UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

———————

FORM 10-Q

———————

(Mark One)

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

~~QUARTERLY~~For ~~REPORT~~the ~~PURSUANT~~quarterly TOperiod ~~SECTION~~ended 13January OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2010

~~For~~ o TRANSITION REPORT ~~the~~PURSUANT ~~quarterly~~TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT ~~period ended July 31, 2009~~

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to _____________

~~———————~~GWS Technologies, Inc. (Exact name of small business issuer as specified in its charter)

GWS Technologies, Inc.

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

———————

Delaware		20-2721447
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15455 N. Greenway-Hayden Loop, Suite C4 Scottsdale, Arizona 85260 (address of principal executive offices) (480) 619-4747 (issuer’s telephone number)

~~Scottsdale~~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), ~~Arizona~~and ~~85260~~(2) has been subject to such filing requirements for the past 90 days. Yes x No o

(Address of Principal Executive Offices)

(480) 619-4747

(Issuer’s Telephone Number)

———————

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 þ No ¨

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

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer ¨o (Do not check if a smaller reporting company) Smaller reporting company þx

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

YES ¨ NO þ

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the issuer’s common equity outstanding as of ~~September 8~~March 19, ~~2009~~2010 was approximately 711,~~849~~501,~~897~~497 shares of common stock, par value $.001.

INDEX TO FORM 10-Q FILING

FOR THE PERIOD ENDED ~~JULY~~JANUARY 31, ~~2009~~2010

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION Item 1. Financial Statements 1 Balance Sheets as of July 31, 2009 1 Statements of Operations for the three month periods ended July 31, 2009 and July 31, 2008 2 Statements of Stockholders' Equity (Deficit) 3 Statements of Cash Flows for the three month periods 2009 and July 31, 2008 4 Condensed Notes to the Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Item 4. Controls and Procedures 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings 16 Item 1A. Risk Factors 16 Item 3. Defaults Upon Senior Securities 20 Item 6. Exhibits 20 SIGNATURES 21

FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements		1
	Balance Sheets as of January 31, 2010 and October 31, 2009		1
	Statements of Operations for the three month periods ended January 31, 2010 and January 31, 2009		2
	Statements of Stockholders' Equity (Deficit)		3
	Statements of Cash Flows for the three month periods ended January 31, 2010 and January 31, 2009		4
	Notes to the Financial Statements		5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Controls and Procedures		20

PART II

OTHER INFORMATION

Item 1A	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 6.	Exhibits	27


SIGNATURES		28

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements

Financial Statements

GWS TECHNOLOGIES, INC.
Balance Sheets

ASSETS

	January 31,				October 31,
	2010				2009
	(Unaudited)				(Restated)
CURRENT ASSETS

Cash		$	-			$	-
Prepaid expenses			231,903				309,819

Total Current Assets			231,903				309,819

PROPERTY AND EQUIPMENT, net			11,640				13,089

TOTAL ASSETS		$	243,543			$	322,908

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses		$	502,719			$	496,557
Bank overdraft			56				1,978
Accrued interest payable			279,732				232,928
Note payable-related parties			363,032				358,135
Note payable			1,192,703				1,232,703

Total Current Liabilities			2,338,242				2,322,301

LONG-TERM DEBT			-				-

TOTAL LIABILITIES			2,338,242				2,322,301

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock: $0.001 par value; 10,000,000 shares authorized;
no shares issued and outstanding			-				-
Common stock: $0.001 par value; 100,000,000 shares authorized;
10,680,997 and 8,104,897 shares issued and outstanding, respectively			10,681				8,105
Additional paid-in capital			11,675,636				10,448,918
Stock subscription receivable			(22,522	)			-
Accumulated deficit			(13,758,494	)			(12,456,416	)

Total Stockholders' Equity (Deficit)			(2,094,699	)			(1,999,393	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	243,543			$	322,908

~~GWS~~The ~~TECHNOLOGIES,~~accompanying ~~INC~~notes are an integral part of these condensed financial statements.

~~Balance Sheets~~1

(Unaudited)

GWS TECHNOLOGIES, INC.
Statements of Operations
(Unaudited)
	For the Three Months
	Ended
	January 31,
	2010			2009


REVENUES	$	-		$	-

COST OF GOODS SOLD		-			-

GROSS PROFIT (LOSS)		-			-

OPERATING EXPENSES

Depreciation and amortization		1,448			1,448
Consulting fees		1,215,415			1,726,024
Professional fees		21,950			3,762
General and administrative		16,461			12,327

Total Operating Expenses		1,255,274			1,743,561

LOSS FROM CONTINUING OPERATIONS		(1,255,274	)		(1,743,561	)

OTHER INCOME (EXPENSES)

Interest expense		(46,804	)		(35,596	)

Total Other Income (Expenses)		(46,804	)		(35,596	)

NET LOSS BEFORE INCOME TAXES		(1,302,078	)		(1,779,157	)
INCOME TAX EXPENSE		-			-

NET LOSS FROM CONTINUING OPERATIONS	$	(1,302,078	)	$	(1,779,157	)

DISCONTINUED OPERATIONS
Loss from discontinued operations		-			(31,923	)
Income tax benefit		-			-
GAIN (LOSS) ON DISCONTINUED OPERATIONS		-			(31,923	)

NET LOSS	$	(1,302,078	)	$	(1,811,080	)

BASIC AND DILUTED INCOME (LOSS) PER SHARE	$	(0.14	)	$	(0.86	)

BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING		9,270,247			2,094,897

	July 31, 2009			October 31, 2008
ASSETS
CURRENT ASSETS
Cash	$	44,271		$	7,101
Accounts receivable, net		968			5,945
Inventory		119,258			127,044
Total Current Assets		164,497			140,090
PROPERTY AND EQUIPMENT, net		25,396			32,702
TOTAL ASSETS	$	189,893		$	172,792
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	378,158		$	384,411
Bank overdraft		222			—
Accrued interest payable		144,070			60,470
Note payable, net of discount		521,947			200,000
Note payable, related party		1,010,500			1,025,500
Total Current Liabilities		2,054,897			1,670,381
LONG-TERM DEBT		—			—
TOTAL LIABILITIES		2,054,897			1,670,381
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock: $0.001 par value; 100,000,000 shares authorized; 6,584,897 and 609,897 shares issued and outstanding, respectively		6,585			610
Additional paid-in capital		8,651,534			3,954,923
Accumulated Deficit		(10,523,123	)		(5,453,122	)
Total Stockholders' Equity (Deficit)		(1,865,004	)		(1,497,589	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	189,893		$	172,792

The accompanying notes are an integral part of these condensed financial statements.

~~The accompanying condensed notes are an integral part of these financial statements.~~2

GWS TECHNOLOGIES, INC.
Statements of Stockholders' Equity (Deficit)


					Additional		Stock
	Common Stock				Paid-in		Subscription			Accumulated
	Shares		Amount		Capital		Receivable			Deficit			Total

Balance, October 31, 2008		609,897	$	610	$	4,446,683	$	-		$	(5,855,470	)	$	(1,408,177	)

Common stock issued for services		4,895,000		4,895		4,478,098		-			-			4,482,993

Options exercised in exchange for services		2,250,000		2,250		360,250		-			-			362,500

Options exercised for cash at $0.46 per share		300,000		300		137,200		-			-			137,500

Common stock issued for
debt at $0.30 per share		50,000		50		14,950		-			-			15,000

Options granted as compensation		-		-		1,007,070		-			-			1,007,070

Beneficial conversion feature of
convertible debt		-		-		4,667		-			-			4,667

Net loss for the year ended
October 31, 2009		-		-		-		-			(6,600,946	)		(6,600,946	)

Balance, October 31, 2009		8,104,897		8,105		10,448,918		-			(12,456,416	)		(1,999,393	)

Common stock issued for services (unaudited)		2,087,500		2,087		1,157,643		-			-			1,159,730

Common stock issued for cash at
$0.36 per share (unaudited)		88,600		89		29,475		(22,522	)		-			7,042

Common stock issued for
debt at $0.10 per share (unaudited)		400,000		400		39,600		-			-			40,000

Net loss for the three months ended
January 31, 2010 (unaudited)		-		-		-		-			(1,302,078	)		(1,302,078	)

Balance, January 31, 2010 (unaudited)		10,680,997	$	10,681	$	11,675,636	$	(22,522	)	$	(13,758,494	)	$	(2,094,699	)

~~GWS~~The ~~TECHNOLOGIES,~~accompanying ~~INC~~notes are an integral part of these condensed financial statements.

~~Statements of Operations~~3

(Unaudited)

GWS TECHNOLOGIES, INC.
Statements of Cash Flows
(Unaudited)
	For the Three Months
	Ended
	January 31,
	2010			2009

OPERATING ACTIVITIES
Net loss	$	(1,302,078	)	$	(1,811,080	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Common stock issued for services		1,237,646			1,722,600
Depreciation expense		1,449			1,448
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		57,863			(21,231	)

Net Cash Used in Continuing Operating Activities		(5,120	)		(108,263	)
Net Cash Provided by Discontinued Operating Activities		-			3,243
Net Cash Used in Operating Activities		(5,120	)		(105,020	)

INVESTING ACTIVITIES
Property and equipment purchased		-			-

Net Cash Used in Investing Activities		-			-
Net Cash Provided by Discontinued Investing Activities		-			-
Net Cash Used in Investing Activities		-			-

FINANCING ACTIVITIES
Proceeds from notes payable		-			98,700
Repayment of bank overdraft		(1,922	)		-
Common stock issued for cash		7,042			-

Net Cash Provided by Financing Activities		5,120			98,700
Net Cash Provided by Discontinued Operating Activities		-			-
Net Cash Used in Operating Activities		5,120			98,700
		-
NET INCREASE (DECREASE) IN CASH					(6,320	)

CASH AT BEGINNING OF PERIOD		-			7,100

CASH AT END OF PERIOD	$	-		$	780

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash Paid For:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non Cash Financing Activities:
Common stock issued for debt	$	40,000		$	-

	For the Three Months Ended July 31,						For the Nine Months Ended July 31,
	2009				2008			2009		2008
REVENUES	$	968		$	138,432		$	98,949		$	483,827
COST OF GOODS SOLD		361			72,277			19,846			304,845
GROSS PROFIT		607			66,155			79,103			178,982
OPERATING EXPENSES
Depreciation and amortization		2,435			2,451			7,306			7,353
Consulting fees		2,647,850			158,327			4,799,382			225,237
Professional fees		—			11,234			14,840			40,944
General and administrative		108,568			221,331			244,024			816,034
Total Operating Expenses		2,758,853			393,343			5,065,552			1,089,568
LOSS FROM OPERATIONS		(2,758,246	)		(327,188	)		(4,986,449	)		(910,586	)
OTHER INCOME (EXPENSES)
Interest expense		(22,762	)		(38,815	)		(83,599	)		(96,555	)
Interest income		—			39			47			170
Total Other Income (Expenses)		(22,762	)		(38,776	)		(83,552	)		(96,385	)
NET LOSS BEFORE INCOME TAXES		(2,781,008	)		(365,964	)		(5,070,001	)		(1,006,971	)
INCOME TAX EXPENSE		—			—			—			—
NET LOSS	$	(2,781,008	)	$	(365,964	)	$	(5,070,001	)	$	(1,006,971	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.52	)	$	(0.73	)	$	(1.34	)	$	(2.06	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		5,379,897			501,348			3,789,897			489,501

The accompanying notes are an integral part of these condensed financial statements.

~~The accompanying condensed notes are an integral part of these financial statements.~~4

2GWS TECHNOLOGIES, INC.

~~GWS~~Condensed ~~TECHNOLOGIES,~~Notes ~~INC.~~to the Financial Statements

~~Statements~~January of31, ~~Stockholders'~~2010 ~~Equity~~and ~~(Deficit)~~October 31, 2009

~~(Unaudited)~~NOTE 1 - FINANCIAL STATEMENTS

	Common Stock				Additional Paid-in Capital			Stock Subscriptions Receivable			Accumulated Deficit			Total
	Shares		Amount
Balance, October 31, 2007		463,807	$	464	$	3,688,172		$	(325,000	)	$	(3,842,345	)	$	(478,709	)
Common stock issued for cash at $20.00 per share		2,750		3		54,997			—			—			55,000
Beneficial conversion feature of convertible debt		—		—		15,397			—			—			15,397
Common stock issued for debt at $6.00 per share		8,333		8		49,992			—			—			50,000
Common stock issued for services at $2.40 per share		60,000		60		146,440			––			—			146,500
Fractional shares issued pursuant to reverse stock split		75,007		75		(75	)		—			—			—
Net loss for the year ended October 31, 2008		—		—		—			325,000			(1,610,777	)		(1,285,777	)
Balance, October 31, 2008		609,897		610		3,954,923			—			(5,453,122	)		(1,497,589	)
Common stock issued for services at $0.58 per share		2,200,000		2,200		1,273,800			—			—			1,276,000
Common stock warrants exercised for services at $0.58 per share		770,000		770		445,830			—			—			446,600
Common stock issued for debt at $0.30 per share		50,000		50		14,950			—			—			15,000
Common stock issued for services at $0.30 per share		545,000		545		162,955			—			—			163,500
Options granted as compensation		—		—		211,286			—			—			211,286
Common stock issued services at $1.07 per share		2,410,000		2,410		2,587,790			—			—			2,590,200
Net loss for the nine months ended July 31, 2009		—		—		—			—			(5,070,001	)		(5,070,001	)
Balance, July 31, 2009		6,584,897		6,585		8,651,534			—			(10,523,123	)		(1,865,004	)

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2010, and for all periods presented herein, have been made.

~~The~~Certain ~~accompanying~~information ~~condensed~~and ~~notes~~footnote ~~are~~disclosures annormally ~~integral~~included ~~part~~in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s October 31, 2009 financial statements. The results of operations for the periods ended January 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

3NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

~~GWS~~The ~~TECHNOLOGIES~~Company has restated its financial statements as of and for the year ended October 31, ~~INC~~2009 to reflect material differences discovered subsequent to the report 10K being filed. The Company erroneously recorded $88,200 worth of stock to be issued for services as having been issued. This resulted in an overstatement of the Additional Paid-in Capital account of $88,200, an overstatement of Stock Subscription Receivable account of $65,969 and an understatement of accounts payable of $22,231. In accordance with FASB ASC 505-50, the Company has reclassified the remaining $309,819 of stock issued in advance for services that were improperly classified as “Stock Subscription Receivables” in the stockholder’s equity section of the balance sheet to “Prepaid Expenses” in the current asset section of the balance sheet. The Company also updated section 9A to clarify its assessment of internal controls as of October 31, 2009. The below tables are summarized financial statements comparing the restated financial statements to those originally filed.

Statements of Cash Flows

Balance Sheets

ASSETS
	October 31,				October 31,
	2009				2009
					(Restated)
CURRENT ASSETS
Cash		$	-			$	-
Prepaid expenses			-				309,819
Total Current Assets			-				309,819
TOTAL ASSETS		$	13,089			$	322,908

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Total Current Liabilities			2,300,070				2,322,301
LONG-TERM DEBT			-				-
TOTAL LIABILITIES			2,300,070				2,322,301

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock			-				-
Common stock			8,105				8,105
Additional paid-in capital			10,537,118				10,448,918
Stock subscription receivable			(375,788	)			-
Accumulated deficit			(12,456,416	)			(12,456,416	)
Total Stockholders' Equity (Deficit)			(2,286,981	)			(1,999,393	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	13,089			$	322,908

~~(Unaudited)~~5

	For the Nine Months Ended July 31,
	2009			2008
OPERATING ACTIVITIES
Net loss	$	(5,070,001	)	$	(1,006,971	)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of discount on convertible debt		—			14,664
Common stock issued for services		4,476,300			171,500
Common stock purchase options granted for services		211,286			15,397
Depreciation expense		7,306			7,353
Changes in operating assets and liabilities:
(Increase) decrease in inventory		7,786			(53,675	)
(Increase) decrease in accounts receivable		4,977			84,941
Increase (decrease) in accounts payable and accrued expenses		77,347			181,874
Net Cash Used in Operating Activities		(284,999	)		(584,917	)
INVESTING ACTIVITIES
Property and equipment purchased		—			(1,139	)
Net Cash Used in Investing Activities		—			(1,139	)
FINANCING ACTIVITIES
Repayment to related parties		(41,500	)		(50,000	)
Bank overdraft		222			—
Borrowings from related parties		363,447			529,000
Common stock issued for cash		—			55,000
Net Cash Provided by Financing Activities		322,169			534,000
NET INCREASE (DECREASE) IN CASH		37,170			(52,056	)
CASH AT BEGINNING OF PERIOD		7,101			65,663
CASH AT END OF PERIOD	$	44,271		$	13,607
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid For:
Interest	$	—		$	34,026
Income taxes		—			—
Non Cash Financing Activities:
Common stock issued for debt	$	15,000		$	50,000

NOTE 3 - GOING CONCERN

The ~~accompanying~~Company’s ~~condensed~~financial ~~notes~~statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ~~integral~~ongoing ~~part~~source of ~~these~~revenues ~~financial~~sufficient ~~statements~~to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

4In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

~~GWS~~The ~~TECHNOLOGIES,~~ability ~~INC~~of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Condensed Notes to the Financial Statements~~6

~~July~~NOTE 4 ~~31,~~– ~~2009~~SIGNIFICANT ~~and~~ACCOUNTING ~~October 31, 2008~~POLICIES

~~NOTE~~Use 1of –Estimates

~~FINANCIAL~~The ~~STATEMENTS~~preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Recent ~~accompanying~~Accounting financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at July 31, 2009, and for all periods presented herein, have been made.Pronouncements

~~Certain~~In ~~information~~January ~~and~~2010, ~~footnote~~the ~~disclosures~~FASB ~~normally~~issued ~~included~~Accounting inStandards ~~financial~~Update ~~statements~~2010-02, ~~prepared~~Consolidation in(Topic ~~accordance~~810): ~~with~~Accounting ~~accounting~~and ~~principles~~Reporting ~~generally~~for ~~accepted~~Decreases in ~~the~~Ownership ~~United~~of ~~States~~a ofSubsidiary. ~~America~~This ~~have~~amendment ~~been~~to ~~condensed~~Topic or810 ~~omitted~~clarifies, but does not change, the scope of current US GAAP. It isclarifies ~~suggested~~the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that ~~these~~Subtopic ~~condensed~~and ~~financial~~asset ~~statements~~derecognition beand ~~read~~gain or loss recognition guidance that may exist in ~~conjunction~~other ~~with~~US GAAP. An entity will be required to follow the ~~financial~~amended ~~statements~~guidance ~~and~~beginning ~~notes~~in ~~thereto~~the period that it first adopts FAS 160 (now included in ~~the~~Subtopic ~~Company’s~~810-10). ~~October 31~~For those entities that have already adopted FAS 160, ~~2008~~the ~~financial~~amendments ~~statements.~~are ~~The~~effective ~~results~~at ofthe ~~operations~~beginning ~~for~~of the ~~periods~~first ~~ended~~interim ~~July 31~~or annual reporting period ending on or after December 15, 2009. ~~and~~The ~~2008~~amendments ~~are~~should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not ~~necessarily~~expect ~~indicative~~the provisions of ASU 2010-02 to have a material effect on the ~~operating~~financial position, results ~~for~~of ~~the~~operations ~~full~~or ~~years~~cash flows of the Company.

