UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~DECEMBER 3031, 2012

. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number: 000-54602

MAINSTREAM ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

FLORIDA	20-3687391
Florida	20-3687391
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11637 ORPINGTON STREET ORLANDO, FLORIDA	32817
401 East Fourth Street Building 6 Bridgeport, Pennsylvania	19405
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (~~407~~610) ~~207~~292-~~0400~~0909

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

~~Yes X~~ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 No of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X . No .

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-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 .¨ Accelerated filer .¨ Non-accelerated filer .¨ ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ~~X .~~x

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

~~Yes .~~At ~~No X~~ February 12, 2013, there were 55,200,000 shares of the Issuer's common stock outstanding.

At August 1, 2012, there were 3,051,870 shares of the Issuer's common stock outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Consolidated Financial Statements	F-1
	Balance Sheets (Unaudited)	F-1
	Statements of Operations (unaudited)	F-2
	Statements of Cash Flows (unaudited)	F-3
	Notes to Financial Statements (unaudited)
	Statement of Changes in Stockholders' Deficit (unaudited)	F-5
Item 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
	Notes to Financial Statements (unaudited)	F-6
Item 3.	Quantitative And Qualitative Disclosures About Market Risk
Item 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	1
Item 4.	Controls and Procedures
Item 3.	Quantitative And Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
PART II
Item 1.	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	10

2Item 1. Consolidated Financial Statements

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Mainstream Entertainment, Inc.

(A Development Stage Company)

Balance Sheets

As of ~~June~~December 3031, 2012 and September 30, ~~2011~~2012

(Unaudited)

	December 31, 2012			September 30, 2012
ASSETS:	(unaudited)			(audited)
Current assets:
Cash	$	15		$	456
Prepaid expense		--			61
Total current assets		15			517

Assets to be discontinued: Note receivable		2,555			2,555
Recording equipment held for sale, net of accumulated depreciation of $20,445 and $19,340 respectively		1,105			2,210
Total assets to be discontinued		3,660			4,765

TOTAL ASSETS	$	3,675		$	5,282

LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities:
Accounts payable and accrued liabilities	$	79,477		$	75,008
Accrued interest – related party		45,506			43,174
Notes payable – related party		155,617			145,231
Subscription Payable		--			37,522
Total Current Liabilities		280,600			300,935

Stockholders' Deficit:

Common Stock, $.001 par value; 100,000,000 shares authorized, 53,051,870 and 3,051,870, respectively shares issued and outstanding		53,052			3,052
Additional paid in capital		423,486			423,386
Deficit accumulated during the development stage		(753,463	)		(722,091	)
Total stockholders' deficit		(276,925	)		(295,653	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,675		$	5,282

		June 30, 2012		September 30, 2011
ASSETS:
Current assets:
Cash	$	105	$	6
Accounts receivable		2,555		-
Prepaid expense		61		61
Total current assets		2,721		67
Equipment, net of accumulated depreciation of $17,958 and $13,814 respectively		3,592		7,736
TOTAL ASSETS	$	6,313	$	7,803
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current liabilities:
Accounts payable and accrued liabilities	$	73,680	$	61,643
Accrued interest – related party		49,579		41,752
Notes payable – related party		160,310		159,039
Total Current Liabilities		283,569		262,434
Stockholders' Deficit:
Common Stock, $.001 par value; 100,000,000 shares authorized, 3,051,870 shares issued and outstanding		3,052		3,052
Additional paid in capital		423,286		422,986
Deficit accumulated during the development stage		(703,594)		(680,669)
Total stockholders' deficit		(277,256)		(254,631)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,313	$	7,803

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

3F-1

Mainstream Entertainment, Inc.

(A Development Stage Company)

Statements of Operations

For the three ~~and nine~~ months ended ~~June~~December 3031, 2012 and 2011, and

the period from October 7, 2005 (Inception) through ~~June~~December 3031, 2012

(~~Unaudited~~unaudited)

