UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2011

Commission file number 000-27279

ENERGIZ RENEWABLE, INC.

(Exact name of registrant as specified in its charter)

Florida		65-0106255
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

135 First Street
Keyport, New Jersey, USA		07735
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number including area code (732) 319-9235

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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. Yes x No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or small reporting company. See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No x

As of May 23, 2011 there were 30,232,300 shares of common stock of the registrant issued and outstanding.

ENERGIZ RENEWABLE, INC.

FORM 10-Q

TABLE OF CONTENT

Item #	Description	Page Numbers

	PART I		4

ITEM 1	FINANCIAL STATEMENTS		4

ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		17

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		19

ITEM 4	CONTROLS AND PROCEDURES		19

ITEM 4T	CONTROLS AND PROCEDURES		19

	PART II		20

ITEM 1	LEGAL PROCEEDINGS		20

ITEM 1A	RISK FACTORS		20

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		36

ITEM 3	DEFAULTS UPON SENIOR SECURITIES		37

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		37

ITEM 5	OTHER INFORMATION		37

ITEM 6	EXHIBITS		37

	SIGNATURES		38

EXHIBIT 31.1	SECTION 302 CERTIFICATION

EXHIBIT 32.1	SECTION 906 CERTIFICATION

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K, and any updated risk factors we include in our quarterly reports on Form 10-Q and other filings with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:


	•	risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;

	•	our ability to attract new clients and retain existing clients;

	•	our ability to retain and attract key employees;

	•	risks associated with assumptions we make in connection with our critical accounting estimates;

	•	potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

	•	potential downgrades in the credit ratings of our securities;

	•	risks associated with the effects of global, national and regional economic and political conditions, including fluctuations in economic growth rates, interest rates and currency exchange rates; and

	•	developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our 2010 Annual Report on Form 10-K and other filings with the SEC.

PART I

ITEM 1 FINANCIAL STATEMENTS

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2011

CONTENTS

______________________________________________________________________________________

Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010

Page 5

Statements of Operations for the three months ended March 31, 2011 and 2010 and for the period January 15, 1988 (inception) to March 31, 2011 (Unaudited)

Statements of Cash Flows for the three months ended March 31, 2011 and 2010 and for the period January 15, 1988 (inception) to March 31, 2011 (Unaudited)

Notes to Financial Statements (Unaudited)

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY
(Formerly C&G DEC Capital, Inc.)
(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2011			2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	374		$	3,300
Total Current Assets		374			3,300

Total Assets	$	374		$	3,300

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable		527,396			489,197
Accrued expenses		851,988			625,210
Advances from management		95,500			95,000
Notes payable - demand		393,000			323,000
Total Liabilities		1,867,884			1,532,407

Total Liabilities		1,867,884			1,532,407

STOCKHOLDERS' DEFICIT
Common stock, $.0001 Par Value,
40,000,000 shares authorized, 30,232,300
shares issued and outstanding at March 31, 2011
and December 31, 2010, respectively		3,022			3,022
Additional paid-in capital		2,917,585			2,895,582
Deficit accumulated during development stage		(4,788,117	)		(4,427,711	)
Total Stockholders’ Deficit		(1,867,510	)		(1,529,107	)

Total Liabilities and Stockholders’ Deficit	$	374		$	3,300



See accompanying notes to consolidated financial statements.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY
(Formerly C&G DEC Capital, Inc.)
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
							For the Period
							January 15, 1988
	For the Three Months Ended						(Inception) to
	March 31,						March 31,
	2011			2010			2011

REVENUES	$	-		$	-		$	20,000

COSTS AND EXPENSES
Compensation and benefits		237,985			63,000			3,675,118
Professional fees		73,558			375			539,371
Travel and entertainment		36,914			13,600			383,931
Other operating expenses		1,153			-			179,399

Total cost and expenses		349,610			76,975			4,777,819

OPERATING LOSS		(349,610	)		(76,975	)		(4,757,819	)

INTEREST EXPENSE		10,796			-			30,298

LOSS BEFORE INCOME TAXES		(360,406	)		(76,975	)		(4,788,117	)

PROVISION FOR INCOME TAXES		-			-			-

NET LOSS	$	(360,406	)	$	(76,975	)	$	(4,788,117	)

NET LOSS PER COMMON
SHARE (Basic and Diluted)	$	(0.01	)	$	(0.01	)

WEIGHTED AVERAGE SHARES
OUTSTANDING		30,232,300			12,272,300


See accompanying notes to consolidated financial statements.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY
(Formerly C&G DEC Capital, Inc.)
(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
							For the Period
							January 15, 1988
	For the Three Months Ended						(Inception) to
	March 31,						March 31,
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(360,406	)	$	(76,975	)	$	(4,788,117	)
Adjustments to reconcile net loss to net cash
used in operating activities-
Stock based compensation		19,652			-			1,642,836
Imputed interest		2,351			-			5,998
Changes in operating assets and liabilities-
Accounts payable		38,199			(8,500	)		591,795
Accrued expeneses		226,778			63,000			1,945,188
Advances from shareholders		-			-			24,635
Net cash used in operating activities		(73,426	)		(22,475	)		(577,665	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable - Demand		70,000			25,000			393,000
Proceeds from advances from management		500			-			95,500
Net proceeds from issuance of common stock		-			-			89,539
Net cash provided by financing activities		70,500			25,000			578,039

Net increase (decrease) in cash		(2,926	)		2,525			374

CASH AT BEGINNING OF YEAR		3,300			-			-

CASH AT END OF YEAR	$	374		$	2,525		$	374


SUPPLEMENTAL NON CASH ACTIVITIES:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

Forgiveness of amounts due related parties	$	-		$	-		$	1,117,163
Payment of accounts payable by management	$	-		$	-		$	64,399

See accompanying notes to consolidated financial statements.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE A - BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the consolidated financial statements not misleading have been included. Results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the financial statements and footnotes thereto included in the Energiz Renewable, Inc. (the "Company") annual report on Form 10-K for the year ended December 31, 2010.

NOTE B- NATURE OF BUSINESS:

Energiz Renewable, Inc. (formerly C&G DEC Capital, Inc.), the "Company", is a Florida corporation which became public when it's Registration Statement under the Securities Act of 1933 filed with the Securities and Exchange Commission became effective on July 20, 1990 and closed on December 31, 1990.

The company was engaged in the publication of a local newspaper. In 1991, the company ceased doing business and has not engaged in any enterprises since that time. The Company has remained as a nonfunctioning non-trading public shell corporation until March 17, 2010 when the change in control occurred (See Note D.) In 2010, the Company developed a business plan to become an international vertically integrated energy company. The execution of this business plan is highly dependendant upon the Company raised adequate working capital.

In 2010, the Company formed a subsidiary, ERI Israel, Ltd, which is wholly owned by the Company. ERI Israel, Ltd had no activity in 2010.

NOTE C- GOING CONCERN:

As indicated in the accompanying consolidated financial statements, the Company incurred net losses of $4,788,117 for the period January 15, 1988 (Inception) to March 31, 2011 and is considered a company in the development stage. The Company has developed a business plan to become an international vertically integrated energy company and is attempting to raise additional capital for investment and working capital purposes. There is no assurance that the Company will be able to raise adequate additional capital in the equity markets. These matters raise substantial doubt about the Company's ability to continue as a going concern. However, the accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE D- CHANGE IN CONTROL

On March 17, 2010, shareholders of the Company that owned 11,658,300 shares out of a total of 12,272,300 issued and outstanding common shares of the Company, entered into an agreement to sell to various new shareholders an aggregate of 10,492,470 of their common shares of the Company for an aggregate price of $300,000 with closing to take place on or before July 18, 2010. Under said agreement, David Brown, the Company’s Chairman of the Board would own 8,789,400 of said shares and therefore a change of control of the Company would take place at that time.

On May 10, 2010 a Stock Purchase Agreement Addendum was executed to the above Stock Purchase Agreement to clarify that Edward T. Whelan and Richard H. Tanenbaum shall forgive any debt owed by the Company as of December 31, 2009, so that the Buyer has no further liability to either for any obligations incurred by the Company arising prior to January 1, 2010. The only obligations remaining shall be for accounting and legal services and for services rendered by Edward T. Whelan and/or Richard H. Tanenbaum to the Company after December 31, 2009.