~~NOTE~~In 2January –2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~GOING~~In ~~CONCERN~~December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~The~~In ~~Company’s~~December ~~financial~~2009, ~~statements~~the ~~are~~FASB ~~prepared~~issued ~~using~~Accounting ~~generally~~Standards ~~accepted~~Update ~~accounting~~2009-16, ~~principles~~Transfers inand ~~the~~Servicing ~~United~~(Topic ~~States~~860): ofAccounting ~~America~~for ~~applicable~~Transfers toof aFinancial ~~going~~Assets. ~~concern~~This ~~which~~Accounting ~~contemplates~~Standards ~~the~~Update ~~realization~~amends ofthe ~~assets~~FASB ~~and~~Accounting ~~liquidation~~Standards ofCodification ~~liabilities~~for inStatement ~~the normal course of business~~166. The Company ~~has~~does not ~~yet~~expect ~~established~~the anprovisions ~~ongoing source~~ of ~~revenues~~ASU ~~sufficient~~2009-16 to ~~cover~~have ~~its operating costs and allow it to continue as~~ a ~~going~~material ~~concern.~~effect ~~The ability of the Company to continue as a going concern is dependent~~ on the ~~Company~~financial ~~obtaining~~position, ~~adequate~~results ~~capital~~of tooperations ~~fund~~or ~~operating~~cash ~~losses~~flows ~~until~~of ~~it becomes profitable. If~~ the Company ~~is unable to obtain adequate capital, it could be forced to cease operations~~.

In ~~order~~October ~~to continue as a going concern~~2009, the ~~Company~~FASB ~~will~~issued ~~need,~~Accounting ~~among~~Standards ~~other~~Update ~~things~~2009-15, ~~additional~~Accounting ~~capital~~for ~~resources.~~Own-Share ~~Management’s~~Lending ~~plan~~Arrangements isin toContemplation ~~obtain~~of ~~such~~Convertible ~~resources~~Debt ~~for~~Issuance ~~the~~or ~~Company~~Other byFinancing. ~~obtaining~~This ~~capital~~Accounting ~~from~~Standards ~~management~~Update ~~and~~amends ~~significant~~the ~~shareholders~~FASB ~~sufficient~~Accounting toStandard ~~meet~~Codification ~~its~~for ~~minimal~~EITF ~~operating~~09-1. ~~expenses~~The ~~and~~Company ~~seeking~~does ~~equity~~not ~~and/or~~expect ~~debt~~the ~~financing.~~provisions ~~However~~of ~~management~~ASU ~~cannot~~2009-15 ~~provide~~to ~~any~~have ~~assurances~~a ~~that~~material effect on the ~~Company~~financial ~~will~~position, beresults ~~successful~~of inoperations ~~accomplishing~~or ~~any~~cash flows of ~~its~~the ~~plans~~Company.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.7

NOTE 4 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~SIGNIFICANT~~Recent ~~ACCOUNTING~~Accounting ~~POLICIES~~Pronouncements

~~Use~~In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ~~Estimates~~ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~The~~In ~~preparation~~October of2009, ~~financial~~the ~~statements~~FASB inissued ~~conformity~~Accounting ~~with~~Standards ~~generally~~Update ~~accepted~~2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting ~~principles~~for ~~requires~~multiple-deliverable ~~management~~arrangements to ~~make~~enable ~~estimates~~vendors to account for products or services (deliverables) separately rather than a combined unit and ~~assumptions~~will be separated in more circumstances that ~~affect~~under ~~the~~existing ~~reported~~US ~~amounts~~GAAP. ofThis ~~assets~~amendment ~~and~~has ~~liabilities~~eliminated ~~and~~that ~~disclosure~~residual method of ~~contingent~~allocation. ~~assets~~Effective ~~and~~prospectively ~~liabilities~~for atrevenue ~~the~~arrangements ~~date~~entered ofinto ~~the~~or ~~financial~~materially ~~statements~~modified ~~and~~in ~~the~~fiscal ~~reported~~years ~~amounts~~beginning ofon ~~revenues~~or ~~and~~after ~~expenses~~June ~~during~~15, ~~the~~2010. ~~reporting~~Early ~~period~~adoption is permitted. ~~Actual~~The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results ~~could~~of ~~differ~~operations ~~from~~or ~~those~~cash ~~estimates~~flows of the Company.

~~Recent~~In September 2009, the FASB issued Accounting ~~Pronouncements~~Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In ~~May~~ July 2009, the FASB ~~issued~~ratified ~~FAS~~the ~~165,~~consensus ~~“Subsequent~~reached ~~Events”~~by EITF (Emerging Issues Task Force) issued EITF No. ~~This~~09-1, ~~pronouncement~~(ASC ~~establishes~~Topic ~~standards~~470) "Accounting for ~~accounting~~Own-Share ~~for~~Lending ~~and~~Arrangements ~~disclosing~~in ~~subsequent~~Contemplation ~~events~~of Convertible Debt Issuance" (~~events~~"EITF ~~which~~09-1"). ~~occur~~The ~~after~~provisions of EITF 09-1, clarifies the ~~balance~~accounting ~~sheet~~treatment ~~date~~and ~~but~~disclosure ~~before~~of ~~financial~~share-lending ~~statements~~arrangements that are ~~issued~~classified oras ~~are~~equity ~~available~~in tothe befinancial ~~issued)~~statements of the share lender. ~~FAS~~An ~~165~~example ~~requires~~of a share-lending arrangement is an agreement between the Company (share lender) and ~~entity~~an investment bank (share borrower) which allows the investment bank to ~~disclose~~use the ~~date~~loaned ~~subsequent~~shares ~~events~~to ~~were~~enter ~~evaluated~~into ~~and~~equity ~~whether~~derivative ~~that~~contracts ~~evaluation~~with ~~took~~investors. ~~place~~EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the ~~date~~beginning ~~financial~~of ~~statements~~fiscal ~~were~~years ~~issued~~beginning on or ~~were~~after ~~available~~December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to beDecember ~~issued.~~15, It2009, isbut ~~effective~~for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for ~~interim~~share-lending ~~and~~arrangements ~~annual~~entered ~~periods~~into ~~ending~~on or after the beginning of the first reporting period that begins on or after June 15, 2009. The ~~adoption~~Company ofdoes ~~FAS~~not ~~165~~expect ~~did~~the ~~not~~provisions of EITF 09-1 to have a material ~~impact~~effect on the ~~Company’s~~ financial ~~condition~~position, results of operations or ~~results~~cash flows of ~~operation~~the Company.

~~GWS~~NOTE 5 ~~TECHNOLOGIES,~~– ~~INC.~~COMMON STOCK

~~Condensed~~a) ~~Notes~~During tothe first quarter, the ~~Financial~~Company ~~Statements~~issued —2,077,500 ~~(continued)~~shares of common stock for services for an average price of $0.51 per share.

~~July~~b) 31During the first quarter, ~~2009~~the Company issued 88,600 shares of common stock for cash for an average price of $0.36 per share. A portion of these proceeds have not been collected and ~~October~~have been recorded as a stock subscription receivable of $22,522 as of January 31, ~~2008~~2010.

~~NOTE~~c) 3During –the first quarter, the Company issued 400,000 shares of common stock for debt for $0.10 per share.

~~SIGNIFICANT~~NOTE 6 ~~ACCOUNTING~~– ~~POLICIES~~DISCONTINUED ~~(CONTINUED)~~OPERATIONS

In ~~June 2009,~~accordance ~~the~~with ~~FASB~~ASC ~~issued FAS 166~~205-20, ~~“Accounting~~the ~~for~~Company ~~Transfers~~has ofclassified ~~Financial~~all ~~Assets”~~results anfrom ~~amendment~~operations of ~~FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in~~ its ~~financial~~former ~~statements~~business ~~about a transfer~~ of ~~financial~~providing ~~assets:~~supplies ~~the effects of a transfer on its financial position, financial performance ,~~ and ~~cash~~materials ~~flows:~~to ~~and~~providers ~~a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as~~ of ~~the~~emergency ~~beginning~~response ofservices ~~each~~into ~~reporting~~discontinued ~~entity’s~~operations ~~first~~line ~~annual~~items ~~reporting~~within ~~period that begins after November 15, 2009. The Company does not expect~~ the ~~adoption of FAS 166 to have an impact on the~~ Company’s ~~results~~statements of operations, ~~financial~~and ~~condition~~statements orof cash ~~flows~~flow.

InNet ~~June 2009,~~loss ~~the~~from ~~FASB~~discontinued ~~issued~~operations ~~FAS~~for ~~167, “Amendments to FASB Interpretation No. 46(R) ”. FAS 167 is intended to (1) address~~ the ~~effects~~three onmonths ~~certain~~ended ~~provisions~~January ~~of FASB Interpretation No. 46 (revised December 2003)~~31, ~~Consolidation~~2009 ~~of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166,~~ and ~~(2)~~2008 ~~constituent~~consisted ~~concerns about the application~~ of ~~certain key provisions of Interpretation 46(R), including those in which~~ the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.following:

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

	2009		2008
Revenue	$	-	$	31,476
Cost of Goods Sold		-		3,129
Operating Expenses		-		60,270
Net Loss from Discontinued Operations	$	-	$	(31,923	)

~~Reverse~~NOTE 7 ~~Stock~~– ~~Split~~SUBSEQUENT EVENTS

~~Effective November 1, 2008, the Company’s common stock was reverse split on a 1 share for 20 shares basis.~~ The Company’s ~~financial~~issued ~~statements have been restated to reflect~~ the ~~reverse~~following ~~stock~~shares ~~split~~of onits acommon ~~retroactive basis. Pursuant to this reverse~~ stock ~~split,~~for anservices ~~additional~~and ~~75,007 fractional shares were issued.~~ cash:

~~NOTE~~o 4February –2, 2010 - 2,500 shares to consultant for sales and marketing services.

~~COMMON~~o ~~STOCK~~February 2, 2010 - 30,000 shares to consultant for services.

a)o February 2, 2010 - 38,000 shares issued for cash totaling $6,552.

~~During~~o ~~the~~February ~~first quarter~~24, ~~the~~2010 ~~Company~~- ~~issued 2~~50,~~970,~~000 shares ofissued ~~common~~to ~~stock~~a ~~for~~consultant ~~services~~ for ~~$0.58~~marketing ~~per share~~services.

b)o February 24, 2010 - 50,000 shares issued to a consultant for marketing services.

~~During~~o ~~the~~March ~~second quarter~~3, ~~the~~2010 ~~Company~~- ~~issued 545~~50,000 shares ofissued ~~common stock~~ for ~~services~~cash ~~for~~totaling $09,100.~~30 per share.~~

c)o March 3, 2010 - 50,000 shares issued to a consultant for marketing services.

~~During~~o ~~the~~March ~~second quarter~~10, ~~the~~2010 ~~Company~~- ~~issued~~ 50,000 shares ofissued ~~common~~to ~~stock~~a ~~for~~consultant ~~debt~~ for ~~$0.30~~marketing ~~per share~~services.

d)o March 11, 2010 - 500,000 shares issued a consultant for investor relations services.

~~During~~The ~~the~~Company ~~third~~has ~~quarter~~evaluated subsequent events through March 19, 2010, the ~~Company~~date ~~issued~~the 2financial statements were issued,~~410,000~~ ~~shares~~and ofhas ~~common~~concluded ~~stock~~that ~~for~~there ~~services~~are ~~for~~no anrecognized ~~average~~or ofnon-recognized ~~$1.07~~subsequent ~~per~~events ~~share~~other than those noted above that have occurred since the quarter ended January 31, 2010.

~~GWS~~Item 2. Management’s ~~TECHNOLOGIES,~~Discussion ~~INC.~~and Analysis of Financial Condition and Results of Operations

~~Condensed~~For ~~Notes~~a todescription of our significant accounting policies and an understanding of the significant factors that influenced our performance during the period ended January 31, 2010, this “Management’s Discussion and Analysis” should be read in conjunction with the Financial Statements, —including ~~(continued)~~the related notes, appearing in Item 1 of this Quarterly Report. The preparation of this Quarterly Report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results reported in the future will not differ from those estimates or that revisions of these estimates may not become necessary in the future.

~~July~~Forward ~~31,~~Looking ~~2009 and October 31, 2008~~Statements

~~NOTE~~This 5portion –of this Quarterly Report on Form 10-Q includes statements that constitute "forward-looking statements." These forward-looking statements are often characterized by the terms "may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements contained in this portion of the Quarterly Report include, but are not limited to the Company's expectation that it will begin generating significant revenues from the sale of its products rather than from equity or debt financings. Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include, but are not limited to the risks and uncertainties set forth below in the section titled "Risk Factors," as well as other factors that we are currently unable to identify or quantify, but may exist in the future.

~~WARRANTS~~The ~~AND~~foregoing ~~OPTIONS~~factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

~~The~~Management’s ~~Company~~Discussion ~~has determined the estimated value of the options granted by the Company using the Black-Scholes pricing model~~ and ~~the~~Analysis ~~following assumptions: expected term~~ of 3Financial ~~years,~~Condition ~~a risk free interest rate of 3.94% in 2009, a dividend yield of 0%,~~ and ~~volatility~~Results of ~~200% in 2009. The amount of the expense charged to option expense for options granted was $211,286 and $-0- during the periods ended June 31, 2009 and October 31, 2008.~~ Operations

~~NOTE~~We 6provide –wind turbines and other wind and solar products, primarily to retail and commercial customers. During the past several quarters we have focused on the following two main areas to expand our business: (1) joint venturing with landowners to build solar farms; and (2) retrofitting commercial buildings with alternative energy equipment, concentrating on solar power installations in Arizona.

~~SUBSEQUENT~~Solar ~~EVENTS~~Farms

OnWe ~~July 31,~~anticipate ~~2009,~~significant ~~the~~growth ~~Company~~from ~~adopted~~construction ~~SFAS~~of ~~165,~~solar farms which ~~requires~~generate anelectricity ~~entity to evaluate subsequent events through the date~~ that ~~the~~can ~~financial~~be ~~statements~~sold ~~are issued or are available~~ to beend-users ~~issued~~ and ~~disclose~~utility incompanies ~~the~~and ~~notes~~which ~~the~~will ~~date~~allow ~~through~~us ~~which~~to ~~the~~participate ~~entity~~in ~~has~~long-term ~~evaluated~~power ~~subsequent~~purchase ~~events~~agreement ~~and~~revenues ~~whether~~(typically ~~the~~20-25 ~~financial~~year ~~statements~~contracts). Our ~~were~~business ~~issued~~model oris ~~were available~~ to beassist ~~issued on~~ the ~~disclosed~~landowner ~~date.~~in ~~SFAS~~the ~~165~~design, ~~defines~~planning/zoning, ~~two~~and ~~types~~construction/installation of ~~subsequent~~solar ~~events~~arrays ason ~~follows:~~suitable ~~the~~properties ~~first~~throughout ~~type consists of events or transactions that provide additional evidence about conditions that existed at~~ the ~~date~~Southwest, ofwith the ~~balance~~initial ~~sheet~~emphasis ~~(that~~on ~~is,~~projects ~~recognized~~in ~~subsequent~~Arizona ~~events)~~ and ~~the~~Texas; ~~second~~we ~~type~~are ~~consists~~also ofgoing ~~events~~to orsupply ~~transactions~~the ~~that~~materials ~~provide~~(such ~~additional~~as ~~evidence~~photovoltaic ~~about~~panels, ~~conditions~~inverters, ~~that~~racks, ~~did~~and ~~not~~tracking ~~exist~~motors, atas ~~the~~necessary) ~~date~~for ofthese ~~the~~projects ~~balance~~and ~~sheet~~thereby ~~but~~leverage ~~arose~~our ~~after~~existing ~~that~~alternative ~~date~~energy ~~(that~~product ~~is,~~distribution ~~non-recognized subsequent events)~~relationships.

The Company has evaluated subsequent events through September 18, 2009, the date the financial statements were issued, and has concluded that no recognized or non-recognized subsequent events have occurred since the quarter ended July 31, 2009.10

7In March 2009, Arizona Public Service (APS) issued a Request for Proposal (RFP) for renewable energy from small generation resources. GWS Technologies, Inc., in conjunction with Dominion Real Estate Investments LLC responded to the RFP in June of 2009. After a vetting process, GWS was notified that it was on the short list of bidders, and subsequently Dominion and GWS entered into a Power Purchase Agreement, or PPA, from APS in February 2010.

~~Item~~The 2proposed project will consist of a 7.4MW (DC) solar farm in Buckeye, Arizona. The project will utilize mono-crystalline solar panel technology on just over 35 acres of land and is estimated to produce 13,000MWh of electricity per year. The project is estimated to take 7 months to complete. GWS and Dominion are currently negotiating for financing on the project; however, there is presently no assurance that financing on commercially reasonable terms will be available in a timely manner, and without timely financing there is no guarantee that this project will be completed on schedule, or at all.

