~~UNITED ~~of Contents~~STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~DC ~~EXCHANGE COMMISSION~~ 20549

~~Washington,~~FORM ~~DC 20549~~ 10-Q

~~FORM~~x ~~10-Q~~ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

xFor ~~Quarterly Report pursuant to Section 13 or 15(d) of~~ the ~~Securities~~quarterly ~~Exchange~~period ~~Act~~ended ofSeptember ~~1934~~30, 2011

~~For~~¨ ~~the~~Transition ~~quarterly~~Report ~~period~~pursuant ~~ended~~to ~~June 30,~~13 ~~2011~~or 15(d) of the Securities Exchange Act of 1934

¨For ~~Transition Report pursuant to 13 or 15(d) of~~ the ~~Securities~~transition ~~Exchange~~period ~~Act of 1934~~from to

~~For~~Commission ~~the~~File ~~transition~~Number: ~~period from to~~ 333-167147

~~Commission~~GreenCell, ~~File Number: 333-167147~~ Incorporated

~~GreenCell,~~(Exact ~~Incorporated~~name of small business issuer as specified in its charter)

(Exact name of small business issuer as specified in its charter)

Florida		27-1439209
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Florida		27-1439209
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1 Keuka Business Park, Penn Yan, New York 14527

1(Address ~~Keuka~~of ~~Business~~principal ~~Park,~~executive ~~Penn Yan, New York 14527~~ offices)

~~(Address of principal executive offices)~~ 315-694-7134

~~315-694-7134~~(Issuer’s telephone number)

(~~Issuer’s~~Former ~~telephone~~name, ~~number)~~former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (~~Former~~1) ~~name,~~has ~~former~~filed ~~address~~all ~~and~~reports ~~former~~required ~~fiscal~~to ~~year,~~be iffiled ~~changed since~~by ~~last~~Section ~~report~~13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. x Yes ¨ No

Indicate by check mark whether the registrant: ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section 13~~posted orpursuant ~~15(d)~~to Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange Act~~(§232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing~~files). ~~requirements~~¨ ~~for the past 90 days. x~~ Yes ¨ No No

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~or ~~Interactive~~a ~~Data~~smaller ~~File~~reporting ~~required~~company. toSee bethe ~~submitted~~definitions ~~and posted pursuant to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(§232.405~~filer,” of“accelerated ~~this~~filer” ~~chapter)~~and ~~during~~“smaller ~~the~~reporting ~~preceding~~company” 12in ~~months~~Rule ~~(or~~12b-2 ~~for~~of ~~such shorter period that~~ the ~~registrant~~Exchange ~~was~~Act. ~~required~~(check ~~to submit and post such files~~one)~~. ¨ Yes ¨ No~~ :

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

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ¨registrant ~~Non-accelerated~~is ~~filer~~a ¨shell ~~Smaller~~company ~~reporting~~(as ~~company~~defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Indicate bythe ~~check~~number ~~mark~~of ~~whether~~shares outstanding of each of the ~~registrant~~issuer’s isclasses aof ~~shell~~common ~~company~~stock, (as ~~defined~~of inthe ~~Rule~~latest ~~12b-2~~practicable date: common shares as of ~~the~~32,485,000 ~~Exchange Act). ¨ Yes x No~~as of November 11, 2011.

~~Indicate~~Table ~~the number~~ of ~~shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: common shares as of 31,760,000 as of August 16, 2011.~~Contents

Part I

Item 1.	Financial Statements	3

	Balance Sheets at September 30, 2011 (unaudited) and March 31, 2011 (audited)	3

	Statements of Operations – Three months ended September 30, 2011 and 2010 (unaudited) and the Six months ended September 20, 2011 and 2010	4

	Statement of Changes in Stockholders’ Equity	6

	Statements of Cash Flows – Six months ended September, 2011 and 2010 (unaudited)	5

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4T.	Controls and Procedures	26

Part II

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults upon Senior Securities	26

Item 4.	[Removed and Reserved]	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

	Signatures	28

~~Table of Contents~~ 2

Part I
Item 1.	Financial Statements	3
	Balance Sheets at June 30, 2011 (unaudited) and March 31, 2011 (audited)	3
	Statements of Operations – Three months ended June 30, 2011 and 2010 (unaudited)	4
	Statement of Changes in Stockholders’ Equity	5
	Statements of Cash Flows – Three months ended June 30, 2011 and 2010 (unaudited)	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4T.	Controls and Procedures	25
Part II
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults upon Senior Securities	25
Item 4.	[Removed and Reserved]	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27

Table of Contents

2PART 1 - FINANCIAL INFORMATION

~~Table~~ITEM of1. FINANCIAL ~~Contents~~STATEMENTS

~~PART~~GreenCell, ~~1 - FINANCIAL INFORMATION~~ Incorporated

~~ITEM 1.~~(A ~~FINANCIAL~~Development ~~STATEMENTS~~Stage Company)

~~GreenCell~~Balance ~~Incorporated~~ Sheets

(A Development Stage Company)

	September 30,			March 31,
	2011			2011
	(Unaudited)
ASSETS
Current assets:
Cash	$	1,105		$	73,318
Total current assets		1,105			73,318

Property and equipment:
Equipment, net of accumulated depreciation		17,850			20,400
Deposit on purchase of equipment		3,125			0
Total assets	$	22,080		$	93,718


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable	$	-		$	20,000
Notes payable - shareholders		139,600			277,500
Accounts payable and accrued expenses		106,643			77,926
Total current liabilities		246,243			375,426

Stockholders' equity:

Common stock, $.01 par value, authorized 100,000,000 shares; 32,485,000 and 29,710,000 issued and outstanding as of September 30, 2011 and March 31, 2011, respectively		324,850			297,100
Additional paid-in capital		473,650			223,900
Accumulated deficit during development stage		(1,022,663	)		(802,708	)
		(224,163	)		(281,708	)
Total liabilities and stockholders' equity	$	22,080		$	93,718

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

	June 30,2011			March 31,2011
	(Unaudited)
ASSETS
Current assets:
Cash	$	4,022		$	73,318
Total current assets		4,022			73,318
Equipment, net of accumulated depreciation		19,125			20,400
Total assets	$	23,147		$	93,718
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	—		$	20,000
Notes payable - shareholders		112,500			277,500
Accounts payable and accrued expenses		91,418			77,926
Total current liabilities		203,918			375,426
Stockholders’ equity:
Common stock, $.01 par value, authorized 100,000,000 shares; 31,760,00 and 29,29,710,000 issued and outstanding as of June 30, 2011 and March 31, 2011, respectively		317,600			297,100
Additional paid-in capital		408,400			223,900
Accumulated deficit during development stage		(906,771	)		(802,708	)
		(180,771	)		(281,708	)
Total liabilities and stockholders’ equity	$	23,147		$	93,718

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

3ITEM 1. Financial Statements (continued)

~~Table~~GreenCell, ~~of Contents~~Incorporated

~~ITEM~~(A 1.Development ~~Financial~~Stage ~~Statements (continued~~Company)

~~GreenCell,~~Statement ~~Incorporated~~of Operations

(~~A Development Stage Company~~Unaudited)

Statements of Operations

	For the Three Months Ended September 30, 2011			For the Three Months Ended September 30, 2010			For the Six Months Months Ended September 30, 2011			For the Six Months Months Ended September 30, 2010			For the Period December 7, 2009 (Inception) to September 30, 2011

Revenue	$	-		$	-		$	-		$	-		$	-

Operating expenses:

General and administrative		45,564			46,067			98,546			75,484			363,872
Consulting fees		-			15,000			-			30,000			307,500
Professional fees		23,640			1,750			34,650			5,750			107,440
Research and development		37,268			20,740			83,089			63,008			230,213

Total operating expenses		106,472			83,557			216,285			174,242			1,009,025

Net income (loss) from operations	$	(106,472	)	$	(83,557	)	$	(216,285	)	$	(174,242	)	$	(1,009,025	)


Other income (expense):

Interest expense		(9,420	)		-			(3,670	)		-			(13,638	)

Total other income (expense)		(9,420	)		-			(3,670	)		-			(13,638	)

Net income (loss)	$	(115,892	)	$	(83,557	)	$	(219,955	)	$	(174,242	)	$	(1,022,663	)


Weighted average number of common shares outstanding, basic and fully diluted		32,485,000			29,710,000			31,332,253			29,710,000


Net loss per weighted share basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

~~(Unaudited)~~The accompanying notes are an integral part of these financial statements.

	For theThree MonthsEndedJune 30, 2011			For theThree MonthsMonths EndedJune 30, 2010			For the PeriodDecember 7, 2009(Inception) toJune 30, 2011
Revenue	$	—		$	—		$	—
Operating expenses:
General and administrative		52,862			29,417			318,308
Consulting fees		—			15,000			307,500
Professional fees		11,010			4,000			83,800
Research and development		45,821			42,268			192,945
Total operating expenses		109,693			90,685			902,553
Net income (loss) from operations	$	(109,693	)	$	(90,685	)	$	(902,553	)
Other income (expense):
Interest income (expense)		5,630			—			(4,218	)
Total other income (expense)		5,630			—			(4,218	)
Net income (loss)	$	(104,063	)	$	(90,685	)	$	(906,771	)
Weighted average number of common shares outstanding, basic and fully diluted		29,872,198			29,681,311
Net loss per weighted share basic and fully diluted	$	(0.00	)	$	(0.00	)

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

4ITEM 1. Financial Statements (continued)

~~Table~~GreenCell, ~~of Contents~~Incorporated

~~ITEM~~(A 1.Development ~~Financial~~Stage ~~Statements (continued~~Company)

~~GreenCell,~~Statements ~~Incorporated~~of Cash Flows

(~~A Development Stage Company~~Unaudited)

Statement of Changes in Stockholders’ Equity

	For the Six Months Ended September 30, 2011			For the Six Months Ended September 30, 2010			For the Period December 7, 2009 (Inception) to September 30, 2011
Cash flows from operating activities
Net loss	$	(219,955	)	$	(174,242	)	$	(1,022,663	)

Adjustments to reconcile net loss to net cash:
Depreciation expense		2,550			3,750			7,650
Stock-based expense for services		2,500			-			302,500

Changes in operating assets and liabilities:
Accounts payable and accrued expenses		28,717			13,418			106,643

Net cash used in operating activities		(186,188	)		(157,074	)		(605,870	)

Cash flows from investing activites
Purchase of equipment		-			-			(25,500	)
Deposit on purchase of equipment		(3,125	)		-			(3,125	)

Net cash used in investing activities		(3,125	)		-			(28,625	)

Net cash from financing activities
Issuance of common stock		70,000			25,000			291,000
Proceeds from borrowings		47,100			60,000			344,600

Net cash provided by financing activities		117,100			85,000			635,600

Net increase (decrease) in cash		(72,213	)		(72,074	)		1,105
Cash, beginning of period		73,318			81,574			-
Cash, end of period	$	1,105		$	9,500		$	1,105


Supplemental information:

Issuance of 5,600,000 shares of common stock for consulting services	$	-		$	-		$	280,000
Issuance of 400,000 shares of common stock in exchange for legal services	$	-		$	-		$	20,000
Issuance of 21,500,000 shares of common stock in exchange for technology license	$	-		$	-		$	215,000
Issuance of 2,050,000 shares of common stock in connection with coversion of notes payable	$	205,000		$	-		$	205,000
Issuance of 25,000 shares of common stock in exchange for services	$	2,500		$	-		$	2,500

~~(Unaudited)~~The accompanying notes are an integral part of these financial statements.