On August 4, 2010, the Board of Directors of the Company approved the closing of the stock purchase agreement. As a result, $300,000 in gross proceeds were received from David Brown and distributed, net of $100,000 which was utilized to settle debt of the Company, to the shareholders of the Company in exchange for 10,492,470 shares of common stock. Of the $100,000 in debt settled by the Company, $35,601 was with the former Management and principal shareholders.

In connection with the closing of the stock purchase agreement, the former Management and principal shareholders agreed to forgive a total of $1,117,163 in accrued expenses and advances and to pay $64,399 in accounts payable of the Company.

NOTE E- STOCKHOLDERS’ DEFICIT

The Company completed a public offering on November 26, 1990.

On July 9, 2000, the Company issued 2,000,000 shares of its common stock for services rendered by various individuals at par. The shares were valued at par as the Company had no operations and had nominal value.

On March 22, 2007, the Company approved and issued 6,716,000 shares of stock to officers and directors or their assigns for a par value of $0.0001.

On April 11, 2007, the Company approved and issued 1,500,000 shares of stock to officers and directors or their assigns for par value or $0.0001. Additionally, the Company approved and issued 50,000 shares to a director for par value or $0.0001.

On December 20, 2007, the Company approved the issuance of 1,500,000 shares of stock for par value to officers and directors since they had not been paid for services performed. The shares were valued at par value of $0.0001 or $150.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE E- STOCKHOLDERS’ DEFICIT (CONTINUED)

On April 21, 2010 the Board of Directors approved an amendment to the Articles of Incorporation of the Company to increase its authorized $0.0001 par value common shares from 40,000,000 to 100,000,000. On April 26, 2010 the Articles of Amendment to Articles of Incorporation of Energiz Renewable, Inc. was filed with the Florida Secretary of State.

On May 24, 2010, the Company authorized the issuance of 4,050,000 shares of common stock. Of these shares, 3,000,000 were issued to Environmental Energy Enterprises LTD for the services of David Brown as Chairman of the Company, for bringing business opportunities to the Company, for the execution of an employment agreement, which was subsequently approved by the Board of Directors and for the transfer of the license owned by Energy Enterprises, LTD with Energiz International to the Company. 1,000,000 shares were issued to Pierre Villeneuve, 400,000 shares of which were for the execution of an employment agreement, which was subsequently approved by the Board of Directors and 600,000 of which were for the transfer of the license owned by Pierre Villeneuve with Energiz International to the Company. The remaining 50,000 shares were issued to William Walling for compensation for serving on the Board of Directors of the Company. The 4,050,000 shares were recorded at their fair value of $0.0286 per share, or

$115,830. The fair value was determined based upon the $300,000 cash consideration received under the Change of Control.

The Company did not allocate any value to the license agreements transferred because (a) the license agreements have a limited term period of three months (b) are renewable for additional three month intervals and (c) should the Company not obtain any funding to finance the projects, the licensors may not renew the licenses.

On August 4, 2010, the Board of Directors approved the issuance of 12,940,000 shares of common stock under various employment and consulting agreements. These shares were recorded at their fair value of $0.0286 per share, or $370,084. Of this amount, $217,342 has been recognized during the year ended December 31, 2010 and the remaining $152,742 is being recognized over the remaining lives of the respective consulting agreements. For the three months ended March 31, 2011, the Company recognized an additional $18,805 relating to these agreements.

During the year ended December 31, 2010, the Company issued 500,000 shares of common stock under three joint venture agreements. These shares were recorded at their fair value of $0.0286 per share, or $14,300.

On October 12, 2010, the Board of Directors approved the issuance of 270,000 shares of common stock under three consulting agreements, effective September 30, 2010. These shares were recorded at their fair value of $0.0286 per share, or $7,722. Of this amount, $5,382 has been recognized during the year ended December 31, 2010 and the remaining $2,340 is being recognized over the remaining lives of the respective consulting agreements. For the three months ended March 31, 2011, the Company recognized an additional $846 relating to these agreements.

The fair value of the above transactions was determined based upon the $300,000 cash consideration received under the Change in Control (See Note D.)

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE E- STOCKHOLDERS’ DEFICIT (CONTINUED)

On November 21, 2010, the Company approved the issuance of 200,000 shares of common stock to its’ former Chief Financial Officer for services. These shares were recorded at their fair value of $1.50 per share, or $300,000 and were recognized in the year ended December 31, 2010.

NOTE F- NOTES PAYABLE- DEMAND

On April 12, 2010, the Company received $100,000 from an investor under a Promissory Note dated April 8, 2010. The Note was payable on demand or before October 8, 2010. The Note bears interest at 8% per annum. If the Note was not paid prior to December 31, 2010, the interest rate would rise to 12% per annum. On December 22, 2010, the investor agreed to extend this Promissory Note for the period October 8, 2010 through June 15, 2011. The interest rate on this Note over the extension period is 12%.

On various dates in 2010, the Company received a total of $175,000 from the spouse of the Chairman of the Company under a Promissory Note. This Promissory Note was formalized in writing on July 14, 2010. The Note was payable on demand or before December 20, 2010. The Note bears interest at 10% per annum. If the Note was not paid prior to December 31, 2010, the interest rate would rise to 12% per annum. On April 8, 2011, the spouse of the Chairman agreed to extend this Promissory Note for the period December 20, 2010 through December 20, 2011. The interest rate on this Note over the extension period is 12%.

On November 24, 2010, the Company received $48,000 from an investor under a Promissory Note dated November 24, 2010. The Note is payable on demand or before November 24, 2011. The Note bears interest at 8% per annum. If the Note is not paid prior to December 1, 2011, the interest rate will rise to 10% per annum.

On January 27, 2011, the Company received $50,000 from an investor under a Promissory Note dated January 27, 2011. The Note is payable on demand or before January 27, 2012. The Note bears interest at 8% per annum. If the Note is not paid prior to January 27, 2012, the interest rate will rise to 10% per annum.

On March 26, 2011, the Company received $20,000 from the spouse of the Chairman of the Company under a Promissory Note dated March 26, 2011. The Note is payable on demand or before December 20, 2011. The Note bears interest at 10% per annum. If the Note is not paid prior to December 31, 2011, the interest rate will rise to 12% per annum.

Interest expense of $24,300 has been accrued on these notes through March 31, 2011.

NOTE G- RELATED PARTY TRANSACTIONS

The Company has borrowed at total of $95,500 from a Company controlled by its’ Chief Executive Officer. These loans are non interest bearing and have no repayment terms. The Company has imputed interest at 10% amounting to $5,998.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE G- RELATED PARTY TRANSACTIONS (CONTINUED)

Combined, the Chairman and the CEO of the Company own over 52% of the outstanding common stock of the Company at March 31, 2011 As such, the Chairman and the CEO have thew effective power to control the vote on substantially all significant matters without the approval of other shareholders

NOTE H- EMPLOYMENT AND CONSULTING AGREEMENTS

On March 25, 2010, the Company engaged the Law Offices of SEC Attorneys, LLC. The Company agreed to pay an annual fee of $66,000, payable at $5,550 per month.

On May 2, 2010, the Board of Directors approved an employment agreement with Pierre Villeneuve. The agreement was approved retroactive to February 2, 2010, for a base salary of $120,000 for a three year term. The agreement renews automatically for two additional three year terms. The agreement allows for up to $5,000 as an automobile allowance. The agreement can be terminated without cause by either party, however the employee will receive 3 years compensation as severance if the agreements are terminated by

the Company. Under the agreement, the employee received 400,000 shares for the execution of the employment agreement and 600,000 of which were for the transfer of the license owned by Pierre Villeneuve with Energiz International to the Company.