	Three Months Ended June 30,								Nine Months Ended June 30,				October 7, 2005 (Inception) Through June 30,
	Three Months Ended December 31,							October 7, 2005 (Inception) Through December 31,
	2012			2011				2012				~~2011~~	~~2012~~
Revenue:	$	14,000		$	-		$	36,000			$	-	$	36,471
Expenses:
Cost of Revenue		560			-			1,400				-		1,400
General and administrative expenses	$	25,331		$	14,608			$	251,445
Gross Profit		13,440			-			34,600				-		35,071
Other Income (Expense):
Expenses: Operating expenses
Forgiveness of debt		---			---				1,215
General and administrative expenses		8,533			6,044			39,723				38,834		512,323
Interest income		---			---				2
Depreciation expense		1,381			1,381			4,144				4,144		89,984
Interest expense		(4,875	)		(4,514	)			(87,748	)
Impairment of fixed assets		-			-			-				-		86,850
Penalties		---			---				(600	)
Total operating expenses		9,914			7,425			43,867				42,978		689,157
Total other income (expense)		(4,875	)		(4,514	)			(87,131	)
Other Income (Expense):
Net Loss from continuing operations		(30,206	)		(19,122	)			(338,576	)
Forgiveness of debt		-			1,215			-				1,215		15,418
Discontinued operations
Interest income		-			-			-				-		2
Loss from discontinued operations		(1,166	)		(415	)			(414,887	)
Interest expense		(4,551)			(3,970)			(13,658)				(10,986)		(77,765)
Net loss	$	(31,372	)	$	(19,537	)		$	(753,463	)
Penalties		-			-			-				-		(600)
Loss from continuing operations per Common Share - Basic and Diluted	$	---		$	(0.01	)
Total other income (expense)		(4,551			(2,755)			(13,658)				(9,771)		(62,945)
Loss from discontinued operations per Common Share - Basic and Diluted	$	---		$	---
Net loss before extraordinary item		(1,025)			(10,180)			(22,925)				(52,749)		(717,031)
Net loss per Common Share - Basic and Diluted	$	---		$	(0.01	)
Extraordinary item		-			-			-				-		13,437
Per Share Information:
Net Loss	$	(1,025)		$	(10,180)		$	(22,925)			$	(52,749)	$	(703,594)
Weighted Average Number of Common Stock
Net Loss before per Common Share - Basic and Diluted	$	(.00)		$	(.00)		$	(.01)			$	(.02)
Shares Outstanding - Basic and Diluted		53,051,870			3,051,870
Per Share Information:
Weighted Average Number of Common Stock Shares Outstanding - Basic and Diluted
		3,051,870			3,051,870			3,051,870				3,051,870

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

4F-2

Mainstream Entertainment, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011 and

the period from October 7, 2005 (Inception) through ~~June~~December 3031, 2012

(~~Unaudited~~unaudited)

	Nine months ended June 30,						October 7, 2005 (inception) to June 30,
	Three months ended December 31,						October 7, 2005 (inception) to December 31,
	2012			2011			2012
Cash Flows from Operating Activities:
Net loss	$	(22,925)		$	(52,749)		$	(703,594)
Loss from continuing operation	$	(30,206	)	$	(19,122	)	$	(338,576	)
Adjustments to reconcile net loss to cash used in operating activities:
Loss from discontinued operations		(1,166	)		(415	)		(414,887	)
Depreciation		4,144			4,144			89,984
Adjustments to reconcile net loss to cash used in operating activities:
Imputed rent		300			300			1,302
Depreciation		1,105			1,381			92,471
Loss on equipment		-			-			33,018
Imputed rent		100			100			1,502
Forgiveness of accrued rent		-			-			(13,662)
Loss on equipment		––			––			33,018
Forgiveness of debt by third party		-			(1,215)			(1,756)
Forgiveness of accrued rent		––			––			(13,662	)
Extraordinary gain on insurance claim		-			-			(13,437)
Forgiveness of debt by third party		––			––			(1,756	)
Impairment of fixed assets		-			-			86,850
Extraordinary gain on insurance claim		––			––			(13,437	)
Bad Debt		-			-			54
Impairment of fixed assets		––			––			86,850
Changes in:
Bad Debt		61			––			115
Accounts receivable		-			-			(54)
Changes in:
Deposit		-			-			(6,000)
Accounts receivable		––			––			(2,609	)
Prepaid expenses & other current assets		(2,555)			-			(2,619)
Deposit		––			––			(6,000	)
Accounts payable & accrued expense		19,864			13,829			147,505
Prepaid expenses & other current assets		––			(1,620	)		(64	)
Net Cash Flows Provided by (Used in) Operations		(1,172)			(35,691)			(382,409)
Customer deposits		––			19,500			––
Cash Flows from Investing Activities:
Accounts payable & accrued expense		6,801			7,397			149,229
Proceeds from sale of equipment		-			-			432
Net Cash Flows Provided by (Used in) Operations		(23,305	)		7,221			(427,806	)
Proceeds from insurance claim		-			-			166,701
Cash Flows from Investing Activities:
Purchase of fixed assets		-			-			(17,982)
Proceeds from sale of equipment		––			––			432
Issuance of advances and notes receivable		-			-			(100)
Proceeds from insurance claim		––			––			166,701
Expenditures on construction in progress		-			-			(116,160)
Purchase of fixed assets		––			––			(17,982	)
Net Cash Flows Provided by (Used in) Investing activities		-			-			32,891
Issuance of advances and notes receivable		––			––			(100	)
Cash Flows from Financing Activities:
Expenditures on construction in progress		––			––			(116,160	)
Cash borrowings from related parties		8,250			36,500			506,541
Net Cash Flows Provided by (Used in) Investing activities		––			––			32,891
Principal payments on related party debt		(6,979)			(828)			(197,242)
Cash Flows from Financing Activities:
Cash contributions from former parent company		-			-			45,824
Cash borrowings from related parties		10,386			50			516,927
Distributions to owners		-			-			(5,500)
Principal payments on related party debt		––			(6,008	)		(212,321	)
Net Cash Flows Provided by (Used in) Financing activities		1,271			35,672			349,623
Cash contributions from former parent company		––			––			45,824
Net Increase (Decrease) in Cash		99			(19)			105
Issuance of common stock		12,478			––			50,000
Cash and cash equivalents-Beginning of period		6			85			-
Distributions to owners		––			––			(5,500	)
Cash and cash equivalents-End of period	$	105		$	66		$	105
Net Cash Flows Provided by (Used in) Financing activities		22,864			(5,958	)		394,930
Net Increase (Decrease) in Cash		(441	)		1,263			15
Cash and cash equivalents-Beginning of period		456			6			––
Cash and cash equivalents-End of period	$	15		$	1,269		$	15