								AccumulatedDeficit DuringDevelopmentalStage			TotalStockholder’sEquity
					Additional Paid-in Capital
	Common Stock
	Shares		Amount
December 7, 2009		—	$	—	$	—		$	—		$	—
Shares issued for cash		1,960,000		19,600		176,400			—			196,000
Shares issued for services		6,000,000		60,000		240,000			—			300,000
Shares issued for technology license		21,500,000		215,000		(215,000	)		—			—
Net income (loss) December 7, 2009 (Inception) to March 31, 2010		—		—		—			(414,921	)		(414,921	)
Balance, March 31, 2010		29,460,000		294,600		201,400			(414,921	)		81,079
Shares issued for cash		250,000		2,500		22,500			—			25,000
Net income (loss) for the year ended March 31, 2011		—		—		—			(387,787	)		(387,787	)
Balance, March 31, 2011		29,710,000	$	297,100	$	223,900		$	(802,708	)	$	(281,708	)
Shares issued in connection with the conversion of notes payable		2,050,000		20,500		184,500						205,000
Net income (loss) for the three months ended June 30, 2011									(104,063	)		(104,063	)
Balance, June 30, 2011		31,760,000	$	317,600	$	408,400		$	(906,771	)	$	(180,771	)

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

5ITEM 1. Financial Statements (continued)

~~Table~~GreenCell, ~~of Contents~~Incorporated

~~ITEM~~(A 1.Development ~~Financial~~Stage ~~Statements (continued~~Company)

~~GreenCell~~Statement ~~Incorporated~~of Changes in Stockholders' Equity

(~~A Development Stage Company~~Unaudited)

Statements of Cash Flows

	Common Stock				Additional			Accumulated Deficit During Developmental			Total Stockholder's
	Shares		Amount		Paid-In Capital			Stage			Equity
December 7, 2009		-	$	-	$	-		$	-		$	-

Shares issued for cash		1,960,000		19,600		176,400			-			196,000

Shares issued for services		6,000,000		60,000		240,000			-			300,000

Shares issued for technology license		21,500,000		215,000		(215,000	)		-			-

Net income (loss) December 7, 2009
(Inception) to March 31, 2010		-		-		-			(414,921	)		(414,921	)

Balance, March 31, 2010		29,460,000		294,600		201,400			(414,921	)		81,079

Shares issued for cash		250,000		2,500		22,500			-			25,000

Net income (loss) for the year ended
March 31, 2011		-		-		-			(387,787	)		(387,787	)

Balance, March 31, 2011		29,710,000	$	297,100	$	223,900		$	(802,708	)	$	(281,708	)

Shares issued in connection with the conversion of notes payable		2,050,000		20,500		184,500			205,000

Shares issued for cash		700,000		7,000		63,000			70,000

Shares issued for services		25,000		250		2,250			2,500

Net income (loss) for the six months ended September 30, 2011									(219,955	)		(219,955	)
Balance, September 30, 2011		32,485,000	$	324,850	$	473,650		$	(1,022,663	)	$	(224,163	)

~~(Unaudited)~~The accompanying notes are an integral part of these financial statements.

	For theThree MonthsEndedJune 30, 2011			For theThree MonthsEndedJune 30, 2010			For the PeriodDecember 7, 2009(Inception) toJune 30, 2011
Cash flows from operating activities
Net loss	$	(104,063	)	$	(90,685	)	$	(906,771	)
Adjustments to reconcile net loss to net cash:
Depreciation expense		1,275			1250			6,375
Stock-based compensation		—			—			300,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		13,492			1			91,417
Net cash used in operating activities		(89,296	)		(89,434	)		(508,979	)
Cash flows from investing activities
Purchase of equipment		—			—			(25,500	)
Net cash used in investing activities		—			—			(25,500	)
Net cash from financing activities
Issuance of common stock		—			25,000			221,000
Proceeds from borrowings		20,000			—			317,500
Net cash provided by financing activities		20,000			25,000			538,500
Net increase (decrease) in cash		(69,296	)		(64,434	)		4,022
Cash, beginning of period		73,318			81,574			—
Cash, end of period	$	4,022		$	17,140		$	4,022
Supplemental information:
Issuance of 5,600,000 shares of common stock for consulting services	$	—		$	—		$	280,000
Issuance of 400,000 shares of common stock in exchange for legal services	$	—		$	—		$	20,000
Issuance of 21,500,000 shares of common stock in exchange for technology license	$	—		$	—		$	215,000
Issuance of 2,050,000 shares of common stock in connection with conversion of notes payable	$	205,000		$	—		$	205,000

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

6ITEM 1. Financial Statements (continued)

~~Table~~GREENCELL ~~of Contents~~INCORPORATED

~~ITEM 1.~~(A ~~Financial~~Development ~~Statements~~Stage ~~(continued~~Company)

~~GREENCELL~~NOTES ~~INCORPORATED~~TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(ASeptember ~~Development~~30, ~~Stage Company)~~ 2011

~~NOTES~~Note TO1—Organization ~~CONSOLIDATED~~and ~~CONDENSED~~nature ~~FINANCIAL~~of ~~STATEMENTS~~ operations

~~Note 1—~~Organization ~~and nature of operations~~

~~Organization~~GreenCell, Incorporated (“the Company”) was organized December 7, 2009 under the laws of the State of Florida. The Company has not commenced significant operations, and in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entity,” the Company is considered a development stage company.

~~GreenCell,~~The ~~Incorporated~~Company (“is in the ~~Company”)~~business ~~was~~of ~~organized December 7,~~developing ~~2009~~commercial ~~under~~and ~~the~~industrial ~~laws~~applications offor the ~~State~~SenCer, ~~of Florida~~Inc. ~~The~~(“SenCer”) ~~Company~~Ultra ~~has~~Temp ~~not~~Composite, ~~commenced~~including ~~significant operations~~igniters, ~~and~~oxygen insensors, ~~accordance~~fuel ~~with~~cells, ~~Financial~~and ~~Accounting~~brake ~~Standard~~pad ~~Board~~products ~~(“FASB”)~~for ~~Accounting~~the ~~Standards~~automotive, ~~Codification~~home ~~(“ASC”) Topic 915~~appliance, ~~“Development~~heating ~~Stage~~and ~~Entity,”~~cooling ~~the~~and ~~Company~~medical industries. SenCer is ~~considered~~one aof ~~development~~the ~~stage~~founding ~~company.~~shareholders of the Company.

~~The~~As indicated above, the Company is inan ~~the~~early development stage business, ~~of developing~~with ~~commercial~~no revenue generating operations and ~~industrial~~does ~~applications~~not ~~for~~anticipate ~~the~~generating ~~SenCer,~~revenues ~~Inc.~~before ~~(“SenCer”)~~the ~~Ultra~~fourth ~~Temp~~quarter ~~Composite,~~of ~~including~~the ~~igniters,~~fiscal ~~oxygen~~year ~~sensors,~~beginning ~~fuel~~April ~~cells~~1, ~~and~~2011. ~~brake~~In ~~pad~~order ~~products~~to ~~for~~commence ~~the~~revenue ~~automotive~~generating operations, ~~home~~the ~~appliance,~~Company ~~heating~~needs to complete development of its igniter and ~~cooling~~then begin marketing and ~~medical~~ ~~industries~~selling its future igniter product. The ~~SenCer~~Company isthen ~~one~~needs to complete development of ~~the~~its ~~founding~~O2 ~~shareholders~~sensors, offuel ~~the~~cells, ~~Company.~~and brake pad future products and thereafter sell and market these products.

AsThe ~~indicated~~accompanying ~~above,~~unaudited ~~the~~September ~~Company~~30, is2011 aninterim ~~early~~financial ~~development~~statements ~~stage business~~of GreenCell, ~~with~~Incorporated nohave ~~revenue~~been ~~generating~~prepared ~~operations~~in ~~and~~accordance ~~does~~with ~~not~~accounting ~~anticipate~~principles ~~generating~~generally ~~revenues~~accepted ~~before~~in the ~~fourth~~United ~~quarter~~States of ~~the~~American ~~fiscal~~pursuant ~~year~~to ~~beginning~~the ~~April 1,~~rules ~~2011.~~of Inthe ~~order~~Securities toand ~~commence~~Exchange ~~revenue~~Commission. In ~~generating~~the ~~operations~~opinion of management, the ~~Company~~unaudited ~~needs~~interim tofinanancial ~~complete development~~statements include all adjustments, consisting of ~~its~~normal ~~igniter~~recurrring ~~and~~accruals, ~~then~~necessary ~~begin~~in ~~marketing~~order ~~and~~to ~~selling~~make ~~its~~the ~~future~~financial ~~igniter~~statements ~~product~~not misleading. ~~The~~Operating ~~Company~~results ~~then~~for ~~needs~~the tothree ~~complete~~month ~~development~~period ofended ~~its~~September ~~O2 sensors~~30, ~~fuel~~2011 ~~cells,~~are ~~and~~not ~~brake~~necessarily ~~pad~~indicative ~~future~~of ~~products~~the ~~and~~results ~~thereafter~~that ~~sell~~may ~~and~~be ~~market~~expected ~~these~~for ~~products~~the year ended March 31, 2012.

~~The~~Accounting accompanying unaudited June 30, 2011 interim financial statements of GreenCell, Incorporated have been prepared in accordance with accounting principles generally accepted in the United States of American pursuant to the rules of the Securities and Exchange Commission. In the opinion of management, the unaudited interim financial statements include all adjustments, consisting of normal recurring accruals, necessary in order to make the financial statements not misleading. Operating results for the three month period ~~ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ended March 31, 2012.~~

~~Accounting~~The Company has adopted a fiscal year accounting period that begins on April 1, and ends on March 31 of a given year.

~~The~~Note ~~Company~~2—Summary ~~has~~of ~~adopted~~significant ~~a fiscal year~~ accounting ~~period that begins on April 1, and ends on March 31 of a given year.~~ principles

~~Note~~Use ~~2—Summary~~ of ~~significant accounting principles~~ estimates

~~Use~~The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. 7

~~Cash~~Table ~~and~~of ~~cash equivalents~~ Contents

~~The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents.~~ Cash and cash ~~equivalents~~ ~~consist of cash in banks, free credit on investment accounts and money market accounts.~~ equivalents

7The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts.

~~Table~~Revenue ~~of Contents~~recognition

In accordance with the FASB ASC Topic 605, “Revenue ~~recognition~~Recognition,” the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured.

InFurniture accordance with the FASB ASC Topic 605, “Revenue Recognition,” the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and ~~collectability is reasonably assured.~~ equipment

Furniture and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in operations.

~~Furniture~~The ~~and~~Company ~~equipment~~provides isfor ~~stated at cost less accumulated~~ depreciation. ~~Depreciation~~and isamortization ~~computed using the straight-line method~~ over the following estimated useful ~~lives~~ of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in operations. lives:

The Company provides for depreciation and amortization over the following estimated useful lives:

Furniture and fixtures		5-7 years

Office equipment		5-7 years

Vehicles		5 years

Machinery and equipment		5 years

Furniture and fixtures	5-7 years
Office equipment		5-7 years
Vehicles		5 years
Machinery and equipment		5 years

Long-Lived Assets

~~Long~~In accordance with FASB ASC Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-~~Lived~~lived ~~Assets~~assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.

InFair ~~accordance~~Value ~~with FASB ASC Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators~~ of ~~impairment~~Financial ~~are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.~~ Instruments

~~Fair~~The ~~Value~~ fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying balance sheet at September 30, 2011

The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying balance sheet at June 30, 2011. Inventories

~~Inventories~~Inventory is valued at the lower of cost or market, cost being determined by the first-in, first-out (FIFO) method. Obsolete items are carried at estimated net realizable value.

~~Inventory~~Loss isPer ~~valued~~Common ~~at the lower of cost or market, cost being determined by the first-in, first-out (FIFO) method. Obsolete items are carried at estimated net realizable value.~~ Share

~~Loss~~The ~~Per~~Company ~~Common~~complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share .” Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period.