On August 4, 2010, the Board of Directors approved a consulting agreement with Richard Tanenbaum, the former President of the Company, for legal services. The agreement was approved retroactively to January 1, 2010. The agreement covers the following services: (1) drafting of Stock Purchase Agreement and facilitating sale of the Company, (2) the preparation of a Private Placement Memorandum in conjunction with others: (3) drafting of contracts, joint venture agreements, etc., with Apollon Solar, Energiz SA and Vincent Industries; (4) drafting of such other documents as may be required in the efforts of the Company to finance and operate a company which is intended to be a major participant in the solar energy industry, a partner in new technologies in the domain, a manufacturing company and other projects in various countries throughout the world, including, but not limited to Israel, United States, France, Italy and others; (5) service on the Advisory Committee of ERI and (6) such other matters on an as requested basis. Compensation for the first item above was 600,000 shares of common stock immediately upon closing of the Stock Purchase Agreement. The attorneys’ fees for the performance of items two through four above shall be a fixed rate retainer of $12,000 per month, payable on the first of each month, for up to 60 hours per month of time/services rendered by Richard H. Tanenbaum. This option is exercisable only upon execution hereof and shall be deemed effective as of January 1, 2010 and may not be canceled absent lack of performance by Richard H. Tanenbaum for a period of 12 months. As of January 1, 2011 it shall automatically be extended for another 12 month period, absent termination by either party on or before December 31, 2010. If less than 60 hours of service are required in any given month there shall be no credit therefore. If more than 60 hours of service are required in any given month such shall be billed at 90% of the attorneys’ normal hourly rates. In addition, for performing item five above, Richard H. Tanenbaum shall be paid such stock or provided stock options in ERI on a basis similar to that provided to David Brown, Pierre Villeneuve, Edward T. Whelan and other key employees.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE H- EMPLOYMENT AND CONSULTING AGREEMENTS (CONTINUED)

On August 4, 2010, the Board of Directors approved Employment Agreements with David Brown, Chairman of the Board and Secretary, and Edward Whelan, President and Board Member. Each of these agreements was approved retroactive to January 1, 2010, and are for a base salary of $180,000 each for a three year term. Each agreement renews automatically for two additional three year terms. Each base salary shall be increased, but not decreased, by the percentage increase in the Company’s stock price during the

preceding year, with a maximum increase of 50%. Each individual shall receive 1,500,000 options, 500,000 to be issued on December 31, 2010 and exercisable at $0.50, 500,000 to be issued on December 31, 2011 and exercisable at $1.50 and 500,000 to be issued on December 31, 2010 and exercisable at $0.50, 500,000 each to be issued on December 31, 2012 and exercisable at $2.50. Each individual is allowed up to $5,000 for an automobile allowance. These agreements can be terminated without cause by either party, however each individual shall receive 3 years compensation as severance if the agreements are terminated by the Company. Additionally, Edward Whelan was issued 8,000,000 shares of common stock under his employment agreement.

On August 4, 2010, the Board of Directors also approved the issuance of 600,000 shares each to Richard Tanenbaum and Edward Whelan for consulting services performed in facilitating the Stock Purchase Agreement.

On August 4, 2010, the Board of Directors also approved the issuance of a total of 3,240,000 shares of common stock to various employees and consultants for services. No formal employment or consulting agreements exist with these individuals.

On October 12, 2010, the Board of Directors approved the issuance of 270,000 shares of common stock under three consulting agreements which were effective during the three months ended September 30, 2010.

The first agreement was with R.F. Lafferty & Co., Inc. (“Lafferty”) which was effective July 7, 2010. As compensation, the Company agreed to pay to Lafferty, or its designees, 150,000 restricted common shares of the Company, a warrant to purchase 150,000 shares of the Company’s stock at an exercise price of $3. This warrant has cashless exercise rights and expires at the latest date of any securities issued under the consulting agreement, but in no event expiring in less than three years from date of issuance. Additionally, Lafferty will be paid stipulated proceeds from any financing that is executed.

The second agreement was with Thomas Hanlon, and was effective September 1, 2010 and has a term of one year. As compensation, the Company agreed to pay to Thomas Hanlon 100,000 common shares of the Company. Additionally, Thomas Hanlon will be paid stipulated proceeds from any financing that is executed.

The third agreement was with Ma’alot Green Ltd. P.C. (“Green”) for assistance in the purchase and development of industrial plant for the manufacture and/or assembly of systems and/or equipment and/or installations in the field of renewable energyin Yeruham, Israel. Under the agreement, the Company paid Green 60,000 Israeli Shekels.

At March 31, 2011, the Company owed its’ former Chief Financial Officer $35,000.

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE H- JOINT VENTURE AGREEMENTS

On May 3, 2010, the Company entered into a Joint Venture Agreement with Corville Development GMBH for the development of up to 5 sites in Italy. The Company will have the option to develop each of these sites. The development of these sites is contingent on receiving government grants and private financing. The Company has agreed to issue 250,000 shares of common stock within 30 days of closing the agreement, 100,000 shares of stock within 30 days of any plants connecting 10 megawatts (“MW”) to the electrical grid, and 100,000 shares of stock within 30 days of any plants connecting 20 MW to the electrical grid.

In June 2010, the Company entered into a Joint Venture Agreement with Energiz America for the development of up to 5 sites in Canada. The Company will have the option to develop each of these sites. The development of these sites is contingent on receiving government grants and private financing. The Company has agreed to issue 100,000 shares of common stock within 30 days of closing the agreement and 100,000 shares of stock within 30 days of any plants connecting 10 MW to the electrical grid.

On July 2, 2010, the Company entered into a Joint Venture Agreement with WREG SLR for the development of up to 5 sites in Romania. The Company will have the option to develop each of these sites. The development of these sites is contingent on receiving government grants and private financing. The Company has agreed to issue 150,000 shares of common stock within 30 days of closing the agreement and 150,000 shares of stock within 30 days of any plants connecting 10 MW to the electrical grid.

NOTE I - COMMITMENTS AND CONTINGENCIES

In relation to employment and consulting agreements noted above, the following are the future commitments:

Year Amount

2011 $ 135,000

2012 480,000

2013 480,000

2014 480,000

2015 480,000

Thereafter 1,440,000

$ 3,495,000

NOTE J- WARRANTS

In connection with the Lafferty consulting agreement, the Company issued a warrant to purchase 150,000 shares of the Company’s common stock at $3.00 per share. The following summarizes the activity for the three months ended March 31, 2011:

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE J- WARRANTS (CONTINUED)

	Outstanding	Exercisable	Weighted Average Exercise Price		Weighted Average Life
Outstanding December 31, 2010	150,000	150,000	$	3.00	2.52 years

Issued	-	-
Exercised	-	-
Cancelled/ Forfeited	-	-

Outstanding, March 31, 2011	150,000	150,000	$	3.00	2.27 years

The Company determined the fair value of the warrants to be $3,675, or $0.0245 per warrant, at the date of grant using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value of the warrants:

Dividend yield 0%

Volatility 377%

Risk-free interest rate 2.20%

Expected life 1.5 years

Grant date stock price $0.0245

NOTE K- STOCK OPTIONS

On April 11, 2011, the Board of Directors approved the issuance of 500,000 options each to its’ Chairman and Chief Executive Officer, effective December 31, 2010. These options were issued in accordance with the employment contracts with these individuals. The options vest immediately, are exercisable at $0.50 and expire on December 31, 2013.

The following summarizes the activity for the three months ended March 31, 2011:

	Outstanding		Exercisable	Weighted Average Exercise Price		Weighted Average Life
Outstanding December 31, 2010		1,000,000	1,000,000	$	0.50	3 years

Issued		-	-
Exercised		-	-
Cancelled/ Forfeited		-	-

Outstanding, March 31, 2011		1,000,000	1,000,000	$	0.50	2.75 years

ENERGIZ RENEWABLE, INC. AND SUBSIDIARY

(Formerly C&G DEC Capital, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE K- STOCK OPTIONS (CONTINUED)

The aggregate intinsic value of the execisable options was $700,000 at December 31, 2010. The Company determined the fair value of the warrants to be $950,000, or $0.95 per option, at the date of grant using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value of the options:

Dividend yield		0	%
Volatility		111	%
Risk-free interest rate		1.50	%
Expected life	3 years
Grant date stock price	$	1.20

NOTE L - INCOME TAXES

ThThe Company follows FASB ASC 740, Income Taxes and recognizes a deferred tax liability or asset for temporary differences between the tax basis of an asset or liability and the related amount reported on the financial statements. The principal types of differences, which are measured at the current tax rates, are net operating loss carry forwards. At March 31, 2011 and December 31, 2010, these differences resulted in a deferred tax asset of approximately $785,000 and $700,000, respectively. FASB ASC 740 requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Since realization is not assured, the Company has recorded a valuation allowance for the entire deDeferred tax asset, and the accompanying financial statements do not reflect any net asset for deferred taxes at March 31, 2011 or December 31, 2010.