~~Management’s~~With ~~Discussion~~new government incentives and ~~Analysis~~enhanced oftax ~~Financial~~credits ~~Condition~~for homes and ~~Results~~businesses through the American Recovery and Reinvestment Act, Arizona is now poised to expand its solar power production dramatically. 28 states, including Arizona, have a Renewable Energy Standard which requires regulated utilities to buy a growing percentage of ~~Operations~~their electricity from renewable energy projects like solar farms and commercial retrofits.

~~For~~As areferenced ~~description~~above, ofwe ~~our~~have ~~significant~~partnered ~~accounting~~with ~~policies~~Dominion ~~and~~Real anEstate ~~understanding of the significant factors that influenced our performance during the period ended July 31~~Partners, ~~2009,~~Inc. ~~this~~(DREP) ~~“Management’s~~to ~~Discussion~~provide solutions and ~~Analysis”~~technology ~~should~~integration beon ~~read~~alternative inenergy ~~conjunction~~projects ~~with the Financial Statements, including the related notes, appearing~~ in ~~Item~~Texas 1and ~~of this Quarterly Report~~Arizona. ~~The~~DREP ~~preparation~~is ofa ~~this~~real ~~Quarterly~~estate ~~Report on Form 10-Q requires us to make estimates~~ and ~~assumptions~~development ~~that~~holding ~~affect~~company; the ~~reported~~principals ~~amount~~ of ~~assets~~the ~~and~~company ~~liabilities,~~also ~~disclosure~~are ofthe ~~contingent~~Managing ~~assets~~Partners and ~~liabilities~~founders atof ~~the~~Dominion ~~date~~Real ofEstate ~~our~~Partners ~~financial statements~~LLS, ~~and~~a ~~the~~full ~~reported~~service ~~amounts~~residential ~~of revenue~~ and ~~expenses~~commercial ~~during~~real ~~the~~estate ~~reporting~~company ~~period.~~with ~~There~~over ~~can~~160 beassociates noin ~~assurance~~15 ~~that~~offices ~~actual results reported~~ in ~~the~~Arizona, ~~future~~Texas, ~~will~~and ~~not differ from those estimates or that revisions of these estimates may not become necessary in the future~~California.

~~Forward~~DREP ~~Looking~~is ~~Statements~~currently planning a 118 acre solar farm in Lubbock, Texas which could provide power to a planned housing development and federal facilities continuous to Lubbock Airport. The initial project was designed in conjunction with Texas Tech University. The estimated cost of the entire project is approximately $250 million.

~~This~~We ~~portion of this Quarterly Report on Form 10-Q includes statements that constitute "forward-looking statements." These forward-looking statements~~ are ~~often~~also ~~characterized~~submitting byproposals ~~the~~to ~~terms~~utilities ~~"may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements contained~~ in ~~this~~Arizona ~~portion~~which ~~of the Quarterly Report include, but~~ are ~~not~~actively ~~limited~~seeking torenewable ~~the~~energy ~~Company's expectation that it will begin generating significant revenues~~ from ~~the~~small ~~sale~~generation ~~of its products rather than from equity or debt financings~~resources. ~~Forward-looking~~Many ~~statements~~of ~~involve~~these ~~risks,~~proposals ~~uncertainties~~are ~~and~~subject ~~other factors, which may cause our actual results, performance or achievements~~ to ~~be materially different from those expressed or implied by such forward~~non-~~looking~~disclosure ~~statements~~agreements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include, but are not limited to the risks and uncertainties set forth below in the section titled "Risk Factors," as well as other factors that we are currently unable to identify or quantify, but may exist in the future.

~~The~~Commercial ~~foregoing~~Retrofitting ~~factors~~for ~~may~~Solar affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.Power

~~Management’s~~We ~~Discussion~~have also partnered with building owners and ~~Analysis~~managers to retrofit their commercial buildings with solar power. There are significant incentives from state and federal government and from utility companies for building owners to “go green”. There is also the threat of ~~Financial~~a ~~Condition~~“cap and ~~Results~~trade” system to limit carbon production by businesses, which will force business owners to produce at least some of ~~Operations~~their own electricity through solar panel or wind turbine installations. We are currently working with the building owners and managers to obtain financing for these retrofits.

WeIn ~~provide~~addition ~~wind~~to ~~turbines~~supplying ~~and~~the ~~other~~solar ~~wind~~panels and ~~solar~~equipment ~~products~~to ~~and~~retrofit ~~alternative~~these ~~energy~~buildings, ~~through~~we ~~direct~~will ~~marketing~~assist ~~and~~the ~~also~~end-user onto anapply ~~ecommerce~~for ~~portion~~certification ofunder ~~our~~Arizona’s ~~website,~~Commercial/Industrial ~~www~~Solar Energy Tax Credit Program.~~greenwindsolar.com.~~ ~~During~~The ~~the~~primary ~~past~~goal ~~several~~of ~~quarters~~this weprogram ~~have~~is ~~focused~~to onstimulate the ~~following~~production ~~two~~and ~~main~~use ~~areas~~of tosolar ~~expand~~energy ~~our~~in ~~business:~~commercial ~~(1)~~and ~~joint~~industrial ~~venturing~~applications ~~with~~by ~~landowners~~subsidizing tothe ~~build~~initial cost of solar ~~farms;~~energy ~~and~~devices. ~~(2)~~Tax ~~retrofitting~~credits ~~commercial~~can ~~buildings~~be ~~with~~used ~~alternative~~to ~~energy~~offset ~~equipment,~~Arizona ~~concentrating~~income ontax ~~solar~~liability; ~~power~~any ~~installations~~unused incredit ~~Arizona~~amounts can be carried forward for a five-year period.

~~Solar~~Despite ~~Farms~~a new emphasis on solar farms and commercial retrofits, we are continuing to operate our alternative/renewable energy product distribution business. These product lines include both industrial and consumer products based on alternative energy technologies, including wind turbines and solar chargers ranging from handheld devices that can power an iPod to large vertical wind turbines that can power a building.

We anticipate significant growth from construction of solar farms which generate electricity that can be sold to end-users and utility companies and which will allow us to participate in long-term power purchase agreement revenues (typically 20-25 year contracts). Our business model is to assist the landowner in the design, planning/zoning, and construction/installation of solar arrays on suitable properties throughout the Southwest, with the initial emphasis on projects in Arizona and Texas; we are also going to supply the materials (such as photovoltaic panels, inverters, racks, and tracking motors, as necessary) for these projects and thereby leverage our existing alternative energy product distribution relationships. 11

~~With~~In ~~new~~the ~~government~~past ~~incentives~~we ~~and~~attempted ~~enhanced~~entry ~~tax~~into ~~credits~~the ~~for~~carbon ~~homes~~offset ~~and~~sector ~~businesses~~of ~~through~~the “green” industry by offering the ~~American~~public ~~Recovery~~the ~~and~~ability ~~Reinvestment~~to ~~Act,~~calculate ~~Arizona~~their isrespective ~~now~~“carbon ~~poised~~footprints” on our website, with the intent to ~~expand~~ultimately ~~its~~offer ~~solar~~and ~~power~~sell ~~production~~carbon ~~dramatically.~~offsets 28to ~~states,~~both ~~including~~consumers ~~Arizona~~and businesses; however, ~~have~~our aentry ~~Renewable~~into ~~Energy~~this ~~Standard~~market ~~which~~sector ~~requires~~has ~~regulated~~been ~~utilities~~delayed, initially due to ~~buy~~our alack ~~growing percentage~~of ability to finance the purchase of ~~their~~such ~~electricity~~carbon ~~from~~credits ~~renewable~~for ~~energy~~inventory ~~projects~~and ~~like~~sale, ~~solar~~and ~~farms~~now because (i) our existing staff is concentrating on the business areas specified above, and ~~commercial~~(ii) ~~retrofits~~the market for these offsets has experienced significant volatility.

WeLiquidity ~~have partnered with Dominion Real Estate Partners, Inc. (DREP) to provide solutions~~ and ~~technology~~capital integration on alternative energy projects in Texas and Arizona. DREP is a real estate and development holding company; the principals of the company also are the Managing Partners and founders of Dominion Real Estate Partners LLS, a full service residential and commercial real estate company with over 160 associates in 15 offices in Arizona, Texas, and California.resources

8Our material cash expenditures have been very limited during the last quarter, primarily expenses relating to general and administrative expenses, including payroll expenses and office rent; and accounting and legal fees relating to our reporting obligations.

~~DREP~~During isthe ~~currently~~last ~~planning~~quarter, our operating expenses have mostly been paid by loans from large shareholders and a ~~118~~director ~~acre~~of ~~solar~~the ~~farm~~Company. inWe ~~Lubbock,~~have ~~Texas~~allocated ~~which~~a ~~could~~significant ~~provide~~portion ~~power~~of our personnel resources to aattempting ~~planned~~to ~~housing~~develop solar farms in Arizona as opposed to further development ~~and~~of ~~federal~~our ~~facilities~~distribution ~~continuous~~business, which has been dramatically affected by our inability to ~~Lubbock~~obtain ~~Airport~~financing for our customers. ~~The~~Moreover, ~~initial~~we ~~project~~have ~~was~~been ~~designed~~required to engage consultants with expertise in ~~conjunction~~electrical engineering and contracting to provide the services necessary to move forward with ~~Texas~~our ~~Tech~~planning, ~~University~~design and bidding activities. ~~The~~This ~~estimated~~has ~~cost~~resulted ofin ~~the~~significant ~~entire~~losses ~~project~~during isthe ~~approximately~~last ~~$250 million~~quarter.

WeAs ~~are~~referenced ~~also~~above, ~~submitting~~the ~~proposals~~domestic, toand ~~utilities~~indeed inglobal, ~~Arizona~~financial ~~which~~crisis ~~are~~has ~~actively~~negatively ~~seeking~~affected ~~renewable~~our ~~energy~~ability ~~from~~to ~~small~~obtain ~~generation~~purchase ~~resources.~~order, ~~Many~~accounts ofreceivable, ~~these~~and ~~proposals~~inventory ~~are~~financing, ~~subject~~which tohas ~~non-disclosure~~slowed ~~agreements~~our distribution activities.

~~Commercial~~We ~~Retrofitting~~need ~~for~~to ~~Solar~~raise ~~Power~~significant capital to continue as a going concern. We also have significant outstanding invoices from suppliers, some of which are overdue (and have gone to collection or resulted in judgments) and which are negatively affecting our credit lines with our suppliers. There can be no assurance that we will raise sufficient funds to continue our business operations.

We ~~have~~had ~~also~~no ~~partnered~~cash ~~with~~at ~~building~~January ~~owners~~31, ~~and~~2010, ~~managers~~nor todid ~~retrofit~~we ~~their~~have ~~commercial~~any ~~buildings~~accounts ~~with~~receivable ~~solar~~or ~~power~~inventory. ~~There~~The ~~are~~ significant ~~incentives~~decrease ~~from~~in ~~state~~our ~~and~~accounts ~~federal~~receivable ~~government~~was ~~and~~caused ~~from~~by ~~utility~~our ~~companies~~inability ~~for building owners~~ to ~~“go~~finance ~~green”.~~our ~~There~~sales iscontracts ~~also~~in ~~the threat of~~ a ~~“cap~~timely ~~and~~manner. We ~~trade”~~currently ~~system~~do tonot ~~limit~~have ~~carbon~~any ~~production~~significant bycash ~~businesses~~resources, ~~which~~and ~~will~~our ~~force~~need ~~business~~for ~~owners~~capital tois ~~produce~~our atmost ~~least~~significant ~~some~~business ofconcern ~~their~~and ~~own electricity through solar panel or wind turbine installations. We are currently working with~~ the ~~building~~single ~~owners~~most ~~and~~significant ~~managers~~factor tolimiting ~~obtain~~our ~~financing for these retrofits~~growth.

InOur ~~addition~~accounts topayable ~~supply the solar panels~~ and ~~equipment~~accrued toexpenses ~~retrofit~~at ~~these~~January ~~buildings~~31, we2010 ~~will~~were ~~assist~~$502,719, ~~the~~as ~~end-user~~compared to ~~apply~~$496,557 ~~for~~at ~~certification~~October ~~under~~31, ~~Arizona’s Commercial/Industrial Solar Energy Tax Credit Program~~2009. ~~The~~Our ~~primary~~total ~~goal~~current ofliabilities ~~this~~at ~~program~~January is31, to2010 ~~stimulate~~were ~~the~~$2,338,242, ~~production~~as ~~and~~compared ~~use of solar energy in commercial and industrial applications by subsidizing the initial cost of solar energy devices. Tax credits can be used~~ to ~~offset~~$2,322,301 ~~Arizona~~at ~~income~~October ~~tax~~31, ~~liability; any unused credit amounts can be carried forward for a five-year period~~2009.

Despite a new emphasis on solar farms and commercial retrofits, we are continuing to operate our alternative/renewable energy product distribution business. These product lines include both industrial and consumer products based on alternative energy technologies, including wind turbines and solar chargers ranging from handheld devices that can power an iPod to large vertical wind turbines that can power a building. 12

InWe ~~the~~held ~~past~~property we attempted entry into the carbon offset sector of the “green” industry by offering the public the ability to calculate their respective “carbon footprints” on our website, with the intent to ultimately offer and ~~sell~~equipment ~~carbon~~at ~~offsets~~January ~~to both consumers and businesses; however~~31, ~~our~~2010 ~~entry~~which ~~into~~was ~~this market sector has been delayed~~valued, ~~initially~~net ~~due to our lack~~ of ~~ability~~depreciation, toat ~~finance the purchase of such carbon credits for inventory and sale~~$11,640, and ~~now~~prepaid ~~because~~expenses ~~(i)~~valued ~~our~~at ~~existing staff is concentrating on the business areas specified above~~$231,903, ~~and (ii) the market~~ for ~~these~~total ~~offsets~~assets ~~has~~of ~~experienced significant volatility~~$243,543.

~~Liquidity~~Results ~~and~~of ~~capital resources~~Operations

~~Our~~We ~~material~~had ~~cash~~no ~~expenditures~~revenues ~~have~~for ~~been~~the ~~expenses~~three ~~relating~~months toended ~~purchasing~~January ~~inventory;~~31, ~~shipping~~2010. ~~and~~We ~~other~~have ~~costs~~classified ~~associated~~all ~~with~~results from operations of our former ~~sales~~business of providing supplies and ~~fulfillment~~materials ~~activities;~~to ~~general~~providers ~~and~~of ~~administrative~~emergency ~~expenses,~~response ~~including~~services ~~payroll~~into ~~expenses~~discontinued ~~and~~operations ~~office~~line ~~rent;~~items within the Company’s statements of operations and ~~accounting~~statements of cash flow, and ~~legal~~we ~~fees~~have ~~relating~~shifted our business focus from distributing products manufactured by other parties to ~~our~~joint ~~reporting~~venturing ~~obligations~~on proposed solar and wind farms.

~~Our~~We ~~operating~~have ~~expenses~~incurred ~~had~~losses ~~increased~~since ~~significantly during the last quarters of 2007 as we increased~~ our ~~office~~inception. ~~facilities,~~Our ~~hired~~net ~~new~~loss ~~employees~~was ~~and consultants~~$1, ~~increased our ecommerce sales~~302,078 ~~and~~for ~~increased~~the ~~our~~three-month ~~competitive~~period ~~bidding~~ended ~~activities;~~January ~~in 2008~~31, ~~due to a lack of operating capital and our inability to acquire purchase order and accounts receivables financing~~2010, as ~~well~~compared asto ~~equity financing~~$1,881,080 wefor ~~had~~the asame ~~series~~period offor ~~layoffs,~~the ~~dramatically~~prior ~~decreasing our workforce~~year. A ~~Beginning in early 2009, due to government incentives and a new emphasis on alternative energy production, we are now planning a~~ significant ~~expansion~~portion of ~~our operations. We are seeking equity capital for this expansion. In~~ the ~~interim,~~operating weexpenses ~~have~~in ~~again~~both ~~increased~~periods ~~our~~were ~~workforce~~due ~~and engaged consultants and professionals (such as electrical engineers and photovoltaic installers)~~ to ~~provide~~consulting ~~the~~fees, ~~services necessary to move forward~~ with ~~our~~shares ~~planning,~~of ~~design~~common ~~and~~stock ~~bidding~~issued ~~activities~~for services.

~~The~~Market ~~domestic,~~Analysis ~~and indeed global, financial crisis has negatively affected our ability to obtain purchase order, accounts receivable, and inventory financing, which has slowed our distribution activities.~~ Summary

WeIn ~~need~~the first days of his administration, President Obama announced that he would seek to raise ~~significant~~the ~~capital~~amount of electricity generated from renewable energy to ~~continue~~10% asof atotal ~~going~~U.S. ~~concern~~capacity by 2012 (currently this figure is about 3%). As Wethis ~~also~~goal ~~have~~requires significant ~~outstanding~~capital, ~~invoices~~the ~~from~~administration ~~suppliers,~~has ~~some~~included of$100 ~~which~~billion ~~are~~in ~~overdue~~the ~~and~~current ~~which~~stimulus ~~are~~package ~~negatively~~that ~~affecting~~is ~~our~~directly ~~credit~~related ~~lines~~to ~~with~~financing ~~our~~clean ~~suppliers~~energy projects. ~~There~~This ~~can~~Clean beEnergy noFinancing ~~assurance~~Initiative ~~that~~provides weloan ~~will~~guarantees ~~raise~~and ~~sufficient~~other ~~funds~~measures to ~~continue~~encourage ~~our~~the ~~business~~private ~~operations.~~sector to invest billions of dollars in green energy.