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates the dilutive effect of common stock equivalents on an average basis during the period. 8

~~Research~~Table ~~and~~of ~~development~~ Contents

~~The Company accounts for research and development costs in accordance with FASB ASC subtopic 730-10, “~~Research and ~~Development.” Under FASB ASC 730-10, all research and~~ development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred, and includes payroll, employee benefits, stock based compensation, and other head-count related expenses associated with product development, material and supplies, and outside engineering and development expenses, purchase of technology, and certain expense incurred in connection with the operation of facilities that are dedicated to current and future research and development projects. The Company incurred research and development expenses of approximately of $45,821 and $42,268 for the three month periods ended June 30, 2011 and 2010, respectively.

8The Company accounts for research and development costs in accordance with FASB ASC subtopic 730-10, “Research and Development.” Under FASB ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred, and includes payroll, employee benefits, stock based compensation, and other head-count related expenses associated with product development, material and supplies, and outside engineering and development expenses, purchase of technology, and certain expense incurred in connection with the operation of facilities that are dedicated to current and future research and development projects. The Company incurred research and development expenses of approximately of $63,008 and $83,089 for the six month periods ended September 30, 2011 and 2010, respectively.

~~Table~~Income ~~of Contents~~Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method. Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

~~The~~In ~~Company~~accordance ~~accounts~~with ~~for~~GAAP, ~~income~~the ~~taxes~~Company inis ~~accordance~~required ~~with~~to ~~FASB~~determine ~~ASC~~whether ~~Topic~~a ~~740,~~tax ~~“Income~~position ~~Taxes,”~~of ~~which~~the ~~requires~~Company ~~accounting~~is ~~for~~more ~~deferred~~likely ~~income~~than ~~taxes~~not ~~under~~to ~~the~~be ~~asset~~sustained ~~and~~upon ~~liability~~examination ~~method.~~by ~~Deferred income~~the ~~tax~~applicable ~~asset~~taxing ~~and~~authority, ~~liabilities~~including ~~are~~resolution ~~computed~~of ~~for~~any ~~difference~~related ~~between~~appeals ~~the~~or ~~financial~~litigation ~~statement~~processes, ~~and~~based ~~tax~~on ~~bases~~the oftechnical ~~assets~~merits ~~and~~of ~~liabilities~~the ~~that~~position. ~~will~~The ~~result~~Company infiles ~~taxable~~an orincome ~~deductible~~tax ~~amounts~~return in the ~~future~~U.S. ~~based~~federal onjurisdiction, ~~the~~and ~~enacted~~may ~~tax~~file ~~laws~~income ~~and~~tax ~~rates~~returns ~~applicable to~~in ~~the~~various ~~periods~~U.S. instate ~~which~~and ~~the~~local ~~differences~~jurisdictions. The ~~are~~tax ~~expected~~benefit to ~~affect~~be ~~taxable~~recognized ~~income.~~is ~~Valuation~~measured ~~allowances~~as ~~are~~the ~~established,~~largest ~~when~~amount ~~necessary,~~of tobenefit ~~reduce~~that ~~the~~is ~~deferred~~greater ~~income~~than ~~tax~~fifty ~~assets~~percent tolikely ~~the~~of ~~amount~~being ~~expected~~realized toupon beultimate ~~realized~~settlement.

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of April 1, 2010.

Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

Interest and Penalty Recognition on Unrecognized Tax Benefits

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Comprehensive Income

The Company complies with FASB ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. FASB ASC Topic 220 requires the Company’ to reflect as a separate component of stockholders’ equity items of comprehensive income.

~~Stock-Based Compensation~~ 9

~~The~~Table Company complies with FASB ASC Topic 718, “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. For the period December 7, 2009 (Inception) to March 31, 2010, the Company issued 6.0 million shares of its $.01 par value common stock to consultants for consulting services, and in connection with issuance of these shares, the Company recorded additional compensation expense of $300,000 under FASB ASC 718; no shares were issued to consultants for consulting services during the fiscal year ended March 31, 2011. Contents

9Stock-Based Compensation

~~Table~~The Company complies with FASB ASC Topic 718, “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of ~~Contents~~the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. For the period December 7, 2009 (Inception) to March 31, 2010, the Company issued 6.0 million shares of its $.01 par value common stock to consultants for consulting services, and in connection with issuance of these shares, the Company recorded additional compensation expense of $300,000 under FASB ASC 718. For the six month period ended September 30, 2011, the Company issued 25,000 shares of its common stock to outside professionals for services; these shares were valued at $2,500.

Valuation of Investments in Securities at Fair Value—Definition and Hierarchy

FASB ASC Topic 820, “Fair Value Measurements and Disclosures” provides a framework for measuring fair value under generally accepted accounting principles in the United States and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations, as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. 10

~~Fair~~Table ~~value is a market-based measure considered from the perspective~~ of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. Contents

10Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.

~~Table~~Fair value is a market-based measure considered from the perspective of ~~Contents~~a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

Valuation Techniques

The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year.

Government Bonds

The fair value of sovereign government bonds is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issuer, maturity and seniority.

Certificate of Deposits

The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits.

Recently Adopted Accounting Pronouncements

In December 2010, FASB issued ASC ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (Topic 350) — Intangibles — Goodwill and Other.” ASU 2010-28 amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2, if qualitative factors indicate that it is more likely than not that goodwill impairment exists. The amendments to this update are effective for us in the first quarter of 2011. Any impairment to be recorded upon adoption will be recognized as an adjustment to our beginning retained earnings. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU No. 2010-13, “Compensation - Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades,” which addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. Topic 718 is amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades shall not be considered to contain a market, performance or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as equity classification. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. ASU No. 2010-13 is effective for interim and annual periods beginning on or after December 15, 2010 and is not expected to have a material impact on the Company’s consolidated financial position or results of operations. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s financial statement 11

11Table of Contents

~~Table~~In January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of ~~Contents~~Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s financial statement

In December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which the provisions of ASU 2009-15 may have on the Company’s financial statements

In December 2009, the Company adopted FASB ASC Topic 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures,” for nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of ASC 820-10 did not have a material impact on the Company’s financial statements.

In August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” to provide guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. The Company adopted the guidance in December 2009, and there was no material impact on the Company’s financial statements or related footnotes.

In June 2009, the FASB issued the FASB Accounting Standards Codification (the “Codification”) and a new Hierarchy of Generally Accepted Accounting Principles which establishes only two levels of GAAP: authoritative and ~~non-authoritative~~nonauthoritative. The Codification is now the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP, except for rules and interpretive releases of the SEC, which are additional sources of authoritative GAAP for SEC registrants. All other ~~non-grandfathered~~nongrandfathered, non-SEC accounting literature not included in the Codification will become ~~non-authoritative~~nonauthoritative. The Codification is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The Company adopted the new guidelines and numbering system prescribed by the Codification when referring to GAAP on December 9, 2009. The application of the Codification did not have an impact on the Company’s financial statements; however, all references to authoritative accounting literature will now be references in accordance with the Codification.

In May 2009, the FASB issued authoritative guidance for subsequent events, now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The guidance sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. The guidance also requires the disclosure of the date through which an entity has evaluated subsequent events and whether this date represents the date the financial statements were issued or were available to be issued. The Company adopted this guidance effective December 7, 2009 with no significant impact on the Company’s financial statements or related footnotes. 12

InTable ~~April 2009, the FASB provided additional guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” when the volume and level~~ of activity for the asset or liability have significantly decreased. This additional guidance re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept and clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability. This guidance also provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly. The scope of this guidance does not include assets and liabilities measured under quoted prices in active markets. This guidance is applied prospectively to all fair value measurements where appropriate and will be effective for interim and annual periods ending after June 15, 2009. The Company adopted this guidance in December 2009, and the adoption of the provisions of this guidance did not have any material impact on the Company’s financial statements. Contents

12In May 2009, the FASB issued authoritative guidance for subsequent events, now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The guidance sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. The guidance also requires the disclosure of the date through which an entity has evaluated subsequent events and whether this date represents the date the financial statements were issued or were available to be issued. The Company adopted this guidance effective December 7, 2009 with no significant impact on the Company’s financial statements or related footnotes.

~~Table~~In April 2009, the FASB provided additional guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” when the volume and level of ~~Contents~~activity for the asset or liability have significantly decreased. This additional guidance re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept and clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability. This guidance also provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly. The scope of this guidance does not include assets and liabilities measured under quoted prices in active markets. This guidance is applied prospectively to all fair value measurements where appropriate and will be effective for interim and annual periods ending after June 15, 2009. The Company adopted this guidance in December 2009, and the adoption of the provisions of this guidance did not have any material impact on the Company’s financial statements.

In April 2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC Topic 825-10-65, “Interim Disclosures about Fair Value of Financial Instruments,” which amends U.S. GAAP to require entities to disclose the fair value of financial instruments in all interim financial statements. The additional requirements of this guidance also require disclosure of the method(s) and significant assumptions used to estimate the fair value of those financial instruments. Previously, these disclosures were required only in annual financial statements. The additional requirements of this guidance are effective for interim reporting periods ending after June 15, 2009. The Company adopted this guidance in December 2009, and the adoption of the provisions of this guidance did not have any material impact on the Company’s financial statements.

In April, 2009, the FASB issued ASC Topic 320-10 (ASC 320-10), “Recognition and Presentation of Other-Than-Temporary Impairments,” which provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. ASC Topic 320-10 provides greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. This statement also requires more timely disclosures and an increase in disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. The adoption of the additional requirements did not have any financial impact on the Company’s financial statements.

On December 7, 2009, The Company adopted FASB ASC Topic 805 (ASC 805), “Business Combinations,” which generally requires an acquirer to recognize the identifiable assets acquired, liabilities assumed, contingent purchase consideration and any ~~non-controlling~~noncontrolling interest in the acquiree at fair value on the date of acquisition. It also requires an acquirer to recognize as expense most transaction and restructuring costs as incurred, rather than include such items in the cost of the acquired entity. For the Company, ASC 805 applies prospectively to business combinations for which the acquisition date is on or after October 1, 2009. The adoption of ASC 805 did not have a material impact on the Company’s financial statements.