The Company's net operating loss carry forwards amounted to approximately $3,050,000 and $2,712,000 at March 31, 2011 and December 31, 2010, respectively and will expire between 2015 and 2026.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section provides our Management’s Discussion and Analysis of Financial Condition and Results of Operations (‘‘MD&A”).

The following discussion should be read in conjunction with the financial statements and supplementary data appearing in Part II, Item 8.

 Liquidity and Capital Resources

As of March 31, 2011, the Company's cash on hand was $374.

Cash used in operating activities for the three months period ended March 31, 2011 was $73,426, as compared to $22,475 for the three months ended March 31, 2010. The net cash outflows from operating activities for the three months ended March 31, 2011 consists of a net loss of $360,406, offset by stock based compensation of $19,652, imputed interest of $2,351, an increase in accounts payable of $38,199, and an increase in accrued expenses of $226,778.

Results of Operations

Since March 17, 2010, we have resumed operations as a business. We are a US publicly traded company on the Over The Counter Pink Sheets trading under the symbol ERIP.PK. Our vision is to become an international vertically integrated renewable energy company. We are implementing our unique business model by initially establishing ourselves as a vertically integrated solar energy company, from production of solar panels through project acquisition, development, financing, installation and management, up to being an Independent Power Producer.

For the Three Month Period Ended March 31, 2011

Operating expenses increased from $76,975 for the three months ending March 31, 2010 to $349,610 for the same period in 2011. This was mainly due to increase in compensation and benefits from $63,000 for the three months ending March 31, 2010 to $237,985 for the same period in 2011, an increase in professional fees from $375 for the three months ending March 31, 2010 to $73,558 for the same period in 2011, an increase in travel and entertainment expenses from $13,600 for the three months ending March 31, 2010 to $36,914 for the same period in 2011.

The Net loss increased from $76,975 for the three months ending March 31, 2010 to $360,406 for the same period in 2011.

Going Concern and Management's Plans

As indicated in the accompanying financial statements, the registrant incurred net losses of $(4,788,117) for the period January 15, 1988 (Inception) to March 31, 2011 and is considered a company in the development stage. The registrant is seeking to raise additional capital for investment and working capital purposes. There is no assurance that the Company will be able to raise adequate additional capital in the equity markets.

Off-Balance Sheet Arrangements

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

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as "may," "will," "expect," "intend," "estimate," "foresee," "project," "anticipate," "believe," "plans," "forecasts," "continue" or "could" or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management's opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not consider the effects of interest rate movements to be a material risk to our financial condition. We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed by, or under the supervision of a Company's principal executive and principal financial officer and effected by a Company's Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of March 31, 2011, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses that have caused management to conclude that, as of March 31, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have formalized documentation related to our internal control policies and procedures; however, there are informal policies and procedures that cover the recording and reporting of financial transactions. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act and was applicable to us for the year ending December 31, 2010. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. We do not have sufficient personnel working on our accounting functions to ensure we can timely file our quarterly and annual reports, as indicated by the filing of this annual report after the original due date (but within the extension period). Management evaluated the impact of our lack of internal accounting personnel to ensure we can timely file our required quarterly and annual reports and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

To remediate the material weaknesses in our disclosure controls and procedures identified above, we have continued to refine our internal procedures to begin to implement segregation of duties and to seek additional internal accounting personnel.

Management’s Report On Internal Control Over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

We assessed the effectiveness of our internal control over financial reporting as of March 31, 2011. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on its assessment, we concluded that, as of March 31, 2011, our internal control over financial reporting is not effective based on those criteria.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4T CONTROLS AND PROCEDURES

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

PART II

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A RISK FACTORS

An investment in our stock involves a high degree of risk. You should carefully consider the following information, together with the other information in this Annual Report on Form 10-K, before buying shares of our stock. If any of the following risks or uncertainties occur, our business, financial condition and results of operations could be materially and adversely affected and the trading price of our stock could decline.

Cautionary Statements under the Private Securities Litigation Reform Act of 1995.

Certain information included in this report or in other materials we have filed or will file with the Securities and Exchange Commission (the “SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements include information relating to anticipated operating results, financial resources, changes in revenues, changes in profitability, interest expense, growth and expansion, anticipated income to be realized from our investments in unconsolidated entities, the ability to acquire land, the ability to gain approvals and to open new communities, the ability to sell properties, the ability to secure materials and subcontractors, the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities in the future, and stock market valuations. From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in press releases, in presentations, on our website and in other material released to the public.

Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this report or in other reports or public statements made by us, such as government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. The following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business includes factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors unknown to us and factors known to us, which we have not determined to be material, could also adversely affect us. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

Our control shareholders may effectively exercise control over matters requiring shareholder approval.

On Wednesday, March 17, 2010 a Stock Purchase Agreement was entered into by and between Environmental Energy Enterprises Limited an entity registered in the United Kingdom (House # 5094072) represented by its President David Brown, the Chairman of the Board of the Registrant as agent for various buyers and Edward T. Whelan, the CEO, CFO and Director of the the Registrant as agent for various shareholders. As a consequence of this Agreement, David Brown owns or controls a total of 8,789,400 common shares of the Company, which constitutes 71.6% of the total outstanding shares. He effectively has the power to elect all of the directors and control the management, operations and affairs of our Company. His ownership may discourage someone from making a significant equity investment in our Company, even if we needed the investment to operate our business. His holdings could be a significant factor in delaying or preventing a change of control transaction that other shareholders may deem to be in their best interests, such as a transaction in which the other shareholders would receive a premium for their shares over their current trading prices.

Our CEO is the subject of an SEC investigation unrelated to our Company.

Our Company's CEO, CFO and Director Edward T. Whelan received a Wells notice on June 14, 2010 informing him that the staff of Securities and Exchange Commission (“SEC”) intends to recommend that the SEC file a complaint in Federal District Court against him and his company Grace Holding, Inc., a shareholder of this Company, alleging that they both violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 for misappropriation of funds and manipulating a stock unrelated to Energiz Renewable, Inc. While Mr. Whelan believes he is innocent of any wrong doing, should the SEC proceed and file such a complaint in Federal District Court against him and his company Grace Holding, Inc. and should he be found guilty, such actions may adversely affect his ability to run our Company and may adversely affect the price of our stock.

Risks Related to Our Markets and Customers

If solar energy technology is not suitable for widespread adoption, or if sufficient demand for solar energy does not develop or takes longer to develop than we anticipate, our net sales and profit may flatten or decline and we may affect future profitability.

The solar energy market is at a relatively early stage of development and the extent to which solar systems will be widely adopted is uncertain. If solar energy technology proves unsuitable for widespread adoption or if demand for solar energy fails to develop sufficiently, we may be unable to grow our business or generate sufficient net sales to be profitable. In addition, demand for solar energy in our targeted markets — including Italy, Croatia, Romania, Hungary, Moldavia; Canada, and Israel — may not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of out solar technology and demand for solar energy, including the following:

·	cost-effectiveness of the electricity generated by photovoltaic power systems compared to conventional energy sources and products, including conventional energy sources, such as natural gas, and other non-solar renewable energy sources, such as wind;

·	availability and substance of government subsidies, incentives and renewable portfolio standards to support the development of the solar energy industry;

·	performance and reliability of photovoltaic systems and our technology compared to conventional and other non-solar renewable energy sources and products;

·	success of other renewable energy generation technologies, such as hydroelectric, tidal, wind, geothermal, solar thermal, and biomass;

·	fluctuations in economic and market conditions that affect the price of, and demand for, conventional and non-solar renewable energy sources, such as increases or decreases in the price of oil, natural gas and other fossil fuels; and

·	fluctuations in capital expenditures by end-users of solar energy, which tend to decrease when the economy slows and interest rates increase.