~~Cash~~Arizona atis ~~July 31,~~an ~~2009~~Emerging ~~was~~Solar ~~$44~~Producer. Until recently,~~271,~~ asthe ~~compared~~solar ~~with~~industry ~~$13,607~~in atArizona ~~the~~has ~~end~~been stagnant. Arizona is approximately sixth among all 50 states in terms of solar installations per capita but has the ~~corresponding~~highest ~~period~~solar exposure in ~~2008.~~the ~~Our~~continental ~~accounts~~United ~~receivable~~States at(in ~~July 31~~contrast, ~~2009~~because ~~were~~of ~~$968~~state tax incentives and rebates for commercial and residential solar installation, ~~with~~New ~~inventory~~Jersey ranks second after California in terms of ~~$119~~solar capacity,~~258,~~ asbut ~~compared~~its ~~with~~solar ~~accounts~~exposure ~~receivable~~levels are among the bottom tier of ~~$94~~US states). Until recently,~~458~~ Arizona has lacked any significant solar cell manufacturing and ~~inventory~~research and development. In the sunniest state in the country nearly 40% of ~~$93,666~~the atstate’s ~~July 31,~~energy ~~2008~~is derived from coal. The ~~significant~~solar ~~decrease~~industry in ~~our~~Arizona ~~accounts~~primarily ~~receivable~~consists ~~was~~of solar installers for homes and businesses, which are distributors of predominantly foreign photovoltaic (PV) or solar panels. With new government incentives and enhanced tax credits for homes and businesses adding solar components mandated by the U.S. Economic Recovery Act, Arizona is now poised to expand its solar power production dramatically.

9Generous state and federal subsidies, plus billions in economic-stimulus money earmarked for solar power, create an additional incentive to tie up land. According to the National Renewable Energy Laboratory, Arizona has some of the richest solar land in the country, and the state has become a focal point for new solar farm development. Much of the prime land for solar use is along the Interstate 10 corridor between Buckeye and the California state line. Other hot spots can be found around Kingman and west of Wickenburg.

~~caused~~More bythan ~~our~~40 ~~inability~~solar toprojects ~~finance~~have ~~our~~currently ~~sales~~been ~~contracts~~proposed infor ~~a timely manner~~Arizona. WeIf ~~currently~~built, dothey ~~not~~would ~~have~~tie ~~any~~up ~~significant~~more ~~cash~~than ~~resources~~725,000 acres and ~~our~~generate ~~need~~enough ~~for~~electricity ~~capital~~to ispower ~~our~~25 ~~most~~million ~~significant~~homes, ~~business~~far ~~concern~~more than Arizona needs. California has 60 applications that total 575,000 acres and ~~the~~Nevada ~~single~~39 ~~most~~active ~~significant~~applications ~~factor~~for ~~limiting~~about ~~our~~300,000 ~~growth~~acres.

Our accounts payable and accrued expenses at July 31, 2009 were $378,158, as compared to $394,553 at July 31, 2008. Our total current liabilities at July 31, 2009 were $2,054,897, as compared to $1,430,491 at July 31, 2008. 13

WeEffects ~~held~~of ~~property~~Regulation ~~and~~on ~~equipment~~Global atSolar ~~July~~Industry. ~~31,~~Germany’s ~~2009~~Renewable ~~which~~Energy ~~was~~Sources ~~valued,~~Act ~~net~~required ofGerman ~~depreciation~~power companies to buy all the alternative energy produced by photovoltaic systems, at ~~$25~~a fixed above-market price,~~396~~ for 20 years. This mechanism, known as ~~compared~~a ~~with~~feed-in ~~property~~tariff, ~~and~~has ~~equipment~~given ~~with~~German entrepreneurs a ~~net~~powerful ~~valuation~~incentive ofto ~~$34,977~~install atsolar ~~July 31~~panels. With a locked-in customer base for their electricity, ~~2008~~they can earn a reliable return on their investment. ~~Our~~It ~~total~~has ~~assets~~incentivized atGerman ~~July 31,~~homeowners ~~2009~~and ~~were~~small ~~$189~~businesses to install solar panels on their roofs and farmers to build small solar farms in their unused fields. Spain,~~893~~ France, asItaly ~~compared~~and ~~with~~Greece ~~total~~have ~~assets~~copied ofGermany’s ~~$236~~solar incentives,~~708~~ atand ~~July 31,~~states ~~2008~~like New Jersey and California in the United States have used modified forms of these incentives to jump-start solar power installations.

~~Results~~However, the German government has decided to cut incentives for solar power by 16 percent beginning July 1, 2010. The cuts in the feed-in tariff will apply for rooftop photovoltaic systems as well as those built on conversion sites such as dumps and former army bases. Converted farmland fields will no longer be eligible for any incentives at all from July 1. This measure has created a surge in short-term demand for solar panels, and a resulting price spike. We do not believe that this will create a long-term shortage of ~~Operations~~solar panels or that it will significantly effect our business operations.

~~Revenues~~Domestic ~~for~~Wind ~~the~~Turbine ~~three~~Market ~~months ended July~~Trends. ~~31,~~A ~~2009~~recent ~~were~~report ~~$968,~~published asby ~~compared~~veteran ~~with~~research ~~revenues~~market offirm ~~$138,432~~BCC ~~for~~Research ~~the~~and ~~three~~titled ~~months~~Wind ~~ended~~Turbines: ~~July 31, 2008.~~ The ~~significant~~US ~~decrease~~Market inforecasts ~~revenues~~that ~~was due to our inability to finance many of our purchase orders, coupled with~~ the ~~shift~~domestic inUnited ~~business~~States’ ~~focus~~market ~~from~~size ~~distributing~~for ~~products~~wind ~~manufactured~~turbine bycomponents ~~other~~and ~~parties~~systems towill ~~joint~~reach ~~venturing~~$60.9 onbillion ~~proposed~~US ~~solar~~in ~~and wind farms~~2013. ~~Our~~The cost ofper ~~goods~~kWh ~~sold~~of ~~for~~energy ~~the~~produced ~~three~~by ~~months~~wind ~~ended~~turbines ~~July 31,~~is ~~2009~~expected ~~were~~to ~~$361,~~be ~~for~~one ~~a gross profit~~ of ~~$607,~~the ascheapest ~~compared~~sources ~~with cost~~ of ~~goods~~renewable ~~sold~~energy. ~~for~~As ~~the~~costs ~~corresponding~~increase ~~period~~for infossil ~~2008~~fuel atenergy ~~$72~~sources,~~277,~~ ~~for~~wind aenergy ~~gross~~will ~~profit~~not ofneed ~~$66,155,~~government ~~during~~subsidies ~~the~~to ~~three~~be ~~months ended July 31, 2008~~competitive.

~~We have incurred losses since our inception. Our net loss was $2,781,008 for the three-month period ended July 31, 2009, as compared to $365,964 for the same period for the prior year.~~ The ~~significant~~top ~~increase~~five instates ~~losses was due to an increase~~ in ~~consulting~~terms ~~fees, specifically the issuance~~ of ~~2,410,000~~capacity ~~shares~~installed ofare ~~common stock for services.~~ now:

~~Market~~· ~~Analysis~~Texas, ~~Summary~~with 7,116 MW

In· ~~the first days of his administration~~Iowa, ~~President~~with Obama announced that he would seek to raise the amount of electricity generated from renewable energy to 10% of total U.S. capacity by 2012 (currently this figure is about 3%). As this goal requires significant capital2,790 the administration has included $100 billion in the current stimulus package that is directly related to financing clean energy projects. This Clean Energy Financing Initiative provides loan guarantees and other measures to encourage the private sector to invest billions of dollars in green energy. According to National Public Radio, an even more comprehensive clean-energy financing package may become available in the Obama-Biden Energy Bill or Climate Bill, both rumored to be drafted later in the year.MW

~~Arizona~~· is an Emerging Solar Producer. Until recently, the solar industry in Arizona has been stagnant. Arizona is approximately sixth among all 50 states in terms of solar installations per capita but has the highest solar exposure in the continental United States (in contrast, because of state tax incentives and rebates for commercial and residential solar installation, New Jersey ranks second after California ~~in terms of solar capacity~~, ~~but~~with ~~its solar exposure levels are among the bottom tier of US states). Until recently~~2,517 Arizona has lacked any significant solar cell manufacturing and research and development. In the sunniest state in the country nearly 40% of the state’s energy is derived from coal. The solar industry in Arizona primarily consists of solar installers for homes and businesses, which are distributors of predominantly foreign photovoltaic (PV) or solar panels. With new government incentives and enhanced tax credits for homes and businesses adding solar components mandated by the U.S. Economic Recovery Act, Arizona is now poised to expand its solar power production dramatically.MW

On· ~~June 4~~Minnesota, ~~2009~~with the Arizona Republic reported that “a modern-day land rush is under way in the deserts of Arizona and the Southwest as public utilities and speculators vie for vast tracts of public and private land on which to build massive solar-power plants.” The article went on to state that the “boom” is creating a market and boosting the price for outlying-subdivision land that had become seemingly unsalable after the housing market went bust. The land rush is being driven by rules in Arizona1,752 ~~California and other states that require utilities to generate more power from renewable resources: 15 percent in Arizona by 2025 and 33 percent in California by 2020.~~ MW

~~Generous~~· ~~state and federal subsidies~~Washington, ~~plus billions~~with ~~in economic-stimulus money earmarked for solar power~~1,375 create an additional incentive to tie up land. According to the National Renewable Energy Laboratory, Arizona has some of the richest solar land in the country, and the state has become a focal point for new solar farm development. Much of the prime land for solar use is along the Interstate 10 corridor between Buckeye and the California state line. Other hot spots can be found around Kingman and west of Wickenburg.MW

1014

~~More~~Domestic ~~than~~Solar 40Installation ~~solar~~Trends. A ~~projects~~report ~~have~~issued ~~currently~~by ~~been~~the ~~proposed~~California ~~for~~Public ~~Arizona.~~Utilities IfCommission ~~built,~~stated ~~they~~that ~~would~~residential ~~tie~~and upcommercial rooftop installations more than ~~725,000~~doubled ~~acres~~in ~~and~~2008 ~~generate~~from ~~enough~~the ~~electricity~~previous year to 158 megawatts of producing power. ~~25 million~~Reinforcing ~~homes~~the perception that state and federal incentives have a major impact on new installations, ~~far~~the ~~more~~report ~~than~~noted ~~Arizona~~that ~~needs.~~there ~~California~~was ~~has~~a 60surge in applications ~~that~~to ~~total~~participate ~~575~~in California’s $3 billion solar rebate program in the fourth quarter of 2008 after Congress lifted the $2,000 ~~acres~~cap on the federal tax credit on solar arrays in October 2008 (allowing homeowners and ~~Nevada~~businesses 39to ~~active~~take ~~applications~~a ~~for~~30% ~~about~~tax ~~300~~credit on systems installed after Dec. 31st),~~000~~ ~~acres~~which, coupled with an additional California state rebate, cut the real cost of a solar system in California in half. The report concluded that, in addition to environmental benefits such as cutting greenhouse gas emissions and other pollutants, it appears that solar energy is benefiting California by serving as an economic bright spot in the economy.

~~Solar~~California ~~manufacturing~~regulators ~~companies~~caution ~~are~~that ~~expecting~~many ahomeowners ~~combination of slowing demand~~ and ~~increasingly~~business ~~available~~owners ~~supplies~~may ofleave ~~both~~the ~~finished~~program ~~product~~ and ~~underlying~~cancel ~~manufacturing~~their ~~capacity,~~applications ~~leading~~if ~~most~~the ~~analysts~~economy tocontinues ~~predict solar panel prices~~ to ~~fall~~deteriorate ~~10%~~rapidly tothis ~~20% in 2009~~year. ~~Additionally,~~The ~~prices~~current ~~for~~dropout ~~poly-silicon,~~rate ais ~~key solar panel component~~15%, ~~could~~according ~~fall~~to asthe ~~supplies of this component improve~~report. ~~Some~~Municipal ~~industry~~programs ~~analysts~~also ~~claim~~are ~~that~~expected ~~for~~to ahave ~~solar~~an ~~panel~~effect ~~company~~on tonew bealternative ~~successful~~energy ~~over~~installations. ~~the long term~~Berkeley, ~~their~~California ~~products~~has ~~have~~launched toa beprogram ~~able~~that topays ~~create~~for ~~electricity~~residential inand ~~the~~business ~~range~~solar ofarrays 8and tolets 12owners ~~cents~~pay ~~per~~the ~~kilowatt~~cost ~~hour,~~back ~~without~~over ~~subsidies.~~twenty ~~This~~years ~~has~~through ~~created~~an aannual ~~condition~~assessment inon ~~which~~their ~~landowners~~property ~~can cost-effectively build solar farms~~taxes.

~~Recent~~Effect ~~Court~~of ~~Decision~~existing ~~May Promote~~or ~~Solar~~probable ~~Growth~~governmental inregulations ~~Arizona.~~on Onour ~~September 2,~~business. Our ~~2009,~~business ais ~~Maricopa~~affected ~~County~~by ~~Superior~~a ~~Court~~wide ~~judge~~range ~~ruled~~of ~~that~~municipal, ~~the~~county, ~~Arizona~~state ~~Corporation~~and ~~Commission~~federal ~~(“ACC”)~~regulations ~~has the authority to set renewable energy standards~~ and ~~allow~~may ~~utilities~~be toinfluenced ~~collect~~by ~~tariffs~~the toannouncement ~~meet~~of ~~them.~~proposed ~~The~~regulations ~~ACC~~by ~~instituted~~ the ~~standards~~new inadministration ~~2006~~and ~~requiring~~Congress. ~~all~~A ~~utilities~~major ~~that~~focus ~~it oversees to provide 15 percent~~ of ~~their~~the ~~power~~new ~~from~~administration ~~renewable~~is ~~sources~~energy byindependence ~~2025.~~and Inthe ~~order~~expedited todevelopment doof ~~that~~wind, ~~many~~solar, ofand ~~the~~other ~~utilities~~clean ~~raised funds through special tariffs associated with renewable~~ energy sources.

The ~~ruling~~Environmentally ~~affirmed~~Preferable ~~the~~Purchasing ~~ability~~Program. ofThe ~~the~~Environmental ~~ACC~~Protection toAgency's ~~set~~Environmentally ~~such~~Preferable ~~standards~~Purchasing Program, ~~despite~~or aEPP, ~~lawsuit~~started ~~brought~~in by1993 after the ~~Goldwater~~signing ~~Institute on behalf~~ of ~~several~~Executive ~~Arizona~~Order ~~utility~~12873, ~~clients.~~and ~~The~~continues ~~ruling~~today isunder ~~generally~~Executive ~~seen~~Order as13423. aThe ~~victory~~program ~~for~~was ~~the~~originally ~~ACC~~created ~~and~~with the ~~state’s~~purpose ~~solar~~of ~~industry,~~using as the ~~pending~~federal ~~lawsuit~~government's ~~had~~enormous ~~been~~buying ~~one~~power ofto ~~the~~stimulate ~~roadblocks~~market todemand ~~the~~for ~~location~~green ofproducts ~~manufacturing~~ and ~~research facilities in the state~~services. ~~This~~Environmentally ~~was~~preferable ~~also~~means an"products ~~important~~or ~~ruling~~services ~~because~~that ithave ~~confirms~~a ~~that~~lesser ~~the~~or ~~renewable~~reduced ~~energy~~effect ~~standards~~on ~~come~~human ~~under~~health and the ~~ACC’s~~environment ~~ratemaking~~when ~~authority,~~compared ~~and~~with ~~that~~competing ~~constitutional~~products ~~authority~~or ~~cannot~~services bethat ~~interfered~~serve ~~with by~~ the ~~Legislature~~same purpose.” ~~The~~This ~~ruling~~comparison ~~was~~applies ~~widely~~to ~~seen~~raw asmaterials, amanufacturing, ~~way~~packaging, todistribution, ~~spur~~use, ~~renewable~~reuse, ~~energy~~operation, ~~development~~maintenance, inand ~~Arizona~~disposal.

The ~~Growth~~United ofStates ~~Wind~~federal ~~Turbine~~government ~~Sales.~~is ~~Over~~one ~~the last decade worldwide wind turbine sales have an annual growth rate~~ of ~~approximately 29%. Renewable energy industry sources claim that wind power is~~ the world's ~~fastest~~largest ~~growing~~consumers. ~~source of energy~~Indeed, ~~with~~it ~~expansion~~is ~~over~~ the ~~next~~single ~~two~~largest ~~decades~~consumer ~~predicted~~of atgoods ~~double-digit~~and ~~rates.~~services ~~The~~within ~~two~~the ~~main~~United ~~types~~States, ofwith ~~wind~~total ~~turbines~~spending ~~currently~~estimated ~~dominating~~at ~~the~~$350 ~~market~~billion ~~are~~for ~~the~~goods ~~conventional,~~and ~~propeller-type~~services ~~"horizontal~~each ~~axis"~~year. ~~wind turbines (HAWTs)~~Therefore, ~~and~~ the ~~new~~federal ~~“vertical~~government’s ~~axis”~~purchasing ~~wind~~power ~~turbines~~exerts ~~(VAWTs)~~a ~~that~~tremendous ~~are~~influence ~~touted~~on aswhich ~~being~~products ~~more wildlife friendly~~ and ~~more~~services ~~efficient~~are available in ~~lower~~the ~~wind~~national ~~speeds~~marketplace. AtThe ~~year~~Environmentally ~~end~~Preferable ~~2007,~~Purchasing ~~wind~~Program ~~turbines~~works ~~producing~~to ~~over~~ensure ~~90,000~~that ~~megawatts~~federal ofgovernment's ~~electrical~~buying power ~~had~~is ~~been~~working ~~installed~~to ~~worldwide.~~the ~~This~~greatest ~~was~~extent ~~forecast~~possible to increase byavailability ~~approximately~~of ~~30%~~environmentally inpreferable ~~2008~~products, ~~a forecast~~ which ~~proved~~in ~~conservative~~turn ~~according~~minimizes toenvironmental ~~recent figures~~impacts.