~~Concentration~~Table of ~~Credit Risk~~ Contents

~~The~~In ~~Company~~June ~~maintains~~2009, ~~its~~the ~~cash~~FASB issued the FASB Accounting Standards Codification (the “Codification”) and ~~cash~~a ~~equivalents~~new inHierarchy ~~bank~~of ~~deposit~~Generally ~~accounts,~~Accepted Accounting Principles which, atestablishes ~~times~~only ~~may~~two ~~exceed~~levels ~~federally~~of ~~insured~~GAAP: ~~limits~~authoritative and non-authoritative. The ~~Company~~ ~~has~~Codification ~~not~~is ~~experienced~~now ~~any~~the ~~losses~~source inof ~~such~~authoritative ~~accounts~~U.S. ~~Management~~GAAP ~~believes~~recognized by the ~~Company~~FASB isto ~~not~~be ~~exposed~~applied toby ~~any~~nongovernmental ~~significant~~entities ~~credit~~in ~~risk~~the ~~related~~preparation toof ~~cash~~financial statements in conformity with GAAP, except for rules and ~~cash~~interpretive ~~equivalents~~releases of the SEC, which are additional sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC

~~Note~~Concentration ~~3—Going~~of ~~concern~~Credit Risk

The ~~accompanying~~Company ~~financial~~maintains ~~statements~~its ~~have~~cash ~~been prepared assuming that the company will continue as a going concern, which contemplates the recoverability of assets~~ and ~~the~~cash ~~satisfaction~~equivalents ~~of liabilities~~ in ~~the~~bank ~~normal~~deposit ~~course of business. As noted above~~accounts, ~~the company is in the development stage and~~which, ~~accordingly,~~ ~~has~~at ~~not~~times ~~yet~~may ~~generated~~exceed ~~any~~federally ~~revenues~~insured ~~from operations~~limits. The ~~Currently, the~~ Company ~~does~~has not ~~have~~experienced ~~sufficient~~any ~~cash~~losses ~~to sustain itself for the next twelve months. We expect to raise additional capital through one or more of the following plans, none of which are~~ in place at the present time: (i) a private placement of our securities; (ii) the procurement of bank lines of credit or other debt facilities; and/or (iii) the procurement of governmental grants that may be available for development of alternative energy technologies such ~~as fuel cell technologies~~accounts. Management Inbelieves the ~~event~~Company ~~that~~is ~~this financing does~~ not ~~materialize,~~exposed ~~the Company may be unable~~ to ~~implement its current plans for expansion, pay its obligations as they become due, or continue as a going concern,~~ any ofsignificant ~~which~~credit ~~circumstances~~risk ~~would~~related ~~have~~to acash ~~material adverse effect on the business prospects, financial condition,~~ and ~~results~~cash ~~of operations~~equivalents. ~~The accompanying financial statements do not include any adjustments that might be required should the company be unable to recover the value of its assets or satisfy its liabilities.~~

13Note 3—Going concern

~~Table~~The accompanying financial statements have been prepared assuming that the company will continue as a going concern, which contemplates the recoverability of ~~Contents~~assets and the satisfaction of liabilities in the normal course of business. As noted above, the company is in the development stage and, accordingly, has not yet generated any revenues from operations. Currently, the Company does not have sufficient cash to sustain itself for the next twelve months. We expect to raise additional capital through one or more of the following plans, none of which are in place at the present time: (i) a private placement of our securities; (ii) the procurement of bank lines of credit or other debt facilities; and/or (iii) the procurement of governmental grants that may be available for development of alternative energy technologies such as fuel cell technologies. In the event that this financing does not materialize, the Company may be unable to implement its current plans for expansion, pay its obligations as they become due, or continue as a going concern, any of which circumstances would have a material adverse effect on the business prospects, financial condition, and results of op0erations. The accompanying financial statements do not include any adjustments that might be required should the company be unable to recover the value of its assets or satisfy its liabilities.

Note 4—Equipment

At ~~June~~ September 30, 2011, equipment consisted of one piece of analytical equipment, valued at $25,500. The Company recorded $12,~~275~~550 in depreciation expense for the ~~three~~six months ended ~~June~~ September 30, 2011.

Table of Contents

Note 5—Notes Payable – Shareholders

Notes payable – shareholders consist of the following at ~~June~~ September 30, 2011:

Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on July 15, 2011.	$	25,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on September 13, 2011.		10,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on October 5, 2011		5,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on October 22, 2011		10,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on October 26, 2011		10,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on November 16, 2011.	$	5,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on November 23, 2011.		10,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on December 7, 2011.		5,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on December 29, 2011		10,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on December 29, 2011.		10,000
Advances received from co-founding shareholder, unsecured, non-interest bearing, and due on demand.		22,500
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on July 1, 2012.		12,500
	$	112,500
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on July 14, 2012.		6,000
Note payable—shareholder, unsecured; interest accrues at 10% per annum. The note and accrued interest is due on July 14, 2012.		10,000
Advances received from co-founding shareholder, unsecured, non-interest bearing, and due on demand.		21,100
	$	139,600

~~Note 6—Income taxes~~ 15

AtTable ~~June 30, 2011, the Company had approximately $907,000~~ of net operating losses (“NOL”) carry-forwards for federal and state income purposes. These losses are available for future years and expire through 2032. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382. Contents

15Note 6—Income taxes

~~Table~~At September 30, 2011, the Company had approximately $1,023,000 of ~~Contents~~net operating losses (“NOL”) carry-forwards for federal and state income purposes. These losses are available for future years and expire through 2032. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.

The deferred tax asset is summarized as follows:

	June 30,
	September 30, 2011			September 30, 2010
	2011			2010
Deferred tax asset:
Net operating loss carryforwards	$	~~340~~384,000		$	190,000
Deferred tax asset		~~340~~384,000			190,000
Less: valuation allowance		(~~340~~384,000	)		(190,000	)
Net deferred asset	$	—-		$	—-

A reconciliation of income tax expense computed at the U.S. federal, state, and local statutory rates and the Company’s effective tax rate is as follows:

	March 31,
	2011			2010
Statutory federal income tax expense		(34	)%		(34	)%
State and local income tax (net of federal benefits)		(4	)		(4	)
State and local income tax		(4	)		(4	)
(net of federal benefits)
Valuation allowance		38			38
		—	%		—	%
		-	%		-	%

The Company has taken a 100% valuation allowance against the deferred tax asset attributable to the NOL carryforward of $~~340~~384,000 at ~~June~~ September 30, 2011, due to the uncertainty of realizing the future tax benefits. The increase in valuation allowance of $~~146~~194,000 is primarily attributable to the Company’s net operating loss reported for the year ended ~~June~~ September 30, 2011.

Note 7—Stockholders’ Equity

In December 2009, the Company issued 21,500,000 shares of its $0.01 par value common stock at an agreed value of $.01 as founders’ shares for licensing rights and services. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “"transactions by an issuer not involving any public offering.” "

On December 9, 2009, the Company issued 2,800,000 shares of its $.01 par value common stock at an agreed value of $.05 for consulting services. In connection with issuance of these shares, the Company recorded compensation expense in the amount of $140,000; this amount is included in consulting fees on the statement of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “transactions by an issuer not involving any public offering.” 16

OnTable ~~February 1, 2010, the Company issued 2,800,000 shares~~ of its $.01 par value common stock at an agreed value of $.05 for consulting services. In connection with issuance of these shares, the Company recorded compensation expense in the amount of $140,000; this amount is included in consulting fees on the statement of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “transactions by an issuer not involving any public offering.” Contents

16On December 9, 2009, the Company issued 2,800,000 shares of its $.01 par value common stock at an agreed value of $.05 for consulting services. In connection with issuance of these shares, the Company recorded compensation expense in the amount of $140,000; this amount is included in consulting fees on the statement of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

~~Table~~On February 1, 2010, the Company issued 2,800,000 shares of ~~Contents~~its $.01 par value common stock at an agreed value of $.05 for consulting services. In connection with issuance of these shares, the Company recorded compensation expense in the amount of $140,000; this amount is included in consulting fees on the statement of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

In the period between December 26, 2009 and March 31, 2010, the Company issued 1,960,000 shares of its $0.01 par value common stock for $196,000 cash. Subsequent to March 31, 2010, the Company issued an additional 250,000 shares of its $0.01 par value common stock for 25,000 cash. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “"transactions by an issuer not involving any public offering.” "

On December 8, 2009, the Company issued 400,000 shares of its $.01 par value common stock for legal services. In connection with the issuance of these shares, the Company recorded compensation expense in the amount of $20,000; this amount is included in professional fees on the statement of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “"transactions by an issuer not involving any public offering.” "

On May 25, 2011, the Company issued 2,050,000 shares of its $0.01 par value common stock to note holders of $205,000 of the Company’s outstanding debt, in accordance with a mutual agreement to convert the outstanding principal owed on the $205,000 worth of promissory notes into restricted common stock of the corporation at a conversion price of $0.10 per share. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration “"transactions by an issuer not involving any public offering.” "

~~Note~~During ~~8—Warrants~~the ~~and~~six ~~options~~month period ended September 30, 2011, the Company issued 700,000 shares of its $0.01 par value common stock for $70,000 cash. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

~~There~~On ~~are~~September no29, ~~warrants~~2011, orthe ~~options~~Company ~~outstanding~~issued to25,000 ~~acquire~~shares ~~any~~of ~~additional~~its ~~shares~~$.01 ofpar value common stock for services. In connection with the issuance of these shares, the Company recorded compensation expense in the amount of $2,500; this amount is included in professional fees on the statement of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

Note 98—~~Related~~Warrants ~~Party~~and options

~~On May 4,~~There ~~2010,~~are ~~the~~no ~~Company~~warrants ~~entered~~or ~~into~~options aoutstanding ~~one year Lease Agreement (“Agreement”), expiring April 30, 2011, for 9,900 square feet of production space and 4,100 square feet of office space~~ to beacquire ~~shared~~any ~~with~~additional ~~SenCer,~~shares ~~Inc, a founding shareholder~~ of ~~the~~common ~~Company~~stock. The Agreement provides for a monthly rental payment of $4,450, plus a monthly utility allowance of $450. Under terms of an earlier lease arrangement, which was replaced with the current Agreement, rental expense for the period December 7, 2009 (inception) to March 31, 2010 totaled $14,850.

On December 8, 2009, the Company entered into a twelve month operating lease for temporary office space with Byrd and Company, LLC, which is controlled by James Byrd, our shareholder and consultant. The lease originally provided for a monthly payment of $2,500 plus sales, tax, but was later canceled and replaced with a one-time payment of $10,000 for initial services provided in connection with coordinating initial audit and filings with the Commission, use of Byrd and Company, LLC’s office located in Orlando, Florida through April 2010, and initial use of Mr. Byrd’s administrative staff during the first 120 days of our operations. Mr. Byrd made the office space available to us free of charge for May 2010, at which time we changed our offices to SenCer’s offices in New York. 17

OnTable ~~July 15,~~of 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $25,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on July 15, 2011 (See Note 5—Notes Payable – Shareholders). Contents

~~On August 9, 2010, the Company entered into a Promissory~~ Note (“Note”) agreement with James Byrd, Jr., a related party shareholder, wherein Mr. Byrd loaned the Company $25,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on August 9~~, 2011 (See Note 5~~—~~Notes~~Related Payable – Shareholders). On May 25, 2011, the Note was converted into 250,000 restricted shares of the Company’s $.01 par value common stock. In June 2011, Mr. Byrd entered in a Waiver of Interest agreement with the Company, wherein he waived and forgave all accrued interest due him by the Company Party

17On May 4, 2010, the Company entered into a one year Lease Agreement (“Agreement”), expiring April 30, 2011, for 9,900 square feet of production space and 4,100 square feet of office space to be shared with SenCer, Inc, a founding shareholder of the Company. The Agreement provides for a monthly rental payment of $4,450, plus a monthly utility allowance of $450. Under terms of an earlier lease arrangement, which was replaced with the current Agreement, rental expense for the period December 7, 2009 (inception) to March 31, 2010 totaled $14,850.

~~Table~~On December 8, 2009, the Company entered into a twelve month operating lease for temporary office space with Byrd and Company, LLC, which is controlled by James Byrd, our shareholder and consultant. The lease originally provided for a monthly payment of ~~Contents~~$2,500 plus sales, tax, but was later canceled and replaced with a one-time payment of $10,000 for initial services provided in connection with coordinating initial audit and filings with the Commission, use of Byrd and Company, LLC’s office located in Orlando, Florida through April 2010, and initial use of Mr. Byrd’s administrative staff during the first 120 days of our operations. Mr. Byrd made the office space available to us free of charge for May 2010, at which time we changed our offices to SenCer’s offices in New York.

On ~~September 21~~July 15, 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $1025,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~September 21~~July 15, 2011 (See Note 5—Notes Payable – Shareholders).

On ~~October 5~~August 9, 2010, the Company entered into a Promissory Note (“Note”) agreement with James ~~Painter~~Byrd, ~~III~~Jr., a related party shareholder, wherein Mr. ~~Painter~~ Byrd loaned the Company $525,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~October 5~~August 9, 2011 (See Note 5—Notes Payable – Shareholders). On May 25, 2011, the Note was converted into 250,000 restricted shares of the Company’s $.01 par value common stock. In June 2011, Mr. Byrd entered in a Waiver of Interest agreement with the Company, wherein he waived and forgave all accrued interest due him by the Company

On ~~October 22~~September 21, 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~October 22~~September 21, 2011 (See Note 5—Notes Payable – Shareholders).