Reduced growth in or the reduction, elimination or expiration of government subsidies, economic incentives and other support for on-grid solar electricity applications, including the anticipated feed-in tariff reductions in core markets, could reduce demand and/or price levels for our solar energy, and limit our growth or lead to a reduction in our net sales, and adversely impact our operating results.

We believe that the near-term growth of the market for on-grid applications, where solar energy is used to supplement the electricity a consumer purchases from the utility network, depends significantly on the availability and size of government subsidies and economic incentives. Federal, state and local governmental bodies in many countries, most notably Germany, Italy, Spain, France, the United States, Canada, China, India, Australia, Greece and Portugal have provided subsidies in the form of feed-in tariffs, rebates, tax incentives and other incentives to end-users, distributors, systems integrators and manufacturers of photovoltaic products. Many of these jurisdictions, including the majority of U.S. states and numerous European Union countries, have adopted renewable portfolio standards in which the government requires jurisdictions or regulated utilities to supply a portion of their total electricity from specified sources of renewable energy, such as solar, wind and hydroelectric power. Many of these government incentives expire, phase out over time, require renewal by the applicable authority or may be amended. A summary of recent developments in the major government subsidy programs in our core markets follows. We expect the feed-in tariff in Germany and certain other core markets to be reduced earlier than previously expected, and such reductions could reduce demand and/or price levels for our solar systems, lead to a reduction in our net sales and adversely impact our operating results.

In Italy, the current legislation provides that the existing feed-in tariff will be in effect until the expiration of a 14 month transition period that will begin once 1.2GW of photovoltaic systems are installed under the existing feed-in tariff. It is expected that the Italian government will propose and enact a new feed-in tariff before the end of 2010. Current proposals reflect significant FiT reductions, particularly for ground mounted applications. We cannot be certain of the level of such new feed-in tariff. If the level of such feed-in tariff is not adequate to promote the development of the PV industry or PV projects in Italy, our ability to pursue an expansion strategy in Italy would be adversely affected.

In Ontario, Canada, a new feed-in tariff program was introduced in September 2009 and replaced the Renewable Energy Standard Offer Program (RESOP) as the primary subsidy program for future renewable energy projects. In order to participate in the Ontario feed-in tariff program, certain provisions relating to minimum required domestic content and land use restrictions for solar installations must be satisfied. The new domestic content and land restriction rules do not apply to our Sarnia solar project and the other projects governed by RESOP contracts that we acquired in connection with our acquisition of the solar power project development business of OptiSolar Inc. in April 2009. However, our Ontario projects in earlier stages of development that are not governed by RESOP contracts, as well as any potential new projects in Ontario, will be subject to such domestic content and land restriction rules. As these rules are currently written, we will be unable to fully satisfy such rules (in particular the domestic content requirement rules), thus projects incorporating our modules will not qualify for the Ontario feed-in tariff. In the event the Ontario domestic content and land use restriction rules are not sufficiently modified, our ability to participate in the Ontario feed-in tariff program for future projects will be substantially reduced and possibly completely eliminated, and thus our ability to pursue an expansion strategy in Ontario, Canada beyond our existing RESOP projects would be adversely affected.

Emerging subsidy programs may require an extended period of time to attain effectiveness because the applicable permitting and grid connection processes associated with these programs can be lengthy and administratively burdensome.

In addition, if any of these statutes or regulations is found to be unconstitutional, or is reduced or discontinued for other reasons, sales prices and/or volumes of our solar systems in these countries could decline significantly, which could have a material adverse effect on our business, financial condition and results of operations.

Electric utility companies or generators of electricity from fossil fuels or other renewable energy sources could also lobby for a change in the relevant legislation in their markets to protect their revenue streams.

Reduced growth in or the reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar energy applications, especially those in our target markets, could limit our growth or cause our net sales to decline and materially and adversely affect our business, financial condition and results of operations.

An increase in interest rates or lending rates or tightening of the supply of capital in the global financial markets (including a reduction in total tax equity availability) could make it difficult for end-users to finance the cost of a solar system and could reduce the demand for our solar system and/or lead to a reduction in the average selling price for photovoltaic systems.

Many of potential customers and our systems business depend on debt financing to fund the initial capital expenditure required to develop, build and purchase a solar system. As a result, an increase in interest rates or lending rates could make it difficult for our potential customers or our systems business to secure the financing necessary to develop, build, purchase or install a solar system on favorable terms, or at all, and thus lower demand for our solar system which could limit our growth or reduce our potential net sales. Due to the overall economic outlook, our end-users may change their decision or change the timing of their decision to develop, build, purchase or install a solar system. In addition, we believe that a significant percentage of our end-users install solar systems as an investment, funding the initial capital expenditure through a combination of equity and debt. An increase in interest rates and/or lending rates could lower an investor’s return on investment in a solar system, increase equity return requirements or make alternative investments more attractive relative to solar systems, and, in each case, could cause these end-users to seek alternative investments. A reduction in the supply of project debt financing or tax equity investments could reduce the number of solar projects that receive financing and thus lower demand for solar systems.

Risks Related to Regulations

Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of photovoltaic products, which may significantly reduce demand for our solar modules.

The market for electricity generation products is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the United States and in a number of other countries, these regulations and policies have been modified in the past and may be modified again in the future. These regulations and policies could deter end-user purchases of photovoltaic products and investment in the research and development of photovoltaic technology. For example, without a mandated regulatory exception for photovoltaic systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. If these interconnection standby fees were applicable to solar systems, it is likely that they would increase the cost to our end-users of using solar systems which could make them less desirable, thereby harming our business, prospects, results of operations and financial condition. In addition, electricity generated by solar systems mostly competes with expensive peak hour electricity, rather than the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate for all times of the day, would require solar systems to achieve lower prices in order to compete with the price of electricity from other sources.

We anticipate that our solar systems and their installation will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our solar modules may result in significant additional expenses to us, our resellers and their customers and, as a result, could cause a significant reduction in demand for our solar modules.

Environmental obligations and liabilities could have a substantial negative impact on our financial condition, cash flows and profitability.

Our operations involve the use, handling, generation, processing, storage, transportation and disposal of hazardous materials and are subject to extensive environmental laws and regulations at the national, state, local and international level. These environmental laws and regulations include those governing the discharge of pollutants into the air and water, the use, management and disposal of hazardous materials and wastes, the cleanup of contaminated sites and occupational health and safety. We will incur significant costs and capital expenditures in complying with these laws and regulations. In addition, violations of, or liabilities under, environmental laws or permits may result in restrictions being imposed on our operating activities or in our being subjected to substantial fines, penalties, criminal proceedings, third party property damage or personal injury claims, cleanup costs or other costs. While we believe we are currently in substantial compliance with applicable environmental requirements, future developments such as more aggressive enforcement policies, the implementation of new, more stringent laws and regulations, or the discovery of presently unknown environmental conditions may require expenditures that could have a material adverse effect on our business, results of operations and financial condion.

Risks Related to our Operations, Manufacturing and Technology

We face intense competition from manufacturers of crystalline silicon solar modules, thin film solar modules and solar thermal and concentrated photovoltaic systems; if global supply exceeds global demand, it could lead to a reduction in the average selling price for photovoltaic modules.

The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with the larger electric power industry. Within the global photovoltaic industry, we face competition from crystalline silicon solar module manufacturers, other thin film solar module manufacturers and companies developing solar thermal and concentrated photovoltaic technologies.

Even if demand for solar modules continues to grow, the rapid expansion plans of many solar cell and module manufacturers could create periods where supply exceeds demand. In addition, we believe the significant decrease in the cost of silicon feedstock will provide significant reductions in the manufacturing cost of crystalline silicon solar modules and lead to pricing pressure for solar modules and potentially the oversupply of solar modules.

During any such period, our competitors could decide to reduce their sales price in response to competition, even below their manufacturing cost, in order to generate sales. As a result, we may be unable to sell our solar systems at attractive prices, or for a profit, during any period of excess supply of solar systems, which would reduce our net sales and adversely affect our results of operations. Also, we may decide to lower our average selling price to certain customers in certain markets in response to competition.

If our estimates regarding the future cost of collecting and recycling our solar modules are incorrect, we could be required to accrue additional expenses at and from the time we realize our estimates are incorrect and face a significant unplanned cash burden.