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

5F-3

Mainstream Entertainment, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011 and

the period from October 7, 2005 (Inception) through ~~June~~December 3031, 2012

		Nine months ended June 30,					October 7, 2005 (inception) to June 30,
		2012			2011		2012
SUPPLEMENTARY INFORMATION
Interest Paid	$		9,083	$		9,900	$	18,189
Income Taxes Paid	$		-	$		-	$	-
Non-cash transactions
Sale of fixed assets paid directly to note holder	$		-	$		-	$	5,000
Equipment purchased by owners	$		-			-		162,998
Equipment purchased for notes payable			-			-		75,000
Issuance of shares from spin off from parent company			-			-		3,052
Debt extinguished for equity			-			-		210,025
Related party receivable exchanged for shareholder debt			-			102		102

(unaudited)

	Three months ended December 31,					October 7, 2005 (inception) to December 31,
	2012		2011			2012

SUPPLEMENTARY INFORMATION
Interest Paid	$	491		$	1,182	$	31,885
Income Taxes Paid	$	––		$	––	$	––

Non-cash transactions
Sale of fixed assets paid directly to note holder	$	––		$	––		5,000
Equipment purchased by owners	$	––			––		162,998
Equipment purchased for notes payable		––			––		75,000
Issuance of shares from spin off from parent company		––			––		3,052
Debt extinguished for equity		––			––		210,025
Common stock subscription		37,522			––		37,522
Related party receivable exchanged for shareholder debt		––			––		102

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

6F-4

Mainstream Entertainment, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the period from October 7, 2005 (Inception) through ~~June~~December 3031, 2012

							Deficit
							Accumulated
	Common Stock				Additional		During the		Total
	Shares		Amount		Paid-in Capital		Development Stage		Stockholders Deficit
Inception to October 7, 2005
Founders shares		3,051,870	$	3,052	$	(3,052)	$	-	$	-
Fixed Assets contributed from owner		-		-		143,467		-		143,467
Net Loss		-		-		-		(14,828)		(14,828)
Balances - September 30, 2006		3,051,870		3,052		140,415		(14,828)		128,639
Distributions to owners		-		-		(5,500)		-		(5,500)
Equipment contributed from owners		-		-		10,971		-		10,971
Expenses paid by owners		-		-		17,799		-		17,799
Cash contributions from owners		-		-		13,500		-		13,500
Net Loss		-		-		-		(78,220)		(78,220)
Balances - September 30, 2007		3,051,870		3,052		177,185		(93,048)		87,189
Cash contributions from owners		-		-		32,324		-		32,324
Expenses paid by owners		-		-		718		-		718
Equipment contributed from owners		-		-		1,732		-		1,732
Debt Extinguished by Parent Company		-		-		205,500		-		205,500
Net Loss		-		-		-		(205,086)		(205,086)
Balances - September 30, 2008		3,051,870	$	3,052	$	417,459	$	(298,134)	$	122,377
Expenses paid by owners		-		-		202		-		202
Credit card debt assumed by owners		-		-		4,525		-		4,525
Net Loss		-		-		-		(232,252)		(232,252)
Balances - September 30, 2009		3,051,870	$	3,052	$	422,186	$	(530,386)	$	(105,148)
Expenses paid by owners		-		-		400		-		400
Net Loss		-		-		-		(78,122)		(78,122)
Balances - September 30, 2010		3,051,870	$	3,052	$	422,586	$	(608,508)	$	(182,870)
Expenses paid by owners		-		-		400		-		400
Net Loss		-		-		-		(72,161)		(72,161)
Balances - September 30, 2011		3,051,870	$	3,052	$	422,986	$	(680,669)	$	(254,631)
Expenses paid by owners		-		-		300		-		300
Net Loss		-		-		-		(22,925)		(22,925)
Balances - June 30, 2012		3,051,870	$	3,052	$	423,286	$	(703,594)	$	(277,256)