~~The~~Federal ~~American~~agencies ~~Wind~~are ~~Energy~~directed ~~Association~~by ~~(AWEA)~~federal laws, aregulations ~~national~~and ~~trade~~executive ~~association~~orders ~~for~~to ~~the~~make ~~domestic~~purchasing ~~wind~~decisions ~~power~~with ~~industry,~~the ~~recently~~environment ~~announced~~in ~~that the U~~mind.S. ~~wind~~Most ~~energy~~recently, ~~industry~~these ~~had~~requirements ahave ~~record~~included ~~year~~Executive inOrder ~~2008~~13423, bytitled ~~installing~~“Strengthening 8Federal Environmental,~~358~~ ~~megawatts~~Energy ~~(MW)~~and ofTransportation ~~new generating capacity~~Management”, which isorders ~~approximately~~federal ~~enough~~agencies ~~energy~~ to ~~power~~use ~~2 million~~sustainable ~~homes.~~practices ~~The~~when ~~significant~~buying ~~growth~~products inand ~~2008~~services. ~~increased~~For ~~domestic~~the ~~wind~~Federal ~~power~~government ~~generating~~as ~~capacity~~a bywhole, ~~50%~~the ~~and~~President's ~~channeled~~Office anof ~~investment~~Management ofand ~~approximately~~Budget ~~$17 billion~~has ~~into~~issued ~~the~~a ~~economy.~~series ~~However,~~of ~~due~~scorecards to ~~the~~help ~~current~~track ~~economic~~progress ~~downturn,~~of ~~financing~~Federal ~~for~~agencies ~~new~~in ~~project~~implementing ~~and~~this ~~orders~~program. ~~for~~Green ~~wind~~purchasing ~~turbine~~progress ~~components~~is ~~slowed~~measured atin ~~year’s~~the ~~end~~Environmental ~~and~~Stewardship ~~layoffs~~Scorecard. ~~began~~These ~~affecting~~scorecards ~~the~~are ~~wind~~for ~~turbine~~internal ~~manufacturing~~government ~~sector~~use.

The U.S. Dept. of Energy, the American Wind Energy Association and the National Renewable Energy Laboratory have all opined that 20% of the nation's electricity could come from renewable wind energy within the next twenty years. The growth in wind energy is being driven by several factors, including short supplies of fossil fuels like oil and natural gas. While nuclear power is an option that countries such as France have embraced, it is expensive, and disposing of radioactive byproducts is problematic and the source of widespread opposition to new nuclear plants. 15

~~The~~Executive ~~cost~~Order ~~per~~13514. ~~kWh~~On ofOctober ~~energy~~5, ~~produced~~2009 byPresident ~~wind~~Obama ~~turbines~~signed isExecutive ~~expected~~Order to(E.O.) be13514, ~~one~~titled ofFederal ~~the~~Leadership ~~cheapest~~in ~~sources~~Environmental, ofEnergy, ~~renewable~~and ~~energy~~Economic Performance. AsIt ~~costs~~expanded ~~increase~~upon ~~for~~the ~~fossil fuel~~ energy ~~sources,~~reduction ~~wind~~and ~~energy~~environmental ~~will~~performance ~~not~~requirements ~~need~~for ~~government~~federal ~~subsidies to be competitive~~agencies.

~~Green Companies Will Benefit From EPA Ruling, Proposed Climate Bill~~E.O. A13514 ~~major~~sets ~~focus~~numerous ofFederal ~~the new administration is~~ energy ~~independence~~requirements and the expedited development of wind, solar, and other clean energy sources. We believe new legislation will have a significant impact on our industry and our business during the coming year. House Energy and Commerce Committee Chairman Henry Waxman has proposed a climate bill that would require businesses to reduce their greenhouse gas emissions by twenty percent by 2020. The bill began its opening round of debate in ~~Congress~~several ~~during the week of April 21~~areas, 2009. The hearings followed the Environmental Protection Agency’s ruling on April 17, 2009 that greenhouse gases pose a danger to the public, a finding that opens the way for new regulation of cars, power plants and factories. Mr. Waxman also stated that he believes that most of including:

11· Accountability and Transparency

~~the~~· ~~estimated~~Strategic ~~$646 billion~~Sustainability inPerformance revenue raised from carbon permits under the proposed cap-and-trade system should be spent on green technologies. The Company believes that the recent finding by the EPA, and the requirements for greener building standards, will create a tremendous demand for green industrial parks nationwide.Planning

~~Domestic~~· ~~Wind~~Greenhouse ~~Turbine~~Gas Market Trends. A recent report published by veteran research market firm BCC Research and titled Wind Turbines: The US Market forecasts that the domestic United States’ market size for wind turbine components and systems will reach $60.9 billion US in 2013. Management

~~Wind~~· ~~power~~Sustainable ~~was~~Buildings ~~second only to natural gas plants in new capacity from 2005 through 2007,~~ and provided 35% of all new generation added domestically in 2007. According to AWEA, the new wind projects completed in 2008 account for about 42% of the entire new power-producing capacity added nationally last year, and will avoid nearly 44 million tons of carbon emissions, the equivalent of taking over 7 million cars off of the road. Current wind energy generating capacity in the U.S. is about 25,170 MW, producing enough electricity to power the equivalent of close to 7 million homes. The top five states in terms of capacity installed are now: Communities

· Electronic Products and Services

~~Texas,~~· ~~with~~Pollution ~~7,116~~Prevention MWand Waste Reduction

·Accountability and Transparency

~~Iowa,~~E.O. ~~with~~13514 2accountability,~~790~~ MWtransparency, and reporting requirements include:

· Within 30 days, Federal agency heads must designate a senior management official to serve as Senior Sustainability Officer accountable for agency conformance. The Senior Sustainability Officer designation must be reported to the Chair of the Council on Environmental Quality (CEQ) and the Director of the Office of Management and Budget (OMB). The Senior Sustainability Officer shall:

~~California,~~· ~~with~~Prepare ~~2,517~~targets MWfor agency-wide reductions in 2020 for greenhouse gas (GHG) emissions.

· Within 240 days, prepare and submit a multi-year Strategic Sustainability Performance Plan to the Chair of the Council on Environmental Quality (CEQ) and the Director of the Office of Management and Budget (OMB) for review and approval.

~~Minnesota,~~· ~~with~~Agency ~~1,752~~efforts MWand outcomes in implementing E.O. 13514 must be transparent and disclosed on publicly available Federal Web sites.

· OMB must prepare scorecards providing periodic evaluation of Federal agency performance. Scorecard results must be published on a publicly available Web site.

~~Washington,~~· ~~with~~The ~~1,375~~CEQ MWChair must ensure that Federal agencies are held accountable for conforming to the requirements of E.O. 13514.

~~Canadian~~· ~~Wind~~Agency ~~Turbine~~heads ~~Market~~shall ~~Trends.~~decide Wethat ~~have~~this ~~been~~order ~~actively~~applies ~~pursuing~~in ~~the~~whole ~~growing~~or ~~Canadian~~in ~~small~~part ~~wind~~with ~~turbine~~respect ~~market. According~~ to the ~~Canadian~~activities, ~~Wind~~personnel, ~~Energy Association (CanWEA)~~resources, ~~Canada~~and ~~has~~facilities ~~still~~of ~~only scratched~~ the ~~surface~~agency ofnot ~~its~~located ~~massive~~within ~~wind~~the ~~energy potential~~U.S. ~~Total~~if ~~spending~~determined onthat ~~wind~~such ~~energy~~application ~~in North America~~ is ~~expected~~in ~~to double by 2010 to $7.5 billion annually, with microgeneration systems providing a significant portion of~~ the ~~overall~~interest ~~electricity generated. The majority~~ of ~~small wind turbines installed in Canada originate from~~ the ~~United States~~U. S.

In· ~~January 2009~~Agency ~~the~~heads ~~Government~~may ofsubmit ~~Ontario~~to ~~announced that it had signed long-term contracts for six new wind energy projects in~~ the ~~province. The announcement brings Ontario's installed wind energy capacity to 1~~President,~~500~~ ~~MW.~~through ~~Currently,~~ the ~~province~~CEQ ~~generates wind power with 782 MW of capacity~~Chair, ~~enough~~an toexemption ~~power~~request ~~230,000~~covering ~~homes.~~an ~~Canada's~~agency ~~total~~activity ~~installed~~and ~~capacity~~related ~~sits at 2~~personnel,~~369~~ ~~MW — Ontario is currently the wind technology leader in the country~~resources, ~~accounting~~and ~~for roughly one-third of that number~~facilities. ~~CanWEA has set a goal of wind energy providing 20% of Canada's electricity needs.~~

~~Domestic~~· ~~Solar~~The ~~Installation~~Director ~~Trends. A report issued by the California Public Utilities Commission stated that residential and commercial rooftop installations more than doubled in 2008 from the previous year to 158 megawatts~~ of ~~producing~~National ~~power.~~Intelligence ~~Reinforcing~~may ~~the~~exempt ~~perception~~an ~~that~~intelligence ~~state~~activity and ~~federal~~related ~~incentives have a major impact on new installations~~personnel, ~~the report noted that there was a surge in applications to participate in California’s $3 billion solar rebate program in the fourth quarter of 2008 after Congress lifted the $2~~resources,~~000~~ ~~cap~~and onfacilities ~~the~~when ~~federal tax credit on solar arrays~~ in ~~October 2008 (allowing homeowners and businesses to take a 30% tax credit on systems installed after Dec. 31st), which, coupled with an additional California state rebate, cut~~ the ~~real~~interest ~~cost~~ of anational ~~solar system in California in half~~security. The report concluded that, in addition to environmental benefits such as cutting greenhouse gas emissions and other pollutants, it appears that solar energy is benefiting California by serving as an economic bright spot in the economy.

~~California~~· ~~regulators~~To ~~caution~~the ~~that~~maximum ~~many~~extent ~~homeowners~~practical and ~~business~~without ~~owners~~compromising ~~may~~national ~~leave~~security, ~~the~~each ~~program~~agency ~~and~~shall ~~cancel~~strive ~~their~~to ~~applications~~comply ifwith the ~~economy continues to deteriorate rapidly this year. The current dropout rate is 15%~~purposes, ~~according to the report. Municipal programs also are expected to have an effect on new alternative energy installations. Berkeley~~goals, ~~California has launched a program that pays for residential~~ and ~~business~~implementation ~~solar~~steps ~~arrays~~of ~~and lets owners pay the cost back over twenty years through an annual assessment on their property taxes~~E.O. 13514.

Alternative Energy Trends – Global. According to an article dated February 2, 2009 in Reuters, the United States overtook Germany as the biggest producer of wind power last year and will likely take the lead in solar power this year. The article cited an expected "Obama bounce" from a new President who has vowed to boost clean energy, and additional impetus from political and business leaders worldwide who have urged "green growth" spending on clean energy to fight both recession and climate change.16

12Strategic Sustainability Performance Planning

~~German~~Federal ~~wind~~agencies ~~power~~are ~~capacity~~required ~~reached~~to ~~nearly~~develop, ~~24 GW~~implement, ~~placing it second ahead of Spain~~ and ~~fourth-placed~~annually ~~China,~~update ~~which~~a ~~doubled~~Strategic ~~its~~Sustainability ~~installed~~Performance ~~wind~~Plan ~~power~~that ~~for~~prioritizes ~~the~~agency ~~forth~~actions ~~year~~based ~~running,~~on ~~said the Brussels~~life-~~based~~cycle ~~Global~~return ~~Wind~~on ~~Energy Council~~investment. ~~Spanish~~Between ~~wind~~fiscal ~~power~~years ~~business~~2011 ~~group~~and ~~AEE~~2021, ~~said~~each ~~that~~plan ~~it expected similar growth in 2009 as last year.~~shall:

~~Generally,~~· ~~the~~Include ~~wind sector is now suffering from~~ a ~~financial~~policy ~~crisis~~statement ~~which~~committing ~~has~~the ~~dried~~agency upto ~~project~~comply ~~finance~~with environmental and aenergy ~~sharp~~statutes, ~~fall in oil prices which has weakened its competitiveness compared to gas~~regulations, ~~but it is aided by subsidies such as a guaranteed price premium in Germany~~ and ~~Spain~~executive orders.

A· ~~February 4,~~Achieve ~~2009~~established ~~article~~sustainability ingoals ~~the International Herald Tribune noted that the credit crisis~~ and ~~broad economic downturn was causing pronounced slowing of wind and power projects worldwide~~targets, ~~except~~including ingreenhouse ~~some~~gas ~~isolated~~reduction ~~markets, like China, which has shown no signs of a slowdown~~targets. Wind and solar developers have been left hunting for capital because the number of banks and financial institutions willing to help installation of wind turbines and solar arrays has dropped significantly. The effects of the banking crisis were also being felt in Europe, although industry groups said it was too soon to tell what effect the credit freeze would have on the fast-growing sector. Solar experts also report that demand in Europe has softened, a combination of a seasonal slowdown for winter and a recent cap on solar installations in Spain.

~~Despite~~· ~~current~~Be ~~financial~~integrated ~~conditions,~~within ~~European~~each ~~Union~~agency's ~~leaders~~strategic ~~agreed~~planning ~~that~~and ~~the~~budgeting ~~bloc should get a fifth of all its energy from renewable sources by 2020 compared with about 10 percent now~~process.

~~Effect~~· ofIdentify ~~existing~~agency oractivities, ~~probable~~policies, ~~governmental regulations on our business. Our business is affected by a wide range of municipal~~plans, ~~county~~procedures, ~~state~~ and ~~federal~~practices ~~regulations~~relevant ~~and~~to ~~may be influenced by~~ the ~~announcement~~implementation of ~~proposed~~E.O. ~~regulations~~13514 byand, ~~the~~where ~~new~~necessary, ~~administration~~provide ~~and~~for ~~Congress.~~development Aand ~~major~~implementation ~~focus~~ of ~~the~~ new ~~administration~~or isrevised ~~energy~~policies, ~~independence and the expedited development of wind~~plans, ~~solar~~procedures, and ~~other clean energy sources~~practices.

On· ~~February 8,~~Identify ~~2009,~~specific ~~the~~agency ~~Chicago Tribune reported that President Obama is planning to replace imported oil and other fossil fuels with a "clean-energy economy" powered by the wind~~goals, ~~the sun and biofuels. Energy Secretary Steven Chu was quoted as saying that we need a second Industrial Revolution that can generate energy cleanly~~schedules, ~~cheaply and sustainably. According to the article~~milestones, ~~by the end of 2009, the Energy Department's spending on 35 years of clean-energy research will exceed the total inflation-adjusted cost of the Apollo program which sent men to the moon,~~ and ~~the~~approaches ~~Manhattan~~for ~~Project,~~achieving ~~which~~results ~~developed the nuclear bomb, an estimated $117 billion combined. That research, economists say, has made wind, solar~~ and ~~other~~quantifiable ~~alternative~~metrics ~~sources~~required ofby ~~energy cheaper, but still not as inexpensive as fossil fuels~~E. ~~Renewable sources make up about the same sliver of America's energy portfolio as they did three decades ago, about 7 percent, while the nation's reliance on imported oil has doubled~~O. ~~We believe new legislation will have a significant impact on our industry and our business during the coming year~~13514.

~~Domestic~~· ~~Legislation~~Outline planned actions to provide information about agency progress, performance, and results on a publicly available Federal Web site.

~~The~~· ~~American~~Incorporate ~~Recovery~~actions ~~and~~for ~~Reinvestment~~achieving ~~Act~~progress ofmetrics ~~2009~~identified ~~contains~~by ~~provisions which support alternative energy production. The act includes a new grant program, a three-year extension of~~ the ~~production~~CEQ ~~tax~~Chair ~~credit, several provisions to promote transmission for renewable energy,~~ and ~~key~~OMB ~~changes to benefit small wind systems~~Director.

~~President~~· ~~Obama~~Evaluate ~~has~~agency ~~outlined~~climate achange ~~range~~risks and vulnerabilities to manage the effects of ~~policies~~climate ~~that~~change ~~would~~on ~~encourage~~the ~~investments~~agency's operations and mission in ~~renewable~~both ~~energy,~~the ~~including:~~short and long term.

· Consider environmental measures as well as economic benefits, social benefits, and costs in evaluating projects and activities based on life-cycle return on investment.

~~adjusting~~· ~~the~~Annually ~~federal~~identify ~~production~~opportunities ~~tax~~for ~~credit~~improvement ~~(PTC)~~and toevaluate ~~make~~past itperformance ~~more~~to ~~effective~~extend inor ~~the~~expand ~~current~~projects ~~economic~~that ~~downturn~~have ~~and~~net ~~extending~~benefits itas ~~for~~well aas ~~longer~~reassess ~~term~~or ~~(it~~discontinue ~~expires~~under-performing ~~at the end of 2009);~~ projects.

·The CEQ Chair and OMB Director are responsible for reviewing and approving each agency's multi-year strategic sustainability performance plan.

~~establishing~~Greenhouse aGas national renewable electricity standard (RES) with a target of generating at least 25% of the nation’s electricity from renewables by 2025, and a near-term target of 10% by 2012 (a Washington Post poll in early December found that 84% of Americans support such a standard); Management

·Greenhouse gas management is imperative within E.O. 13514. Each Federal agency must:

~~legislation~~· Within 90 days, establish and ~~initiatives~~report to ~~develop~~the CEQ Chair and OMB Director a ~~high-voltage~~fiscal ~~interstate~~year ~~transmission~~2020 ~~“highway”~~percentage ~~for~~reduction ~~renewable~~target ~~energy;~~of agency-wide scope 1 and scope 2 GHG emissions in absolute terms relative to a fiscal year 2008 baseline.

· In establishing the target, agencies shall consider reductions associated with:

~~national~~· ~~climate~~Reducing ~~change~~agency ~~legislation~~building ~~that~~energy ~~would promote the use of wind and solar power~~intensity.

~~Production~~· ~~Tax~~Increasing ~~Credit~~agency ~~(PTC)~~renewable ~~Extension~~energy use and on-site projects.

In· ~~October 2008,~~Reducing ~~Congress~~agency ~~acted~~use ~~to provide a one-year extension~~ of ~~the~~fossil ~~Production~~fuels ~~Tax Credit through December 31, 2009.~~by:

~~Description:~~· ~~Under~~Using ~~present~~low ~~law,~~GHG anemitting ~~income~~and ~~tax~~alternative ~~credit~~fuel ~~of 2~~vehicles.~~1 cents/kilowatt-hour is allowed for the production of electricity from utility-scale wind turbines. This incentive, the renewable energy Production Tax Credit (PTC), was~~

13· Optimizing vehicle numbers across agency fleets.