We pre-fund our estimated future obligation for collecting and recycling our solar modules based on the present value of the expected future cost of collecting and recycling the modules, which includes the cost of packaging the solar modules for transport, the cost of freight from the solar module’s installation site to a recycling center, the material, labor and capital costs of the recycling process and an estimated third-party profit margin and return on risk for collection and recycling. We base our estimate on our experience collecting and recycling solar modules that do not pass our quality control tests and solar modules returned under our warranty and on our expectations about future developments in recycling technologies and processes and economic conditions at the time the solar modules will be collected and recycled. If our estimates prove incorrect, we could be required to accrue additional expenses at and from the time we realize our estimates are incorrect and also face a significant unplanned cash burden at the time we realize our estimates are incorrect or end-users return their solar modules, which could harm our operating results. In addition, our end-users can return their solar modules at any time. As a result, we could be required to collect and recycle our solar modules earlier than we expect and before recycling technologies and processes improve.

Our failure to further refine our technology and develop and introduce improved photovoltaic products could render our solar modules uncompetitive or obsolete and reduce our net sales and market share.

We will need to invest significant financial resources in research and development to continue to improve our module conversion efficiency and to otherwise keep pace with technological advances in the solar energy industry. However, research and development activities are inherently uncertain and we could encounter practical difficulties in commercializing our research results. We seek to continuously improve our products and processes, and the resulting changes carry potential risks in the form of delays, additional costs or other unintended contingencies. In addition, our significant expenditures on research and development may not produce corresponding benefits. Other companies are developing a variety of competing photovoltaic technologies, including copper indium gallium diselenide and amorphous silicon, which could produce solar modules that prove more cost-effective or have better performance than our solar modules. In addition, other companies could potentially develop a highly reliable renewable energy system that mitigates the intermittent power production drawback of many renewable energy systems, or offers other value-added improvements from the perspective of utilities and other system owners, in which case such companies could compete with us even if the levelized cost of electricity associated with such new system is higher than that of our systems. As a result, our solar modules may be rendered obsolete by the technological advances of our competitors, which could reduce our net sales and market share.

In addition, we often forward price our products and services (including through our Long-Term Supply Contracts and power purchase agreements) in anticipation of future cost reductions, and thus an inability to further refine our technology and execute our long-term cost reduction objectives could adversely affect our margins and operating results.

Our failure to protect our intellectual property rights may undermine our competitive position and litigation to protect our intellectual property rights or defend against third-party allegations of infringement may be costly.

Protection of our proprietary processes, methods and other technology is critical to our business. Failure to protect and monitor the use of our existing intellectual property rights could result in the loss of valuable technologies. We rely primarily on patents, trademarks, trade secrets, copyrights and contractual restrictions to protect our intellectual property. We also rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. While we generally enter into confidentiality agreements with our associates and third parties to protect our intellectual property, such confidentiality agreements are limited in duration and could be breached and may not provide meaningful protection for our trade secrets or proprietary manufacturing expertise. Adequate remedies may not be available in the event of unauthorized use or disclosure of our trade secrets and manufacturing expertise. In addition, others may obtain knowledge of our trade secrets through independent development or legal means. The failure of our patents or confidentiality agreements to protect our processes, equipment, technology, trade secrets and proprietary manufacturing expertise, methods and compounds could have a material adverse effect on our business. In addition, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some foreign countries, especially any developing countries into which we may expand our operations. In some countries we have not applied for patent, trademark or copyright protection.

Third parties may infringe or misappropriate our proprietary technologies or other intellectual property rights, which could have a material adverse effect on our business, financial condition and operating results. Policing unauthorized use of proprietary technology can be difficult and expensive. Also, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. We cannot assure you that the outcome of such potential litigation will be in our favor. Such litigation may be costly and may divert management attention and other resources away from our business. An adverse determination in any such litigation may impair our intellectual property rights and may harm our business, prospects and reputation. In addition, we have no insurance coverage against litigation costs and would have to bear all costs arising from such litigation to the extent we are unable to recover them from other parties.

Many of our key raw materials and components are either sole-sourced or sourced by a limited number of third-party suppliers and their failure to perform could cause manufacturing delays and impair our ability to deliver solar modules to customers in the required quality and quantities and at a price that is profitable to us.

Our failure to obtain raw materials and components that meet our quality, quantity and cost requirements in a timely manner could interrupt or impair our ability to manufacture our solar modules or increase our manufacturing cost. Many of our key raw materials and components are either sole-sourced or sourced by a limited number of third-party suppliers. As a result, the failure of any of our suppliers to perform could disrupt our supply chain and impair our operations. In addition, many of our suppliers are small companies that may be unable to supply our increasing demand for raw materials and components as we implement our planned rapid expansion. We may be unable to identify new suppliers or qualify their products for use on our production lines in a timely manner and on commercially reasonable terms. Raw materials and components from new suppliers may also be less suited for our technology and yield solar modules with lower conversion efficiencies, higher failure rates and higher rates of degradation than solar modules manufactured with the raw materials from our current suppliers. A constraint on our production may cause us to be unable to meet our obligations under our Long-Term Supply Contracts, which would have an adverse impact on our financial results.

Our future success depends on our ability to build new manufacturing plants and add production lines in a cost-effective manner, both of which are subject to risks and uncertainties.

Our future success depends on our ability to significantly increase both our manufacturing capacity and production throughput in a cost-effective and efficient manner. If we cannot do so, we may be unable to expand our business, decrease our cost per watt, maintain our competitive position, satisfy our contractual obligations or sustain profitability. Our ability to expand production capacity is subject to significant risks and uncertainties, including the following:

·	making changes to our production process that are not properly qualified or that may cause problems with the quality of our solar modules;

·	delays and cost overruns as a result of a number of factors, many of which may be beyond our control, such as our inability to secure successful contracts with equipment vendors;

·	our custom-built equipment taking longer and costing more to manufacture than expected and not operating as designed;

·	delays or denial of required approvals by relevant government authorities;

·	being unable to hire qualified staff;

·	failure to execute our expansion plans effectively; and

·	manufacturing concentration risk resulting from an expected 24 out of 34 announced production lines worldwide by the end of 2012 being located in one geographic area, Malaysia.

Some of our manufacturing equipment is customized and sole sourced. If our manufacturing equipment fails or if our equipment suppliers fail to perform under their contracts, we could experience production disruptions and be unable to satisfy our contractual requirements.

Some of our manufacturing equipment is customized to our production lines based on designs or specifications that we provide to the equipment manufacturer, which then undertakes a specialized process to manufacture the custom equipment. As a result, the equipment is not readily available from multiple vendors and would be difficult to repair or replace if it were to become damaged or stop working. If any piece of equipment fails, production along the entire production line could be interrupted and we could be unable to produce enough solar modules to satisfy our contractual requirements under our Long-Term Supply Contracts. In addition, the failure of our equipment suppliers to supply equipment in a timely manner or on commercially reasonable terms could delay our expansion plans and otherwise disrupt our production schedule or increase our manufacturing costs, all of which would adversely impact our financial results.

We may be unable to manage the expansion of our operations effectively.

We expect to continue to expand our business in order to meet our contractual obligations, satisfy demand for our solar modules and maintain or increase market share. However, depending on the amount of additional contractual obligations we enter into and our ability to expand our manufacturing capabilities in accordance with our expectations, we might be unable to produce enough solar modules to satisfy our contractual requirements.

To manage the continued rapid expansion of our operations, we will be required to continue to improve our operational and financial systems, procedures and controls and expand, train and manage our growing associate base. Our management will also be required to maintain and expand our relationships with customers, suppliers and other third parties and attract new customers and suppliers. In addition, our current and planned operations, personnel, systems and internal procedures and controls might be inadequate to support our future growth. If we cannot manage our growth effectively, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

Our substantial international operations subject us to a number of risks, including unfavorable political, regulatory, labor and tax conditions in foreign countries.