On October 26 5, 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $105,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on October 26 5, 2011 (See Note 5—Notes Payable – Shareholders).

On ~~November 16~~October 22, 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $510,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~November 16~~October 22, 2011 (See Note 5—Notes Payable – Shareholders).

On ~~November 23~~October 26, 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~November 23~~October 26, 2011 (See Note 5—Notes Payable – Shareholders).

On ~~December 7~~November 16, 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $5,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on November 23 16, 2011 (See Note 5—Notes Payable – Shareholders).

On December 29, 2010, the Company entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on December 29, 2011 (See Note 5—Notes Payable – Shareholders). 18

~~During~~Table ~~the quarters ended June 30, 2011 and December 31, 2010, the Company received a series~~ of ~~advances from its co-founding shareholder, General Automotive Company, Inc. These advances are unsecured, non-interest bearing, and due on demand.~~ Contents

On ~~January 6~~November 23, ~~2011~~2010, the Company entered into a Promissory Note (“Note”) agreement with ~~Douglass~~ James ~~Nagel~~Painter, III, a related party shareholder, wherein Mr. ~~Nagel~~ Painter loaned the Company $~~150~~10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~January 6~~November 23, ~~2012.~~2011 (See Note 5—Notes Payable – Shareholders). On May 25, 2011, the Note was converted into 1,500,000 restricted shares of the Company’s $.01 par value common stock. In June 2011, Mr. Nagel entered in a Waiver of Interest agreement with the Company, wherein he waived and forgave all accrued interest due him by the Company

On ~~January 13~~December 7, ~~2011~~2010, the Company entered into a Promissory Note (“Note”) agreement with ~~Sinopoli~~James ~~Investment~~Painter, ~~LLC (“Sinopoli”)~~III, an ~~outside~~a ~~investor~~related party shareholder, wherein ~~Sinopoli~~Mr. Painter loaned the Company $205,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~January 13,~~November ~~2012. On May 25~~23, 2011, ~~the~~(See Note ~~was~~5—Notes ~~converted~~Payable ~~into 200,000~~– ~~restricted shares of the Company’s $~~Shareholders).~~01 par value common stock. In June 2011, Sinopoli entered in a Waiver of Interest agreement with the Company, wherein Sinopoli waived and forgave all accrued interest due it by the Company~~

On ~~May 7~~December 29, ~~2011~~2010, the Company entered into a Promissory Note (“Note”) agreement with ~~Tyler~~James ~~Teynor~~Painter, III, a related party shareholder, wherein Mr. ~~Teynor~~ Painter loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on ~~May 17~~December 29, ~~2012.~~2011 (See Note 5—Notes Payable – Shareholders). On May 25, 2011, the Note was converted into 100,000 restricted shares of the Company’s $.01 par value common stock. In June 2011, Mr. Tynor entered in a Waiver of Interest agreement with the Company, wherein he waived and forgave all accrued interest due him by the Company

18On January 6, 2011, the Company entered into a Promissory Note (“Note”) agreement with Douglass James Nagel, a related party shareholder, wherein Mr. Nagel loaned the Company $150,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on January 6, 2012. (See Note 5—Notes Payable – Shareholders). On May 25, 2011, the Note was converted into 1,500,000 restricted shares of the Company’s $.01 par value common stock. In June 2011, Mr. Nagel entered in a Waiver of Interest agreement with the Company, wherein he waived and forgave all accrued interest due him by the Company.

~~Table~~On January 13, 2011, the Company entered into a Promissory Note (“Note”) agreement with Sinopoli Investment, LLC (“Sinopoli”), an outside investor, wherein Sinopoli loaned the Company $20,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on January 13, 2012. On May 25, 2011, the Note was converted into 200,000 restricted shares of ~~Contents~~the Company’s $.01 par value common stock. In June 2011, Sinopoli entered in a Waiver of Interest agreement with the Company, wherein Sinopoli waived and forgave all accrued interest due it by the Company

On May 7, 2011, the Company entered into a Promissory Note (“Note”) agreement with Tyler Teynor, a related party shareholder, wherein Mr. Teynor loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on May 17, 2012. (See Note 5—~~Commitments~~Notes Payable – Shareholders). On May 25, 2011, the Note was converted into 100,000 restricted shares of the Company’s $.01 par value common stock. In June 2011, Mr. Tynor entered in a Waiver of Interest agreement with the Company, wherein he waived and forgave all accrued interest due him by the Company

On ~~January~~ July 1, ~~2010~~2011, the Company entered into a ~~twenty-four~~Promissory ~~(24) month~~Note ~~Executive Agreement~~ (~~the~~ “~~Agreement~~Note”) agreement with ~~its~~James ~~Chief~~Painter, ~~Technology~~III, ~~Officer~~a ~~(“CTO”)~~related ~~David~~party ~~Burt.~~shareholder, ~~The Agreement~~wherein ~~provides~~Mr. ~~that~~Painter loaned the ~~CTE~~Company ~~will be paid~~ $212,500 ~~per month, plus performance bonus to be awarded by the board of directors (“Board”)~~. The ~~Company~~Note may terminate the Agreement for (a) cause, including material breaches of the Agreement that are not cured within five (5) days, a criminal conviction punishable by imprisonment of more than one year involving a crime that includes gross dishonesty or bad morals, engaging in conduct that is ~~detrimental~~unsecured to the Company’s reputation, character or standing or that of the shareholders, or filing by an arbitration panel that the employee breached the non-compete or non-disclosure agreement with the Company, and ~~(b) without~~accrues ~~cause~~interest byat a10% ~~majority~~per ~~vote of the Board~~annum. The ~~Agreement~~Note ~~provides that the employee my terminate his employment for a variety of good reasons: (a) change of duties~~ and ~~responsibilities,~~accrued ~~(b) reduction~~interest ~~in salary, (c) relocation of corporate offices from Central Florida, (c) refusal to permit the CTO to engage in activities not directly related to the Company’s business, which the employee~~ is ~~permitted~~due toon doJuly ~~prior to the Agreement~~1, (d) the Company fails to provide indemnification provided for in the by-laws, (f) the Company fails to obtain the assumption agreement from any successor giving rise to a change of control, or (g) there is any other material breach of this Agreement2012. ~~With respect to~~ (~~c) above,~~See ~~“relocating our~~Note ~~principal~~5—Notes ~~executive~~Payable ~~offices~~– away from Central Florida,” as a termination right with “good reason,” David Burt was actively involved in the decision to consolidate the Company’s offices and operations to New York and in negotiating the lease for the New York facility, and has waived his rights to termination with good cause due to the relocation of our office and operations to new York (See Exhibit 10.1Shareholders). ~~The Company’s Board of Directors unanimously approved of David B. Burt’s waiver in this regard.~~

On ~~December~~ July 14, ~~2009~~2011, the Company entered into a ~~twelve~~Promissory ~~(12) month~~Note ~~agreement~~ (“~~Agreement~~Note”) agreement with ~~Emerging~~James ~~Markets Consulting~~Painter, ~~LLC~~III, a ~~Florida~~related ~~limited~~party ~~liability company~~shareholder, ~~controlled~~wherein ~~by James S~~Mr. Painter. ~~The~~loaned ~~Agreement provides that Emerging Markets Consulting, LLC will provide~~ the Company ~~with various advertising and marketing services in exchange for 2~~$6,~~800,~~000 ~~shares of the Company’s $~~.01 The ~~par~~Note ~~value~~is ~~common~~unsecured ~~stock, which shares were vested~~ and ~~earned~~accrues ~~upon~~interest ~~the~~at ~~execution~~10% ofper ~~the Agreement~~annum. The ~~Company~~Note ~~has indemnified Emerging Markets Consulting, LLC~~ and ~~its officers~~accrued ininterest ~~the~~is ~~Agreement~~due ~~against~~on ~~liabilities~~July ~~arising~~14, as2012. a(See ~~result~~Note of5—Notes ~~the~~Payable ~~relationship~~– ~~between the Company and Emerging Markets Consulting, LLC~~Shareholders).

On ~~February 1~~July 21, ~~2010~~2011, the Company entered into a ~~twelve~~Promissory ~~(12) month~~Note ~~agreement~~ (“~~Agreement~~Note”) agreement with ~~Byrd &~~James ~~Company~~Painter, ~~LLC~~III, a ~~Florida~~ ~~limited~~related ~~liability~~party ~~company~~shareholder, ~~owned~~wherein ~~and controlled by James Byrd, Jr~~Mr. ~~The~~Painter ~~Agreement~~loaned ~~provides that Byrd & Company, LLC will provide~~ the Company ~~business consulting services~~$10,000. The ~~including~~Note tois ~~consult~~unsecured and ~~advise~~accrues ~~about~~interest ~~(a) corporate structure~~at ~~and~~10% ~~strategic~~per ~~advice~~annum. The inNote ~~connection with going public, (b) engaging appropriate SEC counsel, auditors, transfer agents~~ and ~~other~~accrued ~~professionals~~interest ~~for~~is ~~the~~due ~~purpose~~on ofJuly ~~going public as a registered fully reporting public company in exchange for 2~~21,~~800,000~~ ~~restricted shares of the Company’s $~~2012.01 ~~par~~(See ~~value~~Note ~~common~~5—Notes ~~stock,~~Payable ~~which~~– ~~shares were vested and earned upon the execution of the Agreement~~Shareholders).

~~Note 11—Subsequent Events~~ 19

OnTable July 1, 2011, July 14, and July 21, 2011, the Company entered into three Promissory Notes (“Notes”) with James Painter, wherein Mr. Painter loaned the Company $12,500, $6,000, and $10,000, respectively, or a total of ~~$28,500. The Notes are unsecured and accrue interest at 10% per annum. The Notes and accrued interest are due July 1, 2012, July 14, 2012, and July 21, 2012, respectively.~~ Contents

InDuring ~~July~~the quarters ended September 30, 2011 and December 31, 2010, the Company received ~~advances~~a ~~totaling~~series ~~$6,000~~of advances from ~~one of~~ its co-founding ~~shareholders~~shareholder, General Automotive Company, Inc. These advances are unsecured, non-interest bearing, and due on demand.

19Note 10—Commitments

~~Table~~On January 1, 2010, the Company entered into a twenty-four (24) month Executive Agreement (the “Agreement”) with its Chief Technology Officer (“CTO”) David Burt. The Agreement provides that the CTE will be paid $2,500 per month, plus performance bonus to be awarded by the board of ~~Contents~~directors (“Board”). The Company may terminate the Agreement for (a) cause, including material breaches of the Agreement that are not cured within five (5) days, a criminal conviction punishable by imprisonment of more than one year involving a crime that includes gross dishonesty or bad morals, engaging in conduct that is detrimental to the Company’s reputation, character or standing or that of the shareholders, or filing by an arbitration panel that the employee breached the non-compete or non-disclosure agreement with the Company, and (b) without cause by a majority vote of the Board. The Agreement provides that the employee my terminate his employment for a variety of good reasons: (a) change of duties and responsibilities, (b) reduction in salary, (c) relocation of corporate offices from Central Florida, (c) refusal to permit the CTO to engage in activities not directly related to the Company’s business, which the employee is permitted to do prior to the Agreement, (d) the Company fails to provide indemnification provided for in the by-laws, (f) the Company fails to obtain the assumption agreement from any successor giving rise to a change of control, or (g) there is any other material breach of this Agreement. With respect to (c) above, “relocating our principal executive offices away from Central Florida,” as a termination right with “good reason,” David Burt was actively involved in the decision to consolidate the Company’s offices and operations to New York and in negotiating the lease for the New York facility, and has waived his rights to termination with good cause due to the relocation of our office and operations to new York (See Exhibit 10.1). The Company’s Board of Directors unanimously approved of David B. Burt’s waiver in this regard.