~~created~~· ~~under~~Reducing ~~the~~petroleum ~~Energy~~consumption ~~Policy~~in ~~Act~~agency fleets of ~~1992~~20 ~~(at~~or ~~the~~more ~~value~~2% ofannually ~~1.5~~through ~~cents/kilowatt-hour,~~fiscal ~~which~~year ~~has~~2020 ~~since~~relative ~~been~~to ~~adjusted~~a ~~annually~~fiscal ~~for~~year ~~inflation)~~2005 baseline.

~~Current~~· ~~Status:~~Where ~~The PTC is scheduled to expire on December 31~~appropriate, ~~2009.~~this ~~Since~~target ~~its~~shall ~~establishment~~exclude indirect ~~1992,~~emissions ~~the~~from ~~PTC~~excluded ~~has~~vehicles ~~undergone a series of short term extensions,~~ and ~~has~~equipment ~~been~~as ~~allowed~~well toas ~~lapse~~electric inpower ~~three~~produced ~~different years: 1999, 2001~~ and ~~2003.~~sold ~~Each~~commercially ~~time the PTC has been allowed~~ to ~~expire,~~other ~~the~~parties ~~wind industry has seen a 73-93% drop~~ in ~~wind~~the ~~energy~~course ~~installations~~of inregular ~~the subsequent year~~business.

~~Renewable Electricity Standard~~ 17

~~Description:~~· AWithin ~~national~~240 ~~renewable~~days, ~~electricity~~establish ~~standard~~and ~~(RES)~~report –to ~~also known as a renewable portfolio standard (RPS) – would, for~~ the ~~first~~CEQ ~~time,~~Chair ~~mandate~~and ~~that~~OMB ~~public~~Director ~~utilities~~a infiscal ~~every~~year ~~state~~2020 ~~obtain a minimum~~ percentage ofreduction ~~their~~target ~~electricity from renewable sources by a certain date or be required to purchase tradable credits~~ for ~~renewable electricity produced elsewhere. Twenty~~agency-~~eight~~wide ~~states~~scope ~~already~~3 ~~have~~GHG ~~renewable~~emissions ~~electricity~~in ~~standards,~~absolute ~~and~~terms ~~these~~relative ~~measures~~to ~~have~~a ~~proven~~fiscal ~~effective~~year ~~incentives~~2008 ~~for the development of wind and other renewable energy sources~~baseline. ~~A national policy would streamline this uneven patchwork and drive greater investment in solar and wind industry manufacturing.~~

~~The~~· ~~Obama-Biden~~In ~~New~~establishing ~~Energy~~the ~~for America Plan calls for 10% of U.S. domestic electricity to be produced from renewable sources by 2012~~target, ~~and~~agencies ~~25%~~shall byconsider ~~2025.~~reductions ~~The~~associated President believes that this national requirement will spur significant private sector investment in renewable sources of energy and create thousands of new American jobs, especially in rural areas. Each large utility-scale wind turbine that goes on line generates over $1.5 million in economic activity. Each turbine also provides about $5,000 in lease payments per year for 20 years or more to a farmer, rancher or other landowner.with:

~~Current~~· ~~Status~~Pursuing ofopportunities ~~National~~with ~~RES:~~vendors Legislation to establish a national RES has been considered by the U.S. Congress since 1997. Since that time, the Senate has passed RES proposals on three separate occasions. In 2007, for the first time in history, the U.S. House of Representatives voted in favor of including an RES as part of its energy bill. This bill would have established a 15% RES by 2020 and ~~allowed~~contractors ~~4% of the standard~~ to beaddress ~~met~~and ~~through~~incentivize ~~efficiency~~GHG ~~improvements,~~emission ~~should states so choose~~reductions. ~~The Senate energy bill did not include a RES due to the uncertainty that the 60 votes needed to overcome a likely filibuster would have been secured.~~

~~AWEA~~· ~~predicts~~Implementing ~~that~~strategies ~~states~~and ~~will~~accommodations ~~focus~~for ~~on RES~~transit, ~~transmission for renewables: The American Wind Energy Association~~travel, ~~which is the national trade association for the wind energy industry~~training, ~~expects one or more states to implement (Indiana) or strengthen (Wisconsin~~ and ~~New~~conferences ~~York)~~that ~~their~~actively ~~RES,~~reduce ~~bringing~~carbon ~~the~~emissions ~~number~~associated ~~of states~~ with ancommuting RES from 28 to perhaps 30. The industry association also predicts that some states, including some without an RES (Oklahoma, Kansas, Nebraska) will develop a process to facilitate investment in transmission for electricity generated using renewables. Texas, Colorado, Minnesota, and ~~California~~travel ~~have~~by ~~already~~agency ~~shown the way with pro-active transmission policies for renewable energy~~staff.

~~Increased~~· ~~incentives~~Meeting ~~for~~greenhouse ~~“small~~gas ~~wind”.~~emissions ~~Homeowners,~~reductions ~~farmers,~~associated ~~and small-business owners now benefit from a federal incentive enacted in late 2008 for the purchase of small wind turbines for home, farm, or business use. Owners of small wind systems~~ with ~~100~~other ~~kilowatts~~Federal ~~(kW)~~Government ofsustainability ~~capacity and less can receive a credit for 30% of the total installed cost of the system, with no limit~~goals.

~~The~~· ~~Environmentally~~Implementing ~~Preferable~~innovative ~~Purchasing~~policies ~~Program. The Environmental Protection Agency's Environmentally Preferable Purchasing Program, or EPP, started in 1993 after the signing of Executive Order 12873,~~ and ~~continues~~practices today under Executive Order 13423. The program originally created by with the purpose of using the federal government's enormous buying power to stimulate market demand for green products and services. Environmentally preferable means "products or services that ~~have~~address aagency-specific ~~lesser~~scope or3 ~~reduced~~GHG ~~effect on human health and the environment when compared with competing products or services that serve the same purpose~~emissions.~~” This comparison applies to raw materials, manufacturing, packaging, distribution, use, reuse, operation, maintenance, and disposal.~~

~~The~~· ~~United~~Within ~~States~~15 ~~federal government is one of the world's largest consumers. Indeed~~months, itestablish ~~is the single largest consumer of goods~~ and ~~services~~report ~~within~~to the ~~United~~CEQ ~~States,~~Chair ~~with total spending estimated at $350 billion for goods~~ and ~~services~~OMB ~~each~~Director ~~year. Therefore, the federal government’s purchasing power exerts~~ a ~~tremendous~~comprehensive ~~influence~~inventory onof ~~which~~absolute ~~products~~GHG ~~and~~emissions ~~services~~across ~~are~~all ~~available~~three inscopes ~~the~~for ~~national~~fiscal ~~marketplace~~year 2010. ~~The~~Comprehensive ~~Environmentally~~inventories ~~Preferable~~shall ~~Purchasing~~be ~~Program~~submitted ~~works~~annually tothereafter ~~ensure~~at ~~that federal government's buying power is working to~~ the ~~greatest~~end ~~extent possible to increase availability~~ of ~~environmentally~~each ~~preferable products, which in turn minimizes environmental impacts~~January.

14Sustainable Buildings and Communities

Federal agencies ~~are~~must ~~directed~~enhance byefforts ~~federal~~towards ~~laws,~~sustainable ~~regulations~~buildings and ~~executive orders to make purchasing decisions with the environment in mind~~communities. ~~Most~~Specific ~~recently, these~~ requirements have included Executive Order 13423, titled “Strengthening Federal Environmental, Energy and Transportation Management”, which orders federal agencies to use sustainable practices when buying products and services. For the Federal government as a whole, the President's Office of Management and Budget has issued a series of scorecards to help track progress of Federal agencies in implementing this program. Green purchasing progress is measured in the Environmental Stewardship Scorecard. These scorecards are for internal government use.include:

~~This~~· ~~“green”~~Implement ~~movement~~high ~~has~~performance ~~been~~sustainable ~~spreading~~Federal ~~throughout~~building ~~all~~design, ~~levels of government. For example~~construction, ~~California~~operation ~~law~~and ~~requires state government to practice EPP~~management, ~~and even the U.S. Army has its own 'green buying' initiative. We believe the adoption of EPP by states~~maintenance, ~~counties~~ and ~~municipalities~~deconstruction ~~will result in increased opportunities for our “green” product lines.~~ by:

~~Going~~· ~~Concern~~Ensuring all new Federal buildings, entering the design phase in 2020 or later, are designed to achieve zero net energy by 2030.

~~Our~~· ~~financial~~Ensuring ~~statements~~all ~~have~~new ~~been~~construction, ~~prepared~~major inrenovations, ~~accordance~~or ~~with~~repair ~~accounting~~or ~~principles~~alteration ~~generally~~of ~~accepted~~Federal inbuildings ~~the~~comply ~~United~~with ~~States applicable to a going concern that contemplates~~ the ~~realization~~Guiding ofPrinciples ~~assets and the satisfaction~~ of ~~liabilities~~Federal ~~and~~Leadership ~~commitments~~ in ~~the~~High ~~normal~~Performance ~~course of business. Since the inception of the company, we have relied on loans from shareholders~~ and ~~officers,~~Sustainable the sale of our equity securities, debt financing, and limited revenues to fund our operations. We have incurred losses since our inception and we continue to incur legal, accounting, and other business and administrative expenses. Our auditor has therefore recognized that there is substantial doubt about our ability to continue as a going concern. Buildings

~~Item~~· 3Ensuring at least 15% of existing agency buildings and leases (above 5,000 gross square feet) meet the Guiding Principles by fiscal year 2015 and that the agency makes annual progress towards 100% compliance across its building inventory.

~~Quantitative~~· Pursuing cost-effective, innovative strategies (e.g., highly-reflective and ~~Qualitative~~vegetated ~~Disclosures~~roofs) ~~About~~to ~~Market~~minimize ~~Risk~~consumption of energy, water, and materials.

~~Not~~· ~~Applicable.~~Managing existing building systems to reduce the consumption of energy, water, and materials, and identifying alternatives to renovation that reduce existing asset deferred maintenance costs.

~~Item~~· 4.When adding assets to agency building inventories, identifying opportunities to:

~~Controls~~· Consolidate and ~~Procedures~~eliminate existing assets.

~~Disclosure~~· ~~controls~~Optimize ~~and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with~~ the ~~Securities~~performance and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls also are designed with an objective of ~~ensuring~~portfolio that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer, in order to allow timely consideration regarding required disclosuresproperty.

~~The~~· ~~evaluation~~Reduce ofassociated ~~our~~environmental disclosure controls by our principal executive officer/principal financial officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Reportimpacts. We do not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Based~~· onEnsuring ~~his~~rehabilitation ~~review and evaluation as~~ of ~~the end of the period covered by this Form 10~~Federally-Q,owned ~~and~~historic ~~subject~~buildings toutilizes ~~the~~best ~~inherent~~practices ~~limitations described above, our principal executive officer/principal financial officer has concluded that our disclosure controls~~ and ~~procedures~~technologies ~~(as defined~~ in ~~Rules~~retrofitting ~~13a-15(e)~~to ~~and~~promote ~~15d~~long-~~15(e)~~term ~~under~~viability ~~the Securities Exchange Act~~ of ~~1934) are effective as of~~ the end of the period covered by this report; provided, however, that the company currently has only two directors, neither of whom is an outside director, which does not allow the company to have an outside director on its audit or compensation committeesbuilding. ~~The Board of Directors is currently considering qualified candidates for appointment to the Board as outside directors.~~

~~Our~~· ~~principal~~Advance ~~executive~~regional officer/principal financial officer is not aware of any significant changes in our disclosure controls or in other factors that could significantly affect these controls subsequent to the date of his evaluation, including any corrective actions with regard to significant deficiencies and ~~material~~local ~~weaknesses.~~integrated ~~During~~planning ~~the period covered~~ by this Form 10-Q, there have not been any changes in our internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.:

15· Participating in regional transportation planning and recognizing existing community transportation infrastructure.

~~PART~~· IIAligning –Federal ~~OTHER~~policies ~~INFORMATION~~to increase the effectiveness of local planning for energy choices such as locally-generated renewable energy.

~~Item~~· 1Ensuring that planning for new Federal facilities and leases consider sites that are pedestrian friendly, near existing employment centers, and accessible to public transport; and emphasize existing central cities and, in rural communities, existing or planned town centers.

~~Legal~~· ~~Proceedings~~Identify and analyze impacts from energy usage and alternative energy sources in all environmental impact statements and environmental assessments for proposals covering new or expanded Federal facilities under the amended National Environmental Policy Act (NEPA) of 1969.

As we have previously reported, on May 27, 2008 the Company filed a lawsuit in the United States District Court, Central District of California, Case No. SACV08-00586 CJC (PLAx) alleging securities law violations and fraud against various defendants, most of whom filed counterclaims. Over the last quarter we have engaged in extensive settlement negotiations which recently reached an impasse. We are presently preparing to move the court for permission to file a Second Amended Complaint in this matter. 18

~~Item~~Electronic ~~1A.~~Products and Services

~~Risk~~E.O. ~~Factors~~13514 includes product efficiency and stewardship. Federal agencies must:

An· ~~investment~~Ensure in95% ~~our~~of ~~common~~new ~~stock~~contract ~~involves~~actions, atask ~~substantial~~orders, ~~degree~~and ofdelivery ~~risk.~~orders ~~Before~~for ~~making~~products anand ~~investment~~services ~~decision,~~(excluding ~~you~~weapon ~~should~~systems) ~~give~~are ~~careful~~energy ~~consideration~~efficient to(ENERGY ~~the~~STAR® ~~following~~or ~~risk~~FEMP-designated), ~~factors~~water inefficient, ~~addition~~bio-based, toenvironmentally ~~the~~preferable ~~other~~(Electronic ~~information~~Product ~~contained~~Environmental inAssessment ~~this~~Tool ~~report.~~(EPEAT) ~~The~~certified), ~~following~~non-ozone ~~risk factors~~depleting, ~~however,~~contain ~~may~~recycled ~~not~~content, ~~reflect~~or ~~all~~are ofnon-toxic ~~the~~or ~~risks~~less-toxic ~~associated~~alternatives ~~with~~where ~~our~~such ~~business~~products orand anservices ~~investment~~meet inagency ~~our~~performance ~~common stock~~requirements.

~~The~~· ~~following~~Implement ~~risk~~best ~~factors~~management ~~must~~practices befor ~~considered~~the inenergy-efficient ~~light~~management of ~~the~~servers ~~current~~and ~~worldwide~~Federal ~~financial~~data ~~crisis~~centers.

~~Despite~~Pollution ~~passage~~Prevention ~~of The American Recovery~~ and ~~Reinvestment~~Waste Act of 2009, the U.S. Commerce Department announced that the U.S. economy shrank by 3.8 percent in the fourth quarter, the most since 1982, while consumer spending recorded the worst slide in the postwar era. According to a February 6, 2009 article in the Associated Press, the Labor Department reported that “recession-battered employers” eliminated 598,000 jobs in January, the most since the end of 1974, and “catapulted the unemployment rate to 7.6 percent.” The Associated Press cited these figures as “further proof that the nation's job climate is deteriorating at an alarming clip with no end in sight.” In August 2009, the national unemployment rate rose to 9.7 percent according to a report from the Bureau of Labor Statistics. The AP has predicted that, with fallout from the housing, credit and financial crisis (which they claimed was the worst since the 1930s) “ripping through the economy”, analysts predict 3 million or more jobs will vanish in 2009, despite the stimulus plan. In light of the broad consensus that financial markets are in the worst turmoil of a generation, there can be no assurance that the current financial crisis will not continue, or get worse.Reduction

~~The~~E.O. ~~global~~13514 ~~financial~~includes ~~crisis~~the ~~has~~following ~~negatively~~pollution ~~impacted~~prevention ~~general~~and ~~economic~~waste ~~conditions,~~reduction ~~including~~requirements ~~the~~for ~~alternative~~Federal ~~energy industry.~~agencies:

~~The~~· ~~current~~Minimize global financial crisis has had significant negative effects on a broad range of businesses, including our business. The credit crisis and broad economic downturn has caused pronounced slowing of wind and power projects worldwide, except in some isolated markets. Our customers, who are typically wind and solar installers and developers, have experienced financing problems because the ~~number~~generation of ~~banks~~waste and ~~financial~~pollutants ~~institutions~~through ~~willing~~source ~~to fund installation of wind turbines and solar arrays has dropped significantly~~reduction. We have also experienced difficulties in getting our customers and purchase orders financed. All of these factors have had a significant negative impact on our operations, and should the current financial crisis continue, there can be no assurance we, or our customers, will be able to continue operations.

We· Decrease agency use of chemicals where such decrease will ~~need~~assist ~~significant~~the ~~infusions~~agency ofin ~~additional~~achieving ~~capital~~greenhouse gas reduction targets.

~~During~~· ~~the~~Divert ~~last~~at ~~fiscal~~least ~~year~~50% weof ~~have~~non-hazardous ~~relied~~solid ~~primarily~~waste on loans and our limited revenues to obtain the funding necessary to operate the business. Our revenues from operations for the quarter ended July 31, 2009 would have been significantly higher if we had financing available to support our sales and competitive bidding activities and were further negatively impacted by ~~our decision to allocate resources to developing solar and wind farms. We do not have any cash reserves and we will need to obtain additional outside funding in~~ the ~~future~~end in order to further satisfy our cash requirements. Our need for additional capital to finance our business strategy, operations, and growth will be greater should, among other things, revenue or expense estimates prove to be incorrect. We cannot predict the timing or amount of ~~our~~fiscal ~~capital~~year ~~requirements at this time~~2013. If we fail to arrange for sufficient capital on a timely basis in the future, we may be required to reduce the scope of our business activities further until we can obtain adequate financing. Debt financing must be repaid regardless of whether or not we generate profits or cash flows from our business activities. Equity financing may result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock. Therefore, we may not be able to obtain financing in sufficient amounts or on acceptable terms when needed, which could adversely affect our operating results and prospects.