We operate outside the United States. In the future, we expect to expand our operations into other countries in Europe, Asia and the Middle East and elsewhere; as a result, we will be subject to the legal, political, social and regulatory requirements and economic conditions of many jurisdictions. Risks inherent to international operations, include, but are not limited to, the following:

·	difficulty in enforcing agreements in foreign legal systems;

·	foreign countries may impose additional income and withholding taxes or otherwise tax our foreign operations, impose tariffs or adopt other restrictions on foreign trade and investment, including currency exchange controls;

·	fluctuations in exchange rates may affect product demand and may adversely affect our profitability in U.S. dollars to the extent the price of our solar modules and cost of raw materials, labor and equipment is denominated in a foreign currency;
·	inability to obtain, maintain or enforce intellectual property rights;

·	risk of nationalization of private enterprises;

·	changes in general economic and political conditions in the countries in which we operate, including changes in the government incentives we are relying on;

·	unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to environmental protection, export duties and quotas;

·	opaque approval processes in which the lack of transparency may cause delays and increase the uncertainty of project approvals;

·	difficulty in staffing and managing widespread operations;

·	difficulty in repatriating earnings;

·	difficulty in negotiating a successful collective bargaining agreement in France or other jurisdictions;

·	trade barriers such as export requirements, tariffs, taxes, local content requirements and other restrictions and expenses, which could increase the price of our solar modules and make us less competitive in some countries; and

·	difficulty of and costs relating to compliance with the different commercial and legal requirements of the overseas countries in which we offer and sell our solar modules.

Our business in foreign markets requires us to respond to rapid changes in market conditions in these countries. Our overall success as a global business depends, in part, on our ability to succeed in differing legal, regulatory, economic, social and political conditions. We may not be able to develop and implement policies and strategies that will be effective in each location where we do business.

Risks Related to Our Systems Business

Project development or construction activities may not be successful and projects under development may not receive required permits or construction may not commence as scheduled, which could increase our costs and impair our ability to recover our investments.

The development and construction of solar power electric generation facilities and other energy infrastructure projects involve numerous risks. We may be required to spend significant sums for preliminary engineering, permitting, legal, and other expenses before we can determine whether a project is feasible, economically attractive or capable of being built. Success in developing a particular project is contingent upon, among other things:

·	negotiation of satisfactory engineering, procurement and construction agreements;

·	receipt of required governmental permits and approvals, including the right to interconnect to the electric grid;

·	payment of interconnection and other deposits (some of which are non-refundable);

·	obtaining construction financing; and

·	timely implementation and satisfactory completion of construction.

Successful completion of a particular project may be adversely affected by numerous factors, including:

·	delays in obtaining required governmental permits and approvals;

·	uncertainties relating to land costs for projects on land subject to Bureau of Land Management procedures;

·	unforeseen engineering problems;

·	construction delays and contractor performance shortfalls;

·	work stoppages;

·	cost over-runs

·	equipment and materials supply;

·	adverse weather conditions; and

·	environmental and geological conditions.

If we are unable to complete the development of a solar power facility, or fail to meet one or more agreed target construction milestone dates, we may be subject to liquidated damages and/or penalties under our agreements relating to the project, and we typically will not be able to recover our investment in the project. If we are unable to complete the development of a solar power project, we may write-down or write-off some or all of these capitalized investments, which would have an adverse impact on our net income in the period in which the loss is recognized.

We may enter into fixed price contracts in which we act as the general contractor for our customers in connection with the installation of our solar power systems. All essential costs are estimated at the time of entering into the contract for a particular project, and these are reflected in the overall price that we charge our customers for the project. These cost estimates are preliminary and may or may not be covered by contracts between us or the subcontractors, suppliers and other parties to the project. In addition, we require qualified, licensed subcontractors to install most of our systems. Shortages of such skilled labor could significantly delay a project or otherwise increase our costs. Should miscalculations in planning a project or delays in execution occur and we are unable to increase commensurately the sales price, we may not achieve our expected margins or we may be required to record a loss in the relevant fiscal period.

We may be unable to acquire or lease land and/or obtain the approvals, licenses and permits necessary to build and operate power plants in a timely and cost effective manner, and regulatory agencies, local communities or labor unions may delay, prevent or increase the cost of construction and operation of the plants we intend to build.

In order to construct and operate our plants, we need to acquire or lease land and obtain all necessary local, county, state and federal approvals, licenses and permits. We may be unable to acquire the land or lease interests needed, may not receive or retain the requisite approvals, permits and licenses or may encounter other problems which could delay or prevent us from successfully constructing and operating plants.

Many of our proposed plants are located on or require access through public lands administered by federal and state agencies pursuant to competitive public leasing and right-of-way procedures and processes. The authorization for the use, construction and operation of plants and associated transmission facilities on federal, state and private lands will also require the assessment and evaluation of mineral rights, private rights-of-way and other easements; environmental, agricultural, cultural, recreational and aesthetic impacts; and the likely mitigation of adverse impacts to these and other resources and uses. The inability to obtain the required permits and, potentially, excessive delay in obtaining such permits due, for example, to litigation, could prevent us from successfully constructing and operating plants and could result in a potential forfeiture of any deposit we have made with respect to a given project. Moreover, project approvals subject to project modifications and conditions, including mitigation requirements and costs, could affect the financial success of a given project.

In addition, local labor unions may increase the cost of, and/or lower the productivity of, project development in Canada and California.

In China our projects are subject to a number of government approvals, including the approval of a pre-feasibility and feasibility study. Individually, the pre-feasibility and feasibility study require many different government approvals at the national, provincial and local levels, and the approval process is discretionary and not fully transparent.

Lack of transmission capacity availability, potential upgrade costs to the transmission grid and other systems constraints could significantly impact our ability to build the plants and generate solar electricity power sales.

In order to deliver electricity from our solar plants to our customers, our projects need to connect to the transmission grid. The lack of available capacity on the transmission grid could substantially impact our projects and cause reductions in project size, delays in project implementation, increases in costs from transmission upgrades and potential forfeitures of any deposit we have made with respect to a given project. These transmission issues, as well as issues relating to the availability of large systems such as transformers and switch gear, could significantly impact our ability to build the plants and generate solar electricity sales.

Our systems business is largely dependent on us and third parties arranging financing from various sources, which may not be available or may only be available on unfavorable terms or in insufficient amounts.

The construction of our large utility-scale solar power projects under development by us is expected in many cases to require project financing, including non-recourse project debt financing in the bank loan market and institutional debt capital markets. Uncertainties exist as to whether our projects will be able to access the debt markets in a sufficient magnitude to finance their construction. If we are unable to arrange such financing or if it is only available on unfavorable terms, we may be unable to fully execute our systems business plan. In addition, we generally expect to sell our projects by raising project equity capital from tax oriented, strategic industry and other equity investors. Such equity sources may not be available or may only be available in insufficient amounts, in which case our ability to sell our projects may be delayed or limited and our business, financial condition or results of operations may be adversely affected.

In addition, for projects in which we provide EPC services but are not the project developer, our EPC activities are in many cases dependent on the ability of third parties to purchase our plant projects, which, in turn, is dependent on their ability to obtain financing for such purchases. Depending on prevailing conditions in the credit markets and other factors, such financing may not be available or may only be available on unfavorable terms or in insufficient amounts. If third parties are limited in their ability to access financing to support their purchase of the power plant projects from us, we may not realize the cash flows that we expect from such sales, and this could adversely affect our ability to invest in our business and/or generate revenue. See also the risk factor above entitled “An increase in interest rates or lending rates or tightening of the supply of capital in the global financial markets (including a reduction in total tax equity availability) could make it difficult for end-users to finance the cost of a solar system and could reduce the demand for our solar modules and/or lead to a reduction in the average selling price for photovoltaic modules.”

Developing solar power projects may require significant upfront investment prior to the signing of a power purchase agreement or an EPC contract, which could adversely affect our business and results of operations.

Our solar power project development cycles, which span the time between the identification of land and the commercial operation of a solar power plant project, vary substantially and can take many months or years to mature. As a result of these long project cycles, we may need to make significant upfront investments of resources (including, for example, large transmission deposits or other payments, which may be non-refundable) in advance of the signing of PPAs and EPC contracts and the receipt of any revenue, much of which is not recognized for several additional months or years following contract signing. Our potential inability to enter into sales contracts with potential customers after making such upfront investments could adversely affect our business and results of operations.

Our liquidity may be adversely affected to the extent the project sale market weakens and we are unable to sell our solar projects on pricing, terms and timing commercially acceptable to us.