~~Management~~On ~~has~~December ~~evaluated~~14, ~~subsequent~~2009, ~~events~~the ~~through~~Company ~~August 10~~entered into a twelve (12) month agreement (“Agreement”) with Emerging Markets Consulting, ~~2011~~LLC, a Florida limited liability company, controlled by James S. Painter. The Agreement provides that Emerging Markets Consulting, LLC will provide the ~~date~~Company ofwith ~~which~~various advertising and marketing services in exchange for 2,800,000 shares of the ~~financial statements~~Company’s $.01 par value common stock, which shares were ~~available~~vested toand beearned ~~issued~~upon the execution of the Agreement. The Company has indemnified Emerging Markets Consulting, LLC and its officers in the Agreement against liabilities arising as a result of the relationship between the Company and Emerging Markets Consulting, LLC.

~~ITEM 2~~On February 1, 2010, the Company entered into a twelve (12) month agreement (“Agreement”) with Byrd & Company, LLC, a Florida limited liability company, owned and controlled by James Byrd, Jr. The ~~Management’s~~Agreement ~~Discussion~~provides that Byrd & Company, LLC will provide the Company business consulting services, including to consult and ~~Analysis~~advise about (a) corporate structure and strategic advice in connection with going public, (b) engaging appropriate SEC counsel, auditors, transfer agents and other professionals for the purpose of ~~Financial Condition~~going public as a registered fully reporting public company in exchange for 2,800,000 restricted shares of the Company’s $.01 par value common stock, which shares were vested and ~~Results~~earned upon the execution of ~~Operations~~the Agreement.

~~Forward-looking~~Note ~~Statements:~~11—Subsequent Events

~~Certain~~On ~~statements,~~October ~~other than purely historical information~~19, ~~including~~and ~~estimates,~~October ~~projections~~31, ~~statements relating to our business plans~~2011, ~~objectives, and expected operating results, and~~ the ~~assumptions upon~~Company ~~which~~entered ~~those~~into ~~statements~~two ~~are~~Promissory ~~based,~~Notes ~~are~~ (“~~forward-looking statements~~Notes”) ~~within~~with ~~the~~James ~~meaning of the Private Securities Litigation Reform Act of 1995~~Painter, ~~Section 27A~~III ofand wherein ~~the~~Byrd ~~Securities Act of 1933~~ and ~~Section 21E~~Company ofloaned the ~~Securities Exchange~~Company ~~Act of 1934. These forward-looking statements generally are identified by the words “believes~~$10,~~” “project~~000,” ~~“expects~~$10,~~” “anticipates~~000,” ~~“estimates~~respectively,” ~~“intends,”~~or ~~“strategy,” “plan,”~~a ~~“may,”~~total “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of ~~1995~~$20, ~~and are including this statement for purposes of complying with those safe-harbor provisions~~000. ~~Forward-looking~~The ~~statements~~Notes are ~~based~~ onunsecured ~~current expectations~~ and ~~assumptions~~accrue ~~that~~interest ~~are~~at ~~subject~~10% toper ~~risks and uncertainties which may cause actual results to differ materially from the forward-looking statements~~annum. The ~~Our~~Notes ~~ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations~~ and ~~future~~accrued ~~prospects~~interest ~~on a consolidated basis include, but~~ are ~~not~~due ~~limited~~October ~~to: changes in economic conditions~~20, ~~legislative/regulatory changes~~2012, ~~availability~~ ofOctober ~~capital~~31, ~~interest rates~~2012, ~~competition, and generally accepted accounting principles~~respectively. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

~~Results of Operations~~ 20

~~For~~Table ~~the~~of ~~Three Months ended June 30, 2011 Compared with Three Months Ended June 30, 2010 and from Inception on December 7, 2009 through June 30, 2011~~ Contents

WeIn ~~generated~~October no2011, ~~revenue~~the ~~for~~Company ~~the~~received ~~period~~advances ~~from~~totaling ~~December 7~~$8,800 ~~2009~~from ~~(Inceptions)~~one ~~through June 30,~~of ~~2011~~its co-founding shareholders. These advances are unsecured, non-interest bearing, and due on demand.

WeManagement ~~incurred~~has ~~operating~~evaluated ~~expenses~~subsequent inevents ~~the~~through ~~amount~~November ~~of $109~~10,~~693~~ ~~for the quarter ended June 30,~~ 2011 ~~compared to $90,685 during~~ the ~~three~~date ~~months~~of ~~ended~~which ~~June 30, 2010. Our operating expenses for~~ the ~~quarter~~financial ~~ended~~statements June 30, 2011 consisted primarily of general and administrative expenses of $52,862 and research and development costs of $45,821. Comparatively, general and administrative expenses of $29,417, consulting expenses of $15,000 research and development expenses of $42,268 were ~~the~~available ~~primary~~to ~~components~~be ~~of our operating expenses for the quarter ended June 30, 2010~~issued.

WeITEM ~~incurred operating expenses in the amount of $902,553 from December 7, 2009 (Inception) through June 30, 2011~~2. ~~Our~~Management’s ~~operating~~Discussion ~~expenses for the period from December 7, 2009 (Inception) until March 31, 2011 consisted of consulting fees of $307,500, general~~ and ~~administrative~~Analysis ~~expenses~~ of ~~$318,500,~~Financial ~~research~~Condition and ~~development~~Results ~~fees~~ of $192,945 and professional fees of $83,800. We had additional expense in the form of interest expense of $4,218. We had no income for that period. Thus we had a net loss of $906,771 for the year ended June 30, 2011. Operations

20Forward-looking Statements:

~~Table~~Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of ~~Contents~~the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

~~Plan~~Results of Operations

~~Our~~For ~~Plan~~the ofThree ~~Operations~~Months ~~detailed~~ended ~~below~~June ~~generally involves the development~~30, ~~testing,~~2011 ~~patent~~Compared ~~filings,~~with ~~and~~Three ~~marketing~~Months ofEnded ~~the~~June ~~following~~30, ~~future products:~~ 2010

~~Future~~We ~~Product~~generated ~~Product~~no ~~Categories~~revenue ~~Igniter UltraTemp-C (Base Composite) “CERIS” (Technology and to be branded abbreviation~~ for ~~“Ceramic~~the ~~Igniter~~period ~~System”)~~from ~~Oxygen~~December ~~Sensor~~7, ~~UltraTemp-C~~2009 (~~Base Composite~~Inceptions) ~~“CEROS”~~through ~~(Technology~~September ~~and~~30, to be branded abbreviation for “Ceramic Oxygen Sensor”) Fuel Cell UltraTemp-C (Base Composite) (CEROFC) (Technology and to be branded abbreviation for “Ceramic Oxide Fuel Cell”) Brake Pads UltraTemp-C CEROB (Technology and to be branded abbreviation for “Ceramic Oxide Brake”)2011.

~~These~~We ~~products~~incurred ~~will~~operating beexpenses ~~geared~~in ~~towards~~the amount of $106,472 for the ~~home~~quarter ~~heating~~ended ~~and~~September ~~cooling~~30, ~~system~~2011 compared to $83,557 ~~automobile~~during ~~heater~~the three months ended September 30, ~~automotive~~2010. Our ~~sensor~~operating expenses for the quarter ended September 30, 2011 consisted primarily of general and ~~brake~~ ~~pads~~administrative ~~industries~~expenses of $45,564, ~~respectively~~professional fees of $23,640, and research and development costs of $37,268. Comparatively, general and administrative expenses of $46,067, consulting expenses of $15,000 research and development expenses of $20,740 were the primary components of our operating expenses for the quarter ended September 30, 2010.

~~Our~~For ~~Plan~~the ofSix ~~Operations~~Months isended ~~contingent~~September ~~upon~~30, ~~receiving~~2011 ~~adequate~~Compared ~~financing~~with ~~totaling~~Six atMonths ~~least~~Ended $1September 30,~~050,000.~~ ~~We have~~2010 noand ~~commitments~~from orInception ~~assurances~~on ~~that~~December we7, ~~will~~2009 ~~ever~~through beSeptember ~~successful~~30, ~~in obtaining adequate financing.~~ 2011

Future Product	Development Time Period*	Estimated cost
Completed Igniter Design/Prototype	Completed	$	150,000
Igniter Production Scale-up	12 Months after adequate financing is received, if ever, and OEM tests and certification are complete	$	750,000	*
Early stage prototypes for oxygen sensor, fuel cell and brake pads**	18 months after adequate financing is received, if ever	$	150,000	*
Two patents to be filed with United States Patent and Trademark Office pertaining to processing and device patents	Time period inestimable	$	150,000	*
Total		$	1,200,000

We generated no revenue for the period from December 7, 2009 (Inceptions) through September 30, 2011.

* Pending adequate financing of $1,050,000, which is the total amount of estimated costs minus the $150,000 we have already spent on completed igniter design/prototype.21

**Table ~~An early stage prototype is a scaled down prototype that is made at less cost than full scale prototypes. We believe that through this strategy: (a) we will potentially be able to accomplish our proof~~ of concept at less cost; and (b) should an early stage prototype be successful in proving proof of concept, we will potentially be in a better position to interest potential co-developers to completing the prototype and future product or combining the prototype with the co-developers’ technologies.Contents

~~Our~~We ~~costs~~ incurred tooperating ~~date~~expenses in the amount of $~~150~~216,~~000~~285 ~~have~~for ~~been~~the ~~used~~six months ended September 30, 2011 compared to ~~complete~~$174,242 during the ~~igniter~~six ~~design~~months ~~and~~months ~~igniter~~ended ~~prototype.~~September ~~The $750~~30,~~000~~ ~~estimated~~2010. Our ~~cost~~operating expenses for the ~~igniter~~six ~~scale~~months upended ~~refers~~September to30, ~~our~~2011 ~~planned~~consisted ~~production~~primarily ~~scale~~of upgeneral and administrative expenses of ~~the~~$98,546, ~~ignition~~professional ~~once~~fees ~~OEM~~of ~~tests~~$34,650, and ~~certification~~research ~~are complete~~ and isdevelopment ~~contingent~~costs ~~upon~~of ~~our~~$83,089. ~~receiving~~Comparatively, ~~adequate~~general ~~financing.~~and Weadministrative ~~have~~expenses ~~not~~of ~~incurred~~$75,484, ~~any~~consulting ~~costs~~expenses toof ~~date~~$30,000 ~~pertaining~~research toand ~~oxygen~~development ~~sensor~~expenses ~~prototype~~of $63,008 ~~fuel~~were ~~cell~~the ~~prototype~~primary orcomponents ~~brake~~of ~~pads.~~our operating expenses for the quarter ended September 30, 2010.

21We incurred operating expenses in the amount of $1,009,025 from December 7, 2009 (Inception) through September 30, 2011. Our operating expenses for the period from December 7, 2009 (Inception) until September 30, 2011 consisted of consulting fees of $307,500, general and administrative expenses of $363,872, research and development fees of $230,213 and professional fees of $107,440. We had additional expense in the form of interest expense of $13,638. We have had no income from inception through September 30, 2011. Thus we had a net loss of $1,022,663 from inception through the period ending September 30, 2011.