16· Reduce printing paper use and acquiring uncoated printing and writing paper containing at least 30% post-consumer fiber.

~~Many~~· ofIncrease ~~our~~the ~~current~~diversion ~~and~~of ~~potential~~compostable ~~competitors have longer operating histories, larger customer or user bases, greater brand recognition, greater access to brand name suppliers,~~ and ~~significantly~~organic ~~greater~~material ~~financial,~~from ~~marketing~~the ~~and~~waste ~~other resources than we do~~stream.

~~Many~~This of“green” ~~these~~movement ~~current~~has ~~and~~been ~~potential~~spreading ~~competitors~~throughout ~~can~~all ~~devote~~levels ~~substantially more resources to the development~~ of ~~their business operations than we can at present~~government. InFor ~~addition~~example, ~~larger,~~California ~~well-established~~law ~~and~~requires ~~well-financed~~state ~~entities~~government ~~may~~to ~~acquire,~~practice ~~invest in or form joint ventures with other established competitors or with specific product manufacturers~~EPP, ~~which~~and ~~will~~even ~~allow~~the ~~them~~U.S. ~~pricing~~Army ~~advantages~~has ~~due~~its toown ~~economies~~'green ofbuying' ~~scale or pursuant to distribution agreements with suppliers~~initiative. We ~~Some~~believe ~~large~~the ~~product~~adoption ~~distributors~~of ~~may~~EPP ~~also~~by ~~have~~states, ~~exclusive~~counties ~~distribution~~and ~~agreements~~municipalities orwill ~~protected~~result ~~territories~~ in ~~which~~increased ~~they~~opportunities ~~can~~for ~~sell~~our ~~specific~~“green” ~~brand name products at a significant discount, or territories in which they may seek to exclude us from selling a specific brand of~~ product. ~~These types of arrangements between our competitors and manufacturers and suppliers may limit our ability to distribute certain brand name products and could adversely affect our revenues~~lines.

WeGoing ~~depend upon our executive officers and key personnel.~~Concern

~~The~~Our ~~rapid~~financial ~~execution~~statements ~~necessary~~have ~~for~~been usprepared toin ~~fully~~accordance ~~exploit~~with ~~the~~accounting ~~market~~principles ~~for~~generally ~~our~~accepted ~~products~~in ~~and~~the ~~services~~United ~~requires~~States anapplicable ~~effective~~to ~~planning~~a ~~and~~going ~~management~~concern ~~process.~~that Wecontemplates ~~experienced~~the ~~rapid~~realization ~~growth~~of ~~during~~assets ~~2007,~~and ~~rapid~~the ~~contraction~~satisfaction inof ~~2008,~~liabilities and ~~are~~commitments ~~now~~in ~~facing~~ the ~~need~~normal tocourse ~~expand~~of ~~our operations~~business. Since ~~There~~the isinception ~~currently~~of athe ~~significant~~company, ~~strain~~we onhave ~~our~~relied ~~managerial,~~on ~~operational~~loans ~~and~~from ~~financial~~shareholders ~~resources~~ and ~~one person~~officers, ~~Richard~~the ~~Reincke,~~sale ~~currently~~of ~~serves as both~~ our ~~President/CEO~~equity ~~and~~securities, ~~Chief~~debt ~~Financial~~financing, ~~Officer. Mr. Reincke has been deferring a significant percentage of his salary since July 2008~~ and ~~there~~limited ~~can~~revenues ~~be no guarantee that he will continue~~ to ~~work~~fund ~~without~~our ~~sufficient compensation~~operations. We ~~recognize~~have ~~that~~incurred ~~our~~losses ~~ability~~since ~~to manage~~ our ~~business~~inception ~~effectively~~and ~~will~~we ~~require~~continue us to ~~attract,~~incur ~~identify~~legal, ~~train~~accounting, ~~integrate~~ and ~~retain additional qualified management and~~ other ~~key~~business ~~personnel,~~ and ~~that~~administrative ~~we currently have limited financial resources~~expenses. Our ~~The~~auditor ~~loss~~has oftherefore ~~services~~recognized ofthat ~~Mr. Reincke~~there oris ~~any~~substantial ofdoubt about our ~~remaining~~ability ~~key~~to ~~personnel~~continue ~~would~~as ~~have~~ a ~~material~~going ~~adverse effect on our business, revenues, results of operations and financial condition~~concern.

~~There can be no assurance that any new products we introduce will achieve significant market acceptance or will generate significant revenue.~~19

The market for products in the renewable energy industry is characterized by rapid technological advances, evolving standards in technology and frequent new product and service introductions and enhancementsItem 3. Quantitative ~~Possible short life cycles for products we sell may necessitate high levels of expenditures for continually selecting new products~~ and ~~discontinuing~~Qualitative ~~the~~Disclosures ~~sale~~about ofMarket obsolete product lines. To obtain a competitive position, we must continue to introduce new products and new versions of existing products that will satisfy increasingly sophisticated customer requirements and achieve market acceptance. Our inability or failure to position and/or price our new or existing products competitively, in response to changes in evolving standards in technology, could have a material adverse effect on our business, results of operations or financial position. Risk

~~Although~~Not ~~we have implemented safeguards to prevent unauthorized access to our ecommerce sites, there always exists certain security risks, which may cause interruptions, delays or cessation in service~~Applicable.

Despite the implementation of security measures, our network infrastructure may be vulnerable to computer viruses or problems caused by third parties, which could lead to interruptions, delays or cessation in service to our clientsItem 4. Controls Inappropriate use of the Internet by third parties could also potentially jeopardize the security or deter certain persons from using our services. Such inappropriate use of the Internet would include attempting to gain unauthorized access to information or systems - commonly known as "cracking" or "hacking." Although we intend to continue to implement security measures, such measures have been circumvented in the past, and there can be no assurance that measures implemented will not be circumvented in the future. Alleviating problems caused by computer viruses or other inappropriate uses or security breaches may require interruptions, delays or cessation in service to our operations. There can be no assurance that customers or others will not assert claims of liability against us as a result of failures. Further, until more comprehensive security technologies are developed, the security and privacy concerns of existing and potential customers may inhibit the growth of the Internet service industry in general and our customer base and revenues in particular. Procedures

~~There is~~ (a) Evaluation ~~risk~~ of ~~credit~~Disclosure ~~card~~Controls ~~fraud.~~and Procedures

~~Although~~Disclosure wecontrols ~~have~~and ~~encryption~~procedures ~~certificates~~are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, ~~systems~~such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and ~~software~~reported ~~for~~within the ~~electronic~~time ~~surveillance~~periods specified by the Securities and ~~monitoring~~Exchange Commission. Disclosure controls are also designed with an objective of ~~fraudulent~~ensuring ~~credit~~that ~~card~~such ~~use~~information is accumulated and communicated to our management, ~~should~~including our ~~business~~chief beexecutive ~~subject~~officer toand ~~repeated~~chief ~~fraudulent~~financial ~~use~~officer, ofin ~~credit~~order ~~cards~~to onallow ~~our~~timely consideration regarding required disclosures.

17The evaluation of our disclosure controls by our principal executive officer, Richard Reincke, who also serves as our principal financial officer, included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. Because most of the senior management functions relating to the operation of our business are performed by Mr. Reincke, he does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~ecommerce~~Based ~~sites~~on that evaluation, itour ~~could~~chief ~~effect~~executive ~~the~~officer/chief ~~reputation~~financial officer concluded that, as of January 31, 2010, our ~~ecommerce~~disclosure ~~sites~~controls and ~~the~~procedures ~~willingness~~were ofnot ~~customers~~effective to ~~continue~~provide reasonable assurance that information we are required to ~~use~~disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our ~~sites~~management, including our chief executive officer/chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our principle difficulty is that we are understaffed and undercapitalized and do not presently employ a full-time chief financial officer; we also do not employ a full-time bookkeeper to maintain our records.

~~Shares~~We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our ~~common~~size ~~stock~~and ~~are~~nature, ~~"penny~~segregation ~~stocks”~~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 in our disclosure controls and procedures.

At (b) Changes ~~all times when the current market price per share of our common stock is less than $5.00, our shares of common stock will be considered "penny stocks" as defined~~ in ~~the~~internal ~~Securities~~control ~~Exchange~~over ~~Act~~financial of 1934, as amended. As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the shares of our common stock being issued under this prospectus. In addition, the penny stock rules adopted by the Securities and Exchange Commission under the Exchange Act would subject the sale of shares of our common stock to regulations which impose sales practice requirements on broker-dealers. For example, broker-dealers selling penny stocks must, prior to effecting the transaction, provide their customers with a document which discloses the risks of investing in penny stocks. reporting

~~Furthermore,~~Our ~~if the person purchasing penny stocks is someone other than an accredited investor~~management, aswith ~~defined in~~ the ~~Securities~~participation ~~Act, or an established customer~~ of ~~the~~Mr. ~~broker-dealer~~Reincke, ~~the~~our ~~broker-dealer~~chief ~~must~~executive ~~also~~officer/chief ~~approve the potential customer's account by obtaining information concerning the customer's~~ financial ~~situation~~officer, ~~investment~~has ~~experience~~concluded ~~and~~that ~~investment~~there ~~objectives.~~were ~~The~~no ~~broker-dealer~~significant ~~must~~changes ~~also~~in ~~make~~our ainternal ~~determination~~controls ~~whether~~over ~~the~~financial ~~transaction~~reporting isthat ~~suitable~~occurred ~~for~~during ~~the~~our ~~customer~~last ~~and~~fiscal ~~whether~~quarter ~~the~~that ~~customer~~ has ~~sufficient~~materially ~~knowledge~~affected, ~~and~~or ~~experience~~is ~~in financial matters to be~~ reasonably ~~expected~~likely to bematerially ~~capable of evaluating the risk of transactions in penny stocks. Accordingly~~affect, ~~the SEC's rules may limit the number of potential purchasers of shares of~~ our ~~common~~internal ~~stock.~~control ~~Moreover,~~over ~~various~~financial ~~state securities laws impose restrictions on transferring penny stocks, and, as a result, investors in our common stock may have their ability to sell their shares impaired~~reporting.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of Securities' laws; (iii) contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and significance of the spread between the "bid" and "ask" price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form (including language, type, size and format), as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in penny stock, the customer (i) with bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account. 20

InPART ~~addition,~~II ~~the~~– ~~penny~~OTHER stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our common stock is subject to the penny stock rules, and therefore holders of those securities may have difficulty selling those securities. Stockholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:INFORMATION

~~(i)~~Item 1A. Risk ~~control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer~~Factors

~~(ii)~~An ~~manipulation~~investment in our common stock involves a substantial degree of ~~prices~~risk. Before ~~through~~making ~~prearranged~~an ~~matching~~investment decision, you should give careful consideration to the following risk factors in addition to the other information contained in this report. The following risk factors, however, may not reflect all of ~~purchases~~the ~~and~~risks ~~sales~~associated ~~and~~with ~~false~~our ~~and~~business ~~misleading~~or ~~press~~an ~~releases~~investment in our common stock.

~~(iii)~~The ~~boiler~~following ~~room~~risk ~~practices~~factors ~~involving~~must ~~high-pressure~~be ~~sales~~considered ~~tactics~~in ~~and~~light ~~unrealistic~~of ~~price~~the ~~projections~~current byworldwide ~~inexperienced~~financial ~~sales persons~~crisis.

~~(iv)~~Despite ~~excessive~~passage of The American Recovery and ~~undisclosed~~Reinvestment ~~bid-ask~~Act ~~differential~~of 2009, the U.S. Commerce Department announced that the U.S. economy shrank by 3.8 percent in the fourth quarter of 2009, the most since 1982, while consumer spending recorded the worst slide in the postwar era. The current financial crisis has been called the worst financial crisis since the Great Depression of the 1930s, and ~~markups~~has contributed to the failure of key businesses, declines in consumer wealth estimated in the trillions of U.S. dollars, substantial financial commitments incurred by ~~selling~~both ~~broker-dealers~~domestic and foreign governments, and a significant decline in economic activity. It has severely negatively impacted our business. In light of the broad consensus that financial markets are in the worst turmoil of a generation, there can be no assurance that the current financial crisis will not continue, or get worse.

18The global financial crisis has negatively impacted general economic conditions, including the alternative energy industry.

~~(v)~~The ~~the~~current ~~wholesale~~global ~~dumping~~financial crisis has had significant negative effects on a broad range of ~~the~~businesses, ~~same~~including ~~securities~~our bybusiness. ~~promoters~~The credit crisis and ~~broker-dealers~~broad ~~after~~economic ~~prices~~downturn has caused pronounced slowing of wind and power projects worldwide, except in some isolated markets. Our customers, who are typically wind and solar installers and developers, have ~~been~~experienced ~~manipulated~~financing problems because the number of banks and financial institutions willing to afund ~~desired~~installation ~~level~~of wind turbines and solar arrays has dropped significantly. We have also experienced difficulties in getting our customers and purchase orders financed, ~~along~~and ~~with~~we ~~the~~are ~~resulting~~delinquent ~~inevitable~~in ~~collapse~~paying many of ~~those~~our ~~prices~~suppliers, some of whom have filed lawsuits for collection. All of these factors have had a significant negative impact on our operations, and ~~with~~should ~~consequent~~the ~~investor~~current ~~losses~~financial crisis continue, there can be no assurance we, or our customers, will be able to continue operations.

~~We have not paid and do not currently plan to pay dividends on our common stock.~~ 21

~~Some investors favor companies that pay dividends on their common stock, particularly in general downturns in the stock market.~~ We ~~have~~will ~~not~~need ~~declared~~significant orinfusions ~~paid~~of ~~any~~additional ~~cash dividends on our common stock~~capital. ~~We currently intend to retain any future earnings for funding growth, and we do not currently anticipate paying cash dividends on our common stock in the foreseeable future.~~

~~Provisions~~During the last quarter we relied on loans and our limited revenues to obtain the funding necessary to operate the business. We are delinquent in paying many of our ~~corporate~~suppliers, ~~charter~~resulting in several collection lawsuits. We do not have any cash reserves and ~~under~~we ~~Delaware~~will ~~law~~need to obtain additional outside funding in the future in order to further satisfy our cash requirements. Our need for additional capital to finance our business strategy, operations, and growth will be greater should, among other things, revenue or expense estimates prove to be incorrect. We cannot predict the timing or amount of our capital requirements at this time. If we fail to arrange for sufficient capital on a timely basis in the future, we may be required to reduce the scope of our business activities further until we can obtain adequate financing. Debt financing must be repaid regardless of whether or not we generate profits or cash flows from our business activities. Equity financing may result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are ~~favorable~~senior to our ~~directors~~common stock. Therefore, we may not be able to obtain financing in sufficient amounts or on acceptable terms when needed, which could adversely affect our operating results and prospects and our ability to continue in business.

~~Pursuant~~Many ~~to our certificate~~ of ~~incorporation, members of~~ our ~~management~~current and ~~Board~~potential ofcompetitors ~~Directors will~~ have nolonger ~~liability~~operating ~~for violations of their fiduciary duty of care as officers and directors~~histories, ~~except~~larger incustomer ~~limited circumstances. This means that you may be unable to prevail in a legal action against our officers~~ or ~~directors~~user ~~even~~bases, ifgreater ~~you~~brand ~~believe they have breached their fiduciary duty of care. In addition~~recognition, ~~our~~greater ~~certificate~~access ~~of incorporation allows us~~ to ~~indemnify~~brand ~~our~~name ~~officers~~suppliers, and ~~directors~~significantly ~~from~~greater ~~and~~financial, ~~against~~marketing ~~any~~ and ~~all~~other ~~expenses~~resources orthan ~~liabilities arising from or in connection with their serving in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood~~ we ~~would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay~~do.

~~Failure~~Many of these current and potential competitors can devote substantially more resources to ~~achieve~~the development of their business operations than we can at present. In addition, larger, well-established and ~~maintain~~well-financed ~~effective~~entities ~~internal~~may ~~controls~~acquire, invest in ~~accordance~~or form joint ventures with ~~Section 404~~other established competitors or with specific product manufacturers, which will allow them pricing advantages due to economies of ~~the~~scale ~~Sarbanes-Oxley~~or ~~Act~~pursuant ~~could~~to distribution agreements with suppliers. Some large product distributors may also have exclusive distribution agreements or protected territories in which they can sell specific brand name products at a ~~material~~significant ~~adverse~~discount, ~~effect~~or onterritories in which they may seek to exclude us from selling a specific brand of product. These types of arrangements between our ~~business~~competitors and ~~stock~~manufacturers ~~price.~~and suppliers may limit our ability to distribute certain brand name products and could adversely affect our revenues.

~~Pursuant~~We todepend ~~Section 404~~upon ~~of the Sarbanes-Oxley Act of 2002 (“Act”), we will be required to furnish a report by~~ our ~~management~~executive onofficers ~~our internal control over financial reporting. The internal control report must contain (i) a statement of management's responsibility for establishing~~ and ~~maintaining~~key adequate internal control over financial reporting, (ii) a statement identifying the framework used by management to conduct the required evaluation of the effectiveness of our internal control over financial reporting, (iii) management's assessment of the effectiveness of our internal control over financial reporting as of the end of our most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective, and (iv) a statement that the Company's independent auditors have issued an attestation report on management's assessment of internal control over financial reportingpersonnel.