Other Risks

We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business and management.

We may acquire companies, project pipelines, products or technologies or enter into joint ventures or other strategic initiatives. We may not realize the anticipated benefits of an acquisition and each acquisition has numerous risks. These risks include the following:

·	difficulty in assimilating the operations and personnel of the acquired company;

·	difficulty in effectively integrating the acquired technologies or products with our current products and technologies;

·	difficulty in maintaining controls, procedures and policies during the transition and integration;

·	disruption of our ongoing business and distraction of our management and associates from other opportunities and challenges due to integration issues;

·	difficulty integrating the acquired company’s accounting, management information and other administrative systems;

·	inability to retain key technical and managerial personnel of the acquired business;

·	inability to retain key customers, vendors and other business partners of the acquired business;

·	inability to achieve the financial and strategic goals for the acquired and combined businesses;

·	incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;

·	potential impairment of our relationships with our associates, customers, partners, distributors or third party providers of technology or products;

·	potential failure of the due diligence processes to identify significant issues with product quality, architecture and development or legal and financial liabilities, among other things;

·	potential inability to assert that internal controls over financial reporting are effective;

·	potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions; and

·	potential delay in customer purchasing decisions due to uncertainty about the direction of our product offerings.

Mergers and acquisitions of companies are inherently risky, and ultimately, if we do not complete the integration of acquired businesses successfully and in a timely manner, we may not realize the anticipated benefits of the acquisitions to the extent anticipated, which could adversely affect our business, financial condition or results of operations.

Our future success depends on our ability to retain our key associates and to successfully integrate them into our management team.

We are dependent on the services of David Brown, our Chairman, and Edward T. Whelan, our Chief Executive Officer and other members of our senior management team. The loss of David Brown or Edward T. Whelan or any other member of our senior management team could have a material adverse effect on us. There is a risk that we will not be able to retain or replace these key associates. Several of our current key associates, including David Brown or Edward T. Whelan are subject to employment conditions or arrangements that contain post-employment non-competition provisions. However, these arrangements permit the associates to terminate their employment with us upon little or no notice and the enforceability of the non-competition provisions is uncertain.

If we are unable to attract, train and retain key personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain management, operations and technical personnel. Recruiting and retaining capable personnel, particularly those with expertise in the photovoltaic industry and thin film technology, are vital to our success. There is substantial competition for qualified technical personnel and there can be no assurance that we will be able to attract or retain our technical personnel. If we are unable to attract and retain qualified associates, our business may be materially and adversely affected.

We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant damage awards or prohibit us from the manufacture and sale of our solar modules or the use of our technology.

Our success depends largely on our ability to use and develop our technology and know-how without infringing or misappropriating the intellectual property rights of third parties. The validity and scope of claims relating to photovoltaic technology patents involve complex scientific, legal and factual considerations and analysis and, therefore, may be highly uncertain. We may be subject to litigation involving claims of patent infringement or violation of intellectual property rights of third parties. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, which may not be available on reasonable terms, or at all, or pay ongoing royalties, require us to redesign our solar module, or subject us to injunctions prohibiting the manufacture and sale of our solar modules or the use of our technologies. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our solar modules until the resolution of such litigation.

Currency translation and transaction risk may negatively affect our net sales, cost of sales and gross margins and could result in exchange losses.

Although our reporting currency is the U.S. dollar, we conduct our business and incur costs in the local currency of most countries in which we operate. As a result, we are subject to currency translation and transaction risk. We expect a large percentage of our net sales to be outside the United States and denominated in foreign currencies in the future. In addition, our operating expenses for our plants located outside the U.S. will be denominated in the local currency. Changes in exchange rates between foreign currencies and the U.S. dollar could affect our net sales and cost of sales and could result in exchange gains or losses. In addition, we incur currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or a sales transaction using a different currency from our reporting currency. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.

We could also expand our business into emerging markets, many of which have an uncertain regulatory environment relating to currency policy. Conducting business in such emerging markets could cause our exposure to changes in exchange rates to increase.

Our ability to hedge foreign currency exposure is dependent on our credit profile with the banks that are willing and able to do business with us. Deterioration in our credit position or a significant tightening of the credit market conditions could limit our ability to hedge our foreign currency exposure; and therefore, result in exchange losses.

Unanticipated changes in our tax provisions, the adoption of a new U.S. tax legislation or exposure to additional income tax liabilities could affect our profitability.

We are subject to income taxes in the United States and the foreign jurisdictions in which we operate. Our tax liabilities are affected by the amounts we charge for inventory, services, licenses, funding and other items in intercompany transactions. We are subject to potential tax examinations in these various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing or other tax positions and assess additional taxes. We regularly assess the likely outcomes of these examinations in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these potential examinations, and the amounts ultimately paid upon resolution of examinations could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. In addition, our future effective tax rate could be adversely affected by changes to our operating structure, loss of our Malaysian tax holiday, changes in the mix of earnings in countries with tax holidays or differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the discovery of new information in the course of our tax return preparation process. In addition, President Obama's administration has recently announced proposals for new U.S. tax legislation that, if adopted, could adversely affect our tax rate. Any of these changes could affect our results of operations.

We may invest in joint ventures, which add another layer of risk to our business.

We may acquire properties through joint ventures, which could subject us to certain risks, which may not otherwise be present, if we made the investments directly. These risks include:

· the potential that our joint venture partner may not perform;

· the joint venture partner may have economic or business interests or goals that are inconsistent with or adverse to our interests or goals;

· the joint venture partner may take actions contrary to our requests or instructions or contrary to our objectives or policies;

· the joint venture partner might become bankrupt or fail to fund its share of required capital contributions;

· we and the joint venture partner may not be able to agree on matters relating to the property; and

· we may become liable for the actions of our third-party joint venture partners.

Any disputes that may arise between joint venture partners and us may result in litigation or arbitration that would increase our expenses and prevent us from focusing our time and effort on the business of the joint venture.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company has not sold any equity securities during the quarter ended March 31, 2011. Information with respect to previously reported sales prior to December 31, 2010 may be found in the Company’s prior filings.

ITEM 3 DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the first quarter of the year ended March 31, 2011.

ITEM 5 OTHER INFORMATION

None.

ITEM 6 EXHIBITS

Exhibit No. Document Description

3.1

Certificate of Incorporation of Sun Reporter, Inc. as filed with the Florida Secretary of State on January 14, 1988, incorporated by reference to the Company’s Registration Statement on Form 10SB12G filed with the Securities and Exchange Commission on Septermber 8, 1999.

3.2

Amended Certificate of Incorporation of Sun Reporter, Inc. to change name to DEC Capital, Inc. as filed with the Florida Secretary of State on April 6, 2007

3.3

Amended Certificate of Incorporation of DEC Capitlal, Inc. to change name to C&G Dec Capital, Inc. as filed with the Florida Secretary of State on June 22, 2007

3.4

Amended Certificate of Incorporation of C&D DEC Capital, Inc. to change name to Energiz Renewable, Inc. as filed with the Florida Secretary of State on February 24, 2010, incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 17, 2010.

3.5

Amended Certificate of Incorporation of Energiz Renewable Inc. to increase the authorized shares to 100,000,000 Common Shares as filed with the Florida Secretary of State on April 26, 2010, incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 6, 2010.

3.6

By Laws, incorporated by reference to the Company’s Registration Statement on Form 10SB12G filed with the Securities and Exchange Commission on Septermber 8, 1999.

31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1

Certification of Chief Executive Officer and Chirf Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Reports on Form 8-K:

None.

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, there unto duly authorized.

		ENERGIZ RENEWABLE, INC..
		(Registrant)


Date: May 23, 2011		By: /s/ EDWARD T. WHELAN
		Edward T. Whelan
		Chief Executive Officer and
		Chief Financial Officer
		and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	NAME	TITLE	DATE

/s/Edward T. Whelan	Edward T. Whelan	CEO, CFO & Director	May 23, 2011


/s/David Brown	David Brown	Secretary & Chairman of the Board	May 23, 2011


/s/William Walling	William Walling	Director	May 23, 2011

C&G DEC CAPITAL, INC 10-Q