~~Table~~Plan of ~~Contents~~Operations

Our ~~projected~~Plan ~~cost estimates for each succeeding stage~~ of ~~product~~Operations ~~development~~detailed ~~have~~below ~~been~~generally ~~and~~involves will continue to be evaluated and changed as we receive feedback from potential OEM customers prior to finalization of a design. For example, if UltraTemp-C proves to be a viable solution to aging and lower cost of a fuel cell, it does not matter how large the ~~capacity~~ ~~of the prototype fuel cell is~~development, ~~only that the aging and cost performance of the fuel cell is demonstrated to the OEM customer~~testing, inpatent ~~large part based upon the feedback that we have received from that potential partner or customer. In addition~~filings, ~~these~~ products are building blocks to more complex products wherein as we develop more of the core materials development we remove those cost elements from the next product development requirements, such as because the initial layers of the fuel cell are identical to the initial layers of the igniter, we do not have to re-develop the first 2 layers. This foregoing continual evaluation process has occurred since our inception and ~~will~~marketing ~~continue throughout our development~~ of ~~our future products. Since~~ the ~~chemistry~~following ~~of all the~~ future products ~~is similar, our objective is to set up manufacturing lines for each process with common equipment for the variety of future products consistent with our attempt to lower costs.~~ :

~~Other~~Future ~~than~~Product ~~the~~Product ~~igniter,~~Categories ~~costs~~Igniter ~~associated~~UltraTemp-C ~~with~~(Base ~~scale~~Composite) up“CERIS” of(Technology ~~future~~and ~~prototypes~~to ~~are~~be ~~inestimable~~branded ~~until~~abbreviation ~~the~~for ~~prototype~~“Ceramic ~~phase~~Igniter isSystem”) ~~completed~~Oxygen Sensor UltraTemp-C (Base Composite) “CEROS” (Technology and ~~potential~~to ~~partner negotiations~~be ~~are~~branded ~~completed.~~abbreviation for “Ceramic Oxygen Sensor”) Fuel Cell UltraTemp-C (Base Composite) (CEROFC) (Technology and to be branded abbreviation for “Ceramic Oxide Fuel Cell”) Brake Pads UltraTemp-C CEROB (Technology and to be branded abbreviation for “Ceramic Oxide Brake”)

~~Plan~~These ofproducts ~~Operation~~will ~~Steps:~~be geared towards the home heating and cooling system, automobile heater, automotive sensor, and brake pads industries, respectively.

•Our ~~Complete~~Plan ~~development~~ of ~~our~~Operations ~~future~~is ~~products~~contingent asupon ~~working~~receiving ~~prototypes;~~adequate financing totaling at least $1,050,000. We have no commitments or assurances that we will ever be successful in obtaining adequate financing.

~~• Complete internal and external testing of our future products;~~22

•Table ~~Demonstrate the advantages~~ of ~~our products to targeted industry users or applications;~~Contents

• Market our future products by demonstrating their effectiveness at OEMs within a simulated environment;


Future Product	Development Time Period*	Estimated cost
Completed Igniter Design/Prototype	Completed	$	150,000
Igniter Production Scale-up	12 Months after adequate financing is received, if ever, and OEM tests and certification are complete	$	750,000	*
Early stage prototypes for oxygen sensor, fuel cell and brake pads**	18 months after adequate financing is received, if ever	$	150,000	*
Two patents to be filed with United States Patent and Trademark Office pertaining to processing and device patents	Time period inestimable	$	150,000	*
Total		$	1,200,000

•* ~~Fabricate~~Pending anadequate ~~initial~~financing of $1,050,000, which is the total amount of estimated costs minus the $150,000 we have already spent on completed igniter design;/prototype.

•** ~~Further~~An ~~develop~~early ~~and~~stage ~~perfect~~prototype is a ~~conductive~~scaled ~~ink~~down ~~system~~prototype that is made at less cost than full scale prototypes. We believe that through this strategy: (a) we will ~~provide~~potentially ~~high~~be ~~life~~able ~~cycle~~to accomplish our proof of concept at less cost; and (b) should an early stage prototype be successful in proving proof of concept, we will potentially be in a better position to interest potential co-developers to completing the prototype and future product or combining the prototype with the co-developers’ technologies.

•Our ~~Develop~~costs incurred to date of $150,000 have been used to complete the igniter design and ~~perfect~~igniter prototype. The $750,000 estimated cost for the igniter scale up refers to our ~~Ceris~~planned ~~based~~production ~~technology;~~scale up of the ignition once OEM tests and certification are complete and is contingent upon our receiving adequate financing. We have not incurred any costs to date pertaining to oxygen sensor prototype, fuel cell prototype or brake pads.

•Our ~~Interface~~projected ~~our~~cost ~~marketing~~estimates ~~efforts~~for each succeeding stage of product development have been and will continue to ~~end~~be ~~user~~evaluated ~~OEMs~~and changed as we receive feedback from potential OEM customers prior to finalization of a design. For example, if UltraTemp-C proves to be a viable solution to aging and ~~end~~lower ~~users;~~cost of a fuel cell, it does not matter how large the capacity of the prototype fuel cell is, only that the aging and cost performance of the fuel cell is demonstrated to the OEM customer, in large part based upon the feedback that we have received from that potential partner or customer. In addition, these products are building blocks to more complex products wherein as we develop more of the core materials development we remove those cost elements from the next product development requirements, such as because the initial layers of the fuel cell are identical to the initial layers of the igniter, we do not have to re-develop the first 2 layers. This foregoing continual evaluation process has occurred since our inception and will continue throughout our development of our future products. Since the chemistry of all the future products is similar, our objective is to set up manufacturing lines for each process with common equipment for the variety of future products consistent with our attempt to lower costs.

•Other ~~Provide~~than athe ~~written~~igniter, ~~evaluation~~costs ~~and~~associated ~~input~~with toscale ~~OEMs~~up ~~for~~of ~~final~~future ~~design;~~prototypes are inestimable until the prototype phase is completed and potential partner negotiations are completed.

•Plan ~~Fabricate~~of ~~our~~Operation ~~final shape and refine our design process for our OEM customers to develop~~Steps: ~~(a) standard shapes based upon the OEMs input and specifications; and (b) develop additional shapes on an as needed basis to fulfill an OEMs individual specifications;~~

• ~~Develop~~Complete ~~the~~development ~~testing software, otherwise referred to as a Cycling and Gas Ignition Bench Software, which simulates the OEMs environment to conduct testing that reveals the usage time~~ of our future products as working prototypes;

• InComplete ~~conjunction~~internal ~~with~~and ~~the~~external ~~above~~testing ~~step, write a standard set~~ of ~~software~~our ~~based~~future ~~test programs that will conform to CSA requirements and test: (a) igniter timing~~products; ~~(b) aging; (c) voltage; (d) calculated resistance; (d) temperature; and (e) oxygen level performance;~~

~~• CSA Testing will be conducted upon our final product design at CSA authorized facilities for final certification of the finished product to the OEM;~~23

•Table ~~Our Chief Technology Officer will conduct a final assessment~~ of the manufacturing process in conjunction with: (a) manufacturing an initial lot of our individual future products; and (b) the patent design for the Ceris technology based patent for each of our future products and ancillary process patents;Contents

• WeDemonstrate ~~and~~the ~~SenCer~~advantages ~~will~~of ~~jointly~~our ~~file~~products ~~patents~~to ~~with~~targeted ~~the~~industry ~~United~~users ~~States~~or ~~Patent and Trademark Office~~applications;

• ~~Once~~Market ~~suitable OEM candidates are ready to adopt~~ our ~~technologies~~future ~~and~~products ~~conduct~~by ~~testing,~~demonstrating wetheir ~~will~~effectiveness ~~complete a portable prototype station to present our produce and technologies~~ at ~~the~~ OEMs ~~place~~within ofa ~~business~~simulated ~~for their evaluation~~environment;

22• Fabricate an initial design;

~~Table~~• ofFurther ~~Contents~~develop and perfect a conductive ink system that will provide high life cycle;

• IfDevelop ~~increased~~and ~~demand~~perfect ~~for~~ our ~~products~~Ceris ~~occur,~~based we will scale up our manufacturing process to purchase additional capital equipment, such as computerized numerically controlled equipment, which are machining centers to fabricate the igniter, automated inking equipment, and high temperature furnaces for the hardening processtechnology; ~~and~~

• ~~Seek~~Interface ~~co-development~~our ~~partners~~marketing ~~for~~efforts ~~the~~to ~~development~~end ofuser ~~our~~OEMs ~~fuel cell~~ and ~~brake~~end ~~pads.~~users;

~~Our~~• ~~Plan~~Provide ~~of Operations is subject to~~ a ~~number~~written ~~assumptions~~evaluation and ~~factors,~~input ~~including whether or not we have adequate financing~~ to ~~proceed~~OEMs ~~with~~for ~~our~~final ~~Plan of Operations.~~ design;

We• ~~expect~~Fabricate ~~further~~our ~~net~~final ~~losses~~shape inand ~~the~~refine ~~near~~our ~~future~~design asprocess afor ~~result~~our ofOEM ~~increased~~customers ~~operating~~to ~~expenses~~develop: ~~until~~(a) westandard ~~are~~shapes ~~able~~based toupon ~~increase~~ the ~~sale~~ ofOEMs ~~our~~input ~~products~~and specifications; and ~~achieve~~(b) ~~higher~~develop ~~revenues.~~additional shapes on an as needed basis to fulfill an OEMs individual specifications;

~~Liquidity~~• Develop the testing software, otherwise referred to as a Cycling and ~~Capital~~Gas ~~Resources~~Ignition Bench Software, which simulates the OEMs environment to conduct testing that reveals the usage time of our future products;

As• ofIn ~~June 30,~~conjunction ~~2011,~~with wethe ~~had~~above ~~total current assets of $4~~step,~~022~~ ~~consisting~~write ~~entirely~~a ofstandard ~~cash.~~set ~~Our total current liabilities as~~ of ~~June 30,~~software ~~2011~~based ~~were $203,918~~test ~~consisting~~programs ofthat ~~$112,500~~will ofconform ~~notes~~to ~~payable~~CSA ~~and~~requirements ~~$91,418 of accounts payable~~ and ~~accrued~~test: ~~expenses. Thus as of June 30, 2011 we had~~ (a) ~~working~~igniter ~~capital~~timing; ~~deficit~~(b) ofaging; ~~$199,896.~~(c) ~~Subsequent~~voltage; to(d) ~~the~~calculated ~~year~~resistance; ~~ended~~(d) ~~March 31,~~temperature; ~~2011,~~and ~~$205,000~~(e) ~~worth~~oxygen ~~of the~~level ~~notes payable were extinguished when the holders of the notes converted the notes to 2,050,000 shares of our common stock.~~ performance;

~~Operating~~• ~~and financing~~CSA ~~activities~~Testing ~~used~~will ~~$69,296~~be ~~and~~conducted ~~$64,434~~upon inour ~~cash~~final product design at CSA authorized facilities for ~~the~~final ~~quarters~~certification ~~ended~~of ~~June 30,~~the ~~2011~~finished ~~and June 30,~~product ~~2010,~~to ~~respectively.~~the OEM;

• Our ~~net~~Chief ~~loss~~Technology ofOfficer ~~$104,063~~will ~~offset~~conduct bya ~~accounts~~final ~~payable~~assessment ~~and accrued expenses~~ of ~~$13,492~~the ~~and~~manufacturing ~~depreciation~~process ~~expense~~in ofconjunction ~~$1,275~~with: ~~were~~(a) ~~the~~manufacturing ~~primary~~an ~~components~~initial lot of our ~~negative~~ ~~operating~~individual ~~cash~~future ~~flow~~products; ~~for~~and (b) the ~~quarter~~patent ~~ended~~design ~~June 30,~~for ~~2011.~~the ~~Our~~Ceris ~~net~~technology ~~loss~~based ofpatent ~~$90,685~~for ~~offset~~each ~~by depreciation expense~~ of ~~$1,275 was the primary components of~~ our ~~negative~~future ~~operating~~products ~~cash~~and ~~flow~~ancillary ~~for~~process ~~the quarter ended June 30, 2010.~~patents;

~~Contractual~~• ~~Obligations~~We and SenCer will jointly file patents with the United States Patent and Trademark Office;

~~Our~~• ~~technology~~Once ~~license~~suitable ~~agreement~~OEM ~~provides~~candidates ~~for~~are ~~our~~ready ~~having a long term obligation~~ to ~~pay~~ ~~SenCer~~adopt onour atechnologies ~~quarterly~~and ~~basis,~~conduct ~~2% of the gross sales or further licensing of the igniter technology~~testing, orwe ~~the sale of the products which include the igniter technology. We believe that this royalty provision~~ will ~~have~~complete a ~~limited~~portable ~~impact~~prototype onstation ~~operations~~to ~~once~~present weour ~~commercialize~~produce ~~products~~and ~~because~~technologies ofat the ~~reduced~~OEMs ~~material~~place ~~costs~~ of ~~our~~business ~~igniter~~for ~~compared~~their ~~to competitors~~evaluation; ~~however, we are limited in making any claims at our stage of development about claims regarding cost when considering the following factors:~~

• ~~Possible~~If increased ~~costs~~demand offor ~~materials~~our ~~used~~products inoccur, we will scale up our ~~future~~manufacturing ~~products~~process to purchase additional capital equipment, such as computerized numerically controlled equipment, which are machining centers to fabricate the igniter, automated inking equipment, and high temperature furnaces for the hardening process; and

• ~~Competitive~~Seek ~~factors~~co-development ~~that~~partners ~~permit~~for ~~our~~the ~~competitors~~development ~~that~~of ~~have~~our ~~greater~~fuel ~~financial~~cell ~~resources~~ and ~~established~~brake ~~product distribution, to obtain favorable payment and cost terms for their materials;~~pads.