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

Mainstream Entertainment, Inc.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

								Deficit
								Accumulated
	Common Stock				Additional			During the			Total
	Shares		Amount		Paid-in Capital			Development Stage			Stockholders Deficit
Inception to October 7, 2005
Founders shares		3,051,870	$	3,052	$	(3,052	)	$	––		$	––
Fixed Assets contributed from owner		––		––		143,467			––			143,467
Net Loss		––		––		––			(14,828	)		(14,828	)
Balances - September 30, 2006		3,051,870		3,052		140,415			(14,828	)		128,639
Distributions to owners		––		––		(5,500	)		––			(5,500	)
Equipment contributed from owners		––		––		10,971			––			10,971
Expenses paid by owners		––		––		17,799			––			17,799
Cash contributions from owners		––		––		13,500			––			13,500
Net Loss		––		––		––			(78,220	)		(78,220	)
Balances - September 30, 2007		3,051,870		3,052		177,185			(93,048	)		87,189
Cash contributions from owners		––		––		32,324			––			32,324
Expenses paid by owners		––		––		718			––			718
Equipment contributed from owners		––		––		1,732			––			1,732
Debt Extinguished by Parent Company		––		––		205,500			––			205,500
Net Loss		––		––		––			(205,086	)		(205,086	)
Balances - September 30, 2008		3,051,870	$	3,052	$	417,459		$	(298,134	)	$	122,377
Expenses paid by owners		––		––		202			––			202
Credit card debt assumed by owners		––		––		4,525			––			4,525
Net Loss		––		––		––			(232,252	)		(232,252	)
Balances - September 30, 2009		3,051,870	$	3,052	$	422,186		$	(530,386	)	$	(105,148	)
Expenses paid by owners		––		––		400			––			400
Net Loss		––		––		––			(78,122	)		(78,122	)
Balances - September 30, 2010		3,051,870	$	3,052	$	422,586		$	(608,508	)	$	(182,870	)
Expenses paid by owners		––		––		400			––			400
Net Loss		––		––		––			(72,161	)		(72,161	)
Balances - September 30, 2011		3,051,870	$	3,052	$	422,986		$	(680,669	)	$	(254,631	)
Expenses paid by owners		––		––		400			––			400
Net Loss		––		––		––			(41,422	)		(41,422	)
Balances - September 30, 2012		3,051,870		3,052		423,386			(722,091	)		(295,653	)
Expenses paid by owners		––		––		100			––			100
Net Loss		––		––		––			(31,372	)		(31,372	)
Issuance of common stock		50,000,000		50,000		––			––			50,000
Balances - December 31, 2012		53,051,870	$	53,052	$	423,486		$	(753,463	)	$	(276,925	)

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

F-5

NOTE 1 – NATURE OF OPERATIONS

Mainstream Entertainment, Inc. (f/k/a Skreem Studios, Inc and Skreem Studios LLC) (the “Company”) was originally formed in Florida on October 7, 2005 as a limited liability company. The ~~with~~Company’s ~~the~~initial ~~beneficial~~business ~~interest~~was ~~held~~the byoperation ~~two~~ of ~~the~~a ~~Company’s~~recording ~~shareholders~~studio, ~~Jeffrey~~which ~~Martin~~began ~~and Tony Harrison. The Company initiated~~ pre-commencement activity in May 2006, renting and operating a studio facility, ~~acquiring~~through ~~equipment~~April 2009, ~~building