InThe ~~order~~rapid toexecution ~~achieve~~necessary ~~compliance~~for ~~with~~us ~~Section 404~~to offully ~~the~~exploit ~~Act within~~ the ~~prescribed~~market ~~period,~~for weour ~~will~~products ~~need~~and toservices ~~engage~~requires inan aeffective ~~process~~planning ~~to document~~ and ~~evaluate~~management ~~our~~process. ~~internal~~We ~~control~~experienced ~~over~~rapid ~~financial~~growth ~~reporting,~~during ~~which~~2007 ~~will~~and bethen ~~both~~rapid ~~costly~~contraction ~~and~~in ~~challenging.~~2008 Incarrying ~~this~~into ~~regard~~fiscal 2009, ~~management~~as ~~will~~we ~~need~~did tonot ~~dedicate~~receive ~~internal~~financing ~~resources,~~which ~~engage~~we ~~outside~~had ~~consultants~~been promised and ~~adopt~~on awhich ~~detailed~~we ~~work~~depended ~~plan~~ to ~~(i)~~fund ~~assess~~our ~~and~~growth. ~~document~~There ~~the~~is ~~adequacy~~currently ofa ~~internal~~significant ~~control~~strain ~~over~~on ~~financial~~our ~~reporting~~managerial, ~~(ii)~~operational ~~take~~and ~~steps~~financial toresources ~~improve~~and ~~control~~one ~~processes~~person, ~~where~~Richard ~~appropriate~~Reincke, ~~(iii)~~currently ~~validate~~serves ~~through~~as ~~testing~~both ~~that~~our ~~controls~~President/CEO ~~are~~and ~~functioning~~Chief asFinancial ~~documented~~Officer. ~~and~~Mr. ~~(iv)~~Reincke ~~implement~~has anot ~~continuous~~taken ~~reporting~~a ~~and~~salary ~~improvement process~~ for ~~internal~~several ~~control~~fiscal ~~over~~quarters ~~financial~~and ~~reporting.~~there We can ~~provide~~be no ~~assurance~~guarantee asthat tohe ~~our,~~will orcontinue ~~our~~to ~~independent~~work ~~auditors’,~~without ~~conclusions~~compensation. atWe ~~the~~recognize ~~prescribed~~that ~~periods~~our ~~with~~ability ~~respect~~ to ~~the~~manage ~~effectiveness of~~ our ~~internal~~business ~~control~~effectively ~~over~~will ~~financial~~require ~~reporting~~us ~~under~~to ~~Section 404~~attract, ofidentify, ~~the~~train, ~~Act.~~integrate ~~There~~and isretain aadditional ~~risk~~qualified ~~that~~management ~~neither~~and weother ~~nor~~key ~~our~~personnel, ~~independent~~and ~~auditors~~that ~~will~~we becurrently ~~able~~do tonot ~~conclude~~have at the ~~prescribed period that our internal controls over~~ financial ~~reporting~~resources ~~are~~to ~~effective~~hire assuch ~~required~~personnel byat ~~Section 404~~this ~~of the Act~~time. ~~Moreover~~Additionally, asdue ~~our~~to ~~senior~~financial ~~management~~constraints, ~~and~~we ~~board~~have ofcut ~~directors~~back ison ~~extremely~~our ~~limited~~workforce, wereplacing ~~may~~full ~~not~~time beemployees ~~able~~with topart-time ~~adequately~~consultants ~~comply~~and with ~~these~~interns. ~~requirements~~The ~~unless~~loss weof ~~are~~services ~~able~~of toMr. ~~augment~~Reincke ~~both~~or ~~our~~any ~~senior~~of ~~management and~~ our ~~board~~remaining ofkey ~~directors,~~personnel ~~and~~would ~~there~~have ~~can~~a bematerial noadverse ~~assurance~~effect ~~that~~on weour ~~will~~business, berevenues, ~~able~~results toof dooperations soand infinancial ~~a timely manner, or at all~~condition.

During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.22

19There can be no assurance that any new products we introduce will achieve significant market acceptance or will generate significant revenue.

~~Item~~The 3market for products in the renewable energy industry is characterized by rapid technological advances, evolving standards in technology and frequent new product and service introductions and enhancements. Possible short life cycles for products we sell may necessitate high levels of expenditures for continually selecting new products and discontinuing the sale of obsolete product lines. To obtain a competitive position, we must continue to introduce new products and new versions of existing products that will satisfy increasingly sophisticated customer requirements and achieve market acceptance. Our inability or failure to position and/or price our new or existing products competitively, in response to changes in evolving standards in technology, could have a material adverse effect on our business, results of operations or financial position.

~~Defaults~~Although ~~Upon~~we ~~Senior~~have ~~Securities~~implemented safeguards to prevent unauthorized access to our ecommerce sites, there always exists certain security risks, which may cause interruptions, delays or cessation in service.

~~One~~Despite the implementation of security measures, our ~~noteholders~~network ~~has~~infrastructure ~~agreed~~may be vulnerable to ~~forebear~~computer onviruses ~~the~~or ~~collection~~problems ofcaused aby ~~promissory~~third ~~entered~~parties, ~~into~~which oncould ~~September 1,~~lead ~~2007~~to ~~with~~interruptions, ~~the~~delays ~~company.~~or Ascessation ~~consideration~~in ~~for~~service ato ~~six~~our ~~(6)~~clients. ~~month~~Inappropriate ~~extension~~use of the ~~loan~~Internet ~~term,~~by ~~the~~third parties ~~agreed~~could toalso ~~the~~potentially ~~following:~~jeopardize ~~(i)The~~the ~~interest~~security ~~rate~~or ~~listed~~deter ~~was~~certain ~~changed~~persons from ausing ~~fixed~~our ~~rate~~services. ofSuch ~~12%~~inappropriate ~~per~~use ~~annum~~of tothe ~~15%~~Internet ~~per~~would ~~annum,~~include ~~with~~attempting ~~payments~~to ~~due~~gain onunauthorized ~~the~~access ~~15th~~to ofinformation ~~each~~or ~~month;~~systems ~~(ii)~~- ~~the~~commonly ~~conversion~~known ~~rights~~as of"cracking" ~~the~~or ~~principal~~"hacking." ~~and~~Although ~~unpaid~~we ~~interest~~intend ~~remained,~~to ~~but~~continue ~~the~~to ~~conversion~~implement ~~rate~~security ~~was~~measures, ~~repriced~~such atmeasures ~~thirty~~have ~~cents~~been ~~($0.30)~~circumvented ~~per~~in ~~share;~~the past, and ~~(iii)~~there ~~the~~can ~~company~~be ~~also~~no ~~agreed,~~assurance inthat ~~consideration~~measures ofimplemented ~~its~~will ~~appreciation~~not ofbe ~~her~~circumvented ~~assistance~~in ~~and~~the ~~cooperation~~future. inAlleviating ~~extending~~problems ~~this~~caused ~~loan,~~by tocomputer ~~grant~~viruses ~~the~~or ~~noteholder~~other ~~stock~~inappropriate ~~equivalent~~uses toor ~~the~~security ~~amount~~breaches ofmay ~~shares~~require ~~which~~interruptions, ~~would~~delays beor ~~purchased~~cessation byin aservice ~~10%~~to ~~interest~~our ~~“payment”~~operations. onThere ~~her~~can ~~loan.~~be ~~This~~no ~~amount,~~assurance ~~$10,000.00~~that (customers or ~~10%~~others ofwill ~~the~~not ~~loan)~~assert ~~yielded~~claims ~~50,000~~of ~~shares~~liability ofagainst ~~stock~~us atas a ~~price~~result of $0failures.20 ~~per~~Further, ~~share.~~until ~~This~~more ~~was~~comprehensive asecurity ~~one~~technologies ~~time~~are ~~nonrefundable~~developed, ~~and~~the ~~additional~~security ~~“interest”~~and onprivacy ~~her~~concerns ~~loan.~~of ~~The~~existing ~~$100,000~~and ~~loan,~~potential ~~with~~customers ~~accrued~~may ~~unpaid~~inhibit ~~interest~~the growth of ~~approximately~~the ~~$9,000,~~Internet ~~was~~service ~~due~~industry ~~March 1,~~in ~~2009~~general and ~~has~~our ~~not~~customer ~~yet~~base ~~been~~and ~~repaid.~~revenues in particular.

~~Item~~There 6is a risk of credit card fraud.

~~Exhibits~~Although we have encryption certificates, systems and software for the electronic surveillance and monitoring of fraudulent credit card use, should our business be subject to repeated fraudulent use of credit cards on our ecommerce sites, it could effect the reputation of our ecommerce sites and the willingness of customers to continue to use our sites.

~~The~~Shares ~~following~~of ~~exhibits~~our ~~are~~common ~~either~~stock ~~attached~~are ~~hereto~~"penny ~~or incorporated herein by reference as indicated:~~ stocks”.

Exhibit Number	Description	Exhibit
3.1	Certificate of Incorporation dated February 15, 2005 *
3.2	Certificate of Amendment of Certificate of Incorporation dated April 21, 2005 *
3.3	Amended and Restated Certificate of Incorporation dated October 26, 2005*
3.4	Bylaws*
10.1	Software Development Agreement*
10.2	Consulting Agreement, dated as of December 1, 2006, between the Registrant and Joseph King *
10.3	Lease with Camidor Properties*
10.4	Amendment No. 1 to Lease with Camidor Properties**
10.5	Registrant and Cota LLC, a Delaware limited liability company	Filed herewith
14	Code of Ethics**
31	Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

At all times when the current market price per share of our common stock is less than $5.00, our shares of common stock will be considered "penny stocks" as defined in the Securities Exchange Act of 1934, as amended. As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the shares of our common stock being issued under this prospectus. In addition, the penny stock rules adopted by the Securities and Exchange Commission under the Exchange Act would subject the sale of shares of our common stock to regulations which impose sales practice requirements on broker-dealers. For example, broker-dealers selling penny stocks must, prior to effecting the transaction, provide their customers with a document which discloses the risks of investing in penny stocks.

*Furthermore, if the person purchasing penny stocks is someone other than an accredited investor, as defined in the Securities Act, or an established customer of the broker-dealer, the broker-dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker-dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in penny stocks. Accordingly, the SEC's rules may limit the number of potential purchasers of shares of our common stock. Moreover, various state securities laws impose restrictions on transferring penny stocks, and, as a result, investors in our common stock may have their ability to sell their shares impaired.

~~Previously filed as exhibits to our registration statement on Form SB-2, file number 3333-139751, filed December 29, 2006.~~23

**The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of Securities' laws; (iii) contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and significance of the spread between the "bid" and "ask" price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form (including language, type, size and format), as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in penny stock, the customer (i) with bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account.

~~Previously~~In ~~filed~~addition, asthe ~~exhibits~~penny stock rules require that prior to ~~our~~a ~~Annual~~transaction ~~Report~~in ona ~~Form 10~~penny stock not otherwise exempt from those rules, the broker-~~KSB~~dealer ~~filed~~must ~~February 12~~make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, ~~2008~~a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If any of the Company's securities become subject to the penny stock rules, holders of those securities may have difficulty selling those securities. Stockholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

20(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer

~~SIGNATURES~~(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases

In(iii) ~~accordance~~boiler ~~with~~room ~~the~~practices ~~requirements~~involving ofhigh-pressure ~~the~~sales ~~Exchange~~tactics ~~Act,~~and ~~the~~unrealistic ~~registrant~~price ~~caused~~projections ~~this report to be signed on its behalf~~ by ~~the~~inexperienced ~~undersigned,~~sales ~~thereunto duly authorized.~~persons

		GWS Technologies, Inc.
Date:	September 21, 2009	/s/ RICHARD REINCKE
			Richard Reincke Chief Executive Officer/Chief Financial Officer (Principal Financial Officer and Authorized Officer)

(iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers

21(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

~~EXHIBIT~~This ~~INDEX~~ risk factor is especially significant because we believe some of the conduct mentioned above has occurred, which has prompted us to file complaints with FINRA (the Financial Industry Regulatory Authority) and a federal complaint in U.S. District Court, Central District of California, against the promoters, broker-dealers, and others who we believe have engaged in such conduct with our stock.

Exhibit Number	Description	Exhibit
3.1	Certificate of Incorporation dated February 15, 2005 *
3.2	Certificate of Amendment of Certificate of Incorporation dated April 21, 2005 *
3.3	Amended and Restated Certificate of Incorporation dated October 26, 2005*
3.4	Bylaws*
10.1	Software Development Agreement*
10.2	Consulting Agreement, dated as of December 1, 2006, between the Registrant and Joseph King *
10.3	Lease with Camidor Properties*
10.4	Amendment No. 1 to Lease with Camidor Properties**
10.5	Registrant and Cota LLC, a Delaware limited liability company	Filed herewith
14	Code of Ethics**
31	Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

We have not paid and do not currently plan to pay dividends on our common stock.

*Some investors favor companies that pay dividends on their common stock, particularly in general downturns in the stock market. We have not declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings for funding growth, and we do not currently anticipate paying cash dividends on our common stock in the foreseeable future.

~~Previously filed as exhibits to our registration statement on Form SB-2, file number 3333-139751, filed December 29, 2006.~~24

**Provisions in our corporate charter and under Delaware law are favorable to our directors.

~~Previously~~Pursuant ~~filed~~to our certificate of incorporation, members of our management and Board of Directors will have no liability for violations of their fiduciary duty of care as ~~exhibits~~officers and directors, except in limited circumstances. This means that you may be unable to prevail in a legal action against our ~~Annual~~officers ~~Report~~or ondirectors ~~Form 10-KSB~~even ~~filed~~if ~~February 12~~you believe they have breached their fiduciary duty of care. In addition, ~~2008~~our certificate of incorporation allows us to indemnify our officers and directors from and against any and all expenses or liabilities arising from or in connection with their serving in such capacities with us. This means that if you were able to enforce an action against our directors or officers, in all likelihood we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay.

22Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Act”), we furnished, at October 31, 2009, a report by our management on our internal control over financial reporting. The internal control report must contain (i) a statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting, (ii) a statement identifying the framework used by management to conduct the required evaluation of the effectiveness of our internal control over financial reporting, and (iii) management's assessment of the effectiveness of our internal control over financial reporting as of the end of our most recent fiscal year, including a statement as to whether or not internal control over financial reporting is effective. A requirement for a statement that the Company’s independent auditors have issued an attestation report on management’s assessment of internal control over financial reporting has been delayed but will become a future requirement.

In order to achieve compliance with Section 404 of the Act within the prescribed period, we will need to engage in a process to document and evaluate our internal control over financial reporting, which will be both costly and challenging. In this regard, management will need to dedicate internal resources, engage outside consultants and adopt a detailed work plan to (i) assess and document the adequacy of internal control over financial reporting, (ii) take steps to improve control processes where appropriate, (iii) validate through testing that controls are functioning as documented and (iv) implement a continuous reporting and improvement process for internal control over financial reporting. We can provide no assurance as to our, or our independent auditors’, conclusions at the prescribed periods with respect to the effectiveness of our internal control over financial reporting under Section 404 of the Act. There is a risk that neither we nor our independent auditors will be able to conclude at the prescribed period that our internal controls over financial reporting are effective as required by Section 404 of the Act. Moreover, as our senior management and board of directors is extremely limited, we may not be able to adequately comply with these requirements unless we are able to augment both our senior management and our board of directors, and there can be no assurance that we will be able to do so in a timely manner, or at all.

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

On December 3, 2009 we sold 20,000 shares of our common stock for the purchase price of $7,410 in an offshore transaction outside the United States to a non-US person in an offshore transaction (as defined in Regulation S) pursuant to an exemption from registration provided by Regulation S under the Securities Act.

Item 3. Defaults Upon Senior Securities

One of our noteholders has agreed to forebear on the collection of a promissory entered into on September 1, 2007 with the company. As consideration for a six (6) month extension of the loan term, the parties agreed to the following: (i) The interest rate listed was changed from a fixed rate of 12% per annum to 15% per annum, with payments due on the 15th of each month; (ii) the conversion rights of the principal and unpaid interest remained, but the conversion rate was repriced at thirty cents ($0.30) per share; and (iii) the company also agreed, in consideration of its appreciation of her assistance and cooperation in extending this loan, to grant the noteholder stock equivalent to the amount of shares which would be purchased by a 10% interest “payment” on her loan. This amount, $10,000.00 (or 10% of the loan) yielded 50,000 shares of stock at a price of $0.20 per share. This was a one time nonrefundable and additional “interest” on her loan. The $100,000 loan, with accrued unpaid interest of approximately $9,000, was due March 1, 2009 and has not yet been repaid.

Item 6. Exhibits

The following exhibits are either attached hereto or incorporated herein by reference as indicated:

Exhibit Number		Exhibit	Description
	3.1	Certificate of Incorporation dated February 15, 2005 *
	3.2	Certificate of Amendment of Certificate of Incorporation dated April 21, 2005 *
	3.3	Amended and Restated Certificate of Incorporation dated October 26, 2005*
	3.4	Certificate of Amendment of Certificate of Incorporation of GWS Technologies dated June 30, 2008**
	3.5	Certificate of Amendment of Certificate of Incorporation of GWS Technologies dated October 13, 2008***
	3.6	Bylaws*
	10.1	Amendment No. 1 to Lease with Camidor Properties**
	14	Code of Ethics**
	31	Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

* Previously filed as exhibits to our registration statement on Form SB-2, file number 3333-139751, filed December 29, 2006.

** Previously filed as exhibits to our Annual Report on Form 10-KSB filed February 12, 2008.

*** Previously filed as exhibits to our Annual report on Form 10-K filed February 16, 2010.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GWS Technologies, Inc.

Date:March 19, 2010	By:	/s/ Richard Reincke
		Chief Executive Officer/Chief Financial Officer
		(Principal Financial Officer and Authorized Officer)

EXHIBIT INDEX

Exhibit Number		Exhibit	Description
	3.1	Certificate of Incorporation dated February 15, 2005 *
	3.2	Certificate of Amendment of Certificate of Incorporation dated April 21, 2005 *
	3.3	Amended and Restated Certificate of Incorporation dated October 26, 2005*
	3.4	Certificate of Amendment of Certificate of Incorporation of GWS Technologies dated June 30, 2008**
	3.5	Certificate of Amendment of Certificate of Incorporation of GWS Technologies dated October 13, 2008***
	3.6	Bylaws*
	10.1	Amendment No. 1 to Lease with Camidor Properties**
	14	Code of Ethics**
	31	Certification pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

* Previously filed as exhibits to our registration statement on Form SB-2, file number 3333-139751, filed December 29, 2006.

** Previously filed as exhibits to our Annual Report on Form 10-KSB filed February 12, 2008.

*** Previously filed as exhibits to our Annual report on Form 10-K filed February 16, 2010.

Filing Compare · GWS Technologies, Inc.