•Our ~~Because~~Plan weof ~~have~~Operations ~~not~~is ~~earned~~subject ~~any~~to ~~revenues~~a ~~and~~number weassumptions ~~have~~and ~~not~~factors, ~~brought~~including ~~any~~whether ~~products~~or tonot ~~market ,~~ we ~~may~~ have ~~insufficient~~adequate ~~data~~financing to ~~determine~~proceed ~~whether~~with weour ~~can~~Plan ~~lower~~of ~~costs in the future; and~~Operations.

• We ~~have~~expect ~~not~~further ~~specifically~~net ~~determined~~losses ~~our~~in ~~manufacturing~~the ~~costs~~near ~~since~~future as a result of increased operating expenses until we ~~have~~are ~~not~~able ~~entered~~to increase the ~~manufacturing~~sale ~~phase~~ of our ~~development~~products and achieve higher revenues.

WeLiquidity ~~have~~and noCapital ~~other material long term debt or capital lease or purchase obligations or long term liabilities. We do have operating lease obligations as detailed in Item 2, Properties, of this report.~~ Resources

23As of September 30, 2011, we had total current assets of $1,105 consisting entirely of cash. Our total current liabilities as of September 30, 2011 were $246,243 consisting of $139,600 of notes payable and $106,643 of accounts payable and accrued expenses. Thus as of September 30, 2011 we had a working capital deficit of $245,138. Subsequent to the year ended March 31, 2011, $205,000 worth of the notes payable were extinguished when the holders of the notes converted the notes to 2,050,000 shares of our common stock.

~~Table of Contents~~24

~~Going~~Table ~~Concern~~of Contents

~~Our~~Operating ~~financial statements were prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets~~ and ~~liquidation~~ offinancing ~~liabilities~~activities inused ~~the normal course of business. The Company incurred losses in the current quarter of~~ $~~104~~69,~~063~~296 and ~~has an accumulated deficit during development stage of~~ $~~906~~64,~~771~~434 atin ~~June 30,~~cash ~~2011.~~for ~~The Company’s current liabilities exceeded its current assets by $199,896 as of June 30, 2011. Additionally~~ the ~~Company~~quarters isended ~~reporting an accumulated deficit during development stage of $906,771 as of~~ June 30, ~~2011~~2011and ~~as compared to an accumulated deficit during development stage of $802,708 at~~ June 30, 2010~~. Management expects to raise additional capital through one or more of the following plans~~, none of which are in place at the present time: (i) a private placement of our securities; (ii) the procurement of bank lines of credit or other debt facilities; and/or (iii) the procurement of governmental grants that may be available for development of alternative energy technologies such as fuel cell technologiesrespectively. ~~However there can be no assurances that we will be able to obtain additional financing to further implement our Plan of Operation order to be able to continue as a going concern~~ . The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. The financial statements do not include any adjustments that might result if the Company was forced to discontinue its entire operations.

~~Recent~~Our ~~Accounting~~net ~~Pronouncements~~loss of $219,955 offset by accounts payable and accrued expenses of $28,717 and depreciation expense of $2,550 were the primary components of our negative operating cash flow for the six months ended September 30, 2011. Our net loss of $219,955 offset by stock-based compensation of $2,500 was the primary components of our negative operating cash flow for the quarter ended September 30, 2010.

~~The~~Contractual ~~Company does not believe that any recently issued accounting pronouncements will have a material impact on its financial statements~~ Obligations

~~Off~~Our ~~Balance~~technology ~~Sheet~~license ~~Arrangements~~agreement provides for our having a long term obligation to pay SenCer on a quarterly basis, 2% of the gross sales or further licensing of the igniter technology, or the sale of the products which include the igniter technology. We believe that this royalty provision will have a limited impact on operations once we commercialize products because of the reduced material costs of our igniter compared to competitors; however, we are limited in making any claims at our stage of development about claims regarding cost when considering the following factors:

As• ~~June 30,~~Possible ~~2011,~~increased ~~there~~costs ~~were~~of nomaterials ~~off~~used ~~balance~~in ~~sheet arrangements.~~our future products;

~~Item~~• 3.Competitive ~~Quantitative~~factors that permit our competitors that have greater financial resources and ~~Qualitative~~established ~~Disclosures~~product ~~about~~distribution, ~~Market~~to ~~Risk~~obtain favorable payment and cost terms for their materials;

~~This~~• ~~item~~Because iswe have not ~~applicable~~earned any revenues and we have not brought any products to ~~the~~market ~~Company~~, ~~because~~we may have insufficient data to determine whether we ~~are~~can alower ~~smaller~~costs ~~reporting~~in ~~company.~~the future; and

24• We have not specifically determined our manufacturing costs since we have not entered the manufacturing phase of our development.

~~Table~~We have no other material long term debt or capital lease or purchase obligations or long term liabilities. We do have operating lease obligations as detailed in Item 2, Properties, of ~~Contents~~this report.

~~ITEM 4T.~~Going ~~CONTROLS AND PROCEDURES~~ Concern

~~Management~~Our financial statements were prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company incurred losses in the current quarter of $115,892 and has an accumulated deficit during development stage of $1,022,663 at September 30, 2011. The Company’s ~~Report~~current Onliabilities ~~Internal~~exceeded ~~Control~~its ~~Over~~current ~~Financial~~assets ~~Reporting~~by $245,138 as of September 30, 2011. Additionally the Company is reporting an accumulated deficit during development stage of $1,022,663 as of September 30, 2011 as compared to an accumulated deficit during development stage of $802,708 at March 31, 2011. Management expects to raise additional capital through one or more of the following plans, none of which are in place at the present time: (i) a private placement of our securities; (ii) the procurement of bank lines of credit or other debt facilities; and/or (iii) the procurement of governmental grants that may be available for development of alternative energy technologies such as fuel cell technologies. However there can be no assurances that we will be able to obtain additional financing to further implement our Plan of Operation order to be able to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. The financial statements do not include any adjustments that might result if the Company was forced to discontinue its entire operations.

~~Under~~Recent ~~the~~Accounting supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2011, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2011 in reporting on a timely basis information required to be disclosed by us in the reports we file or submit under the Exchange Act because of material weaknesses relating to internal controls as described in Item 9A (T) of the Company’s Form 10-K for the year ended March 31, 2011. Pronouncements

~~During~~The ~~the~~Company ~~fiscal~~does ~~quarter~~not ~~ended~~believe ~~June 30, 2011, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)~~ that ~~has~~any ~~materially~~recently ~~affected,~~issued oraccounting ispronouncements ~~reasonably~~will likely to materially affect, our internal control over financial reporting. Management has concluded that the material weaknesses in internal control as described in Item 9A(T) of the Company’s Form 10-K for the year ended March 31, 2011, have ~~not~~a ~~been fully remediated. We are committed to finalizing our remediation action plan and implementing the necessary enhancements to our policies and procedures to fully remediate the~~ material ~~weaknesses~~impact ~~discussed~~on ~~above.~~its financial statements

~~PART II. OTHER INFORMATION~~ 25

~~Item~~Table 1.of ~~Legal Proceedings~~Contents

~~None.~~Off Balance Sheet Arrangements

~~Item~~As ~~1A.~~September ~~Risk~~30, ~~Factors~~2011, there were no off balance sheet arrangements.

~~This~~Item ~~item~~3. isQuantitative ~~not~~and ~~applicable to~~Qualitative ~~the~~Disclosures ~~Company~~about ~~because~~Market ~~we are a smaller reporting company.~~ Risk

~~Item~~This 2.item ~~Unregistered~~is ~~Sales~~not ofapplicable ~~Equity~~to ~~Securities~~the ~~and~~Company ~~Use~~because ofwe ~~Proceeds~~are a smaller reporting company.

~~None.~~ 26

~~Item~~Table 3.of ~~Defaults upon Senior Securities~~Contents

~~None~~ITEM 4T. CONTROLS AND PROCEDURES

~~Item~~Management’s 4.Report [On ~~Removed~~Internal ~~and~~Control ~~Reserved]~~Over Financial Reporting

~~Item~~Under 5the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of September 30, 2011, the end of the period covered by this report. Based ~~Other~~on ~~Information~~that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2011 in reporting on a timely basis information required to be disclosed by us in the reports we file or submit under the Exchange Act because of material weaknesses relating to internal controls as described in Item 9A (T) of the Company’s Form 10-K for the year ended March 31, 2011.

~~Not~~During ~~applicable~~the fiscal quarter ended September 30, 2011, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has concluded that the material weaknesses in internal control as described in Item 9A(T) of the Company’s Form 10-K for the year ended March 31, 2011, have not been fully remediated. We are committed to finalizing our remediation action plan and implementing the necessary enhancements to our policies and procedures to fully remediate the material weaknesses discussed above.

25PART II. OTHER INFORMATION

~~Table~~Item of1. ~~Contents~~Legal Proceedings

~~ITEM 6~~None. ~~Exhibits~~

ExhibitNumbers		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certificate of 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

Item 1A. Risk Factors

26This item is not applicable to the Company because we are a smaller reporting company.

~~Table~~Item 2. Unregistered Sales of ~~Contents~~Equity Securities and Use of Proceeds

~~SIGNATURES~~ None.

InItem ~~accordance~~3. ~~with~~Defaults ~~Section 13~~upon orSenior ~~15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~ Securities

GreenCell, Incorporated
By:		/s/ Dan Valladao
Title: President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
Date: August 17, 2011

None.

~~Pursuant~~Item to4. ~~the~~[ ~~requirements~~Removed ~~of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant~~ and ~~in the capacities and on the dates indicated.~~ Reserved]

By:		/s/ Dan Valladao
Title: President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
Date:		August 17, 2011
By:		/s/ David Burt
Title: Chief Technology Officer and Director
Date: August 17, 2011
By:		/s/ Sam Reeder
Title: Director
Date: August 17, 2011

Item 5. Other Information

27Not applicable.

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ITEM 6. Exhibits

Exhibit Numbers	Description
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of 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

Table of Contents

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.

	GreenCell, Incorporated

	By: /s/Dan Valladao

	Title: President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director

	Date: November 14, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	By: /s/Dan Valladao
	Title: President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
	Date: November 14, 2011

	By: /s/David Burt
	Title: Chief Technology Officer and Director
	Date: November 14, 2011

	By: /s/Sam Reeder
	Title: Director
	Date: November 14, 2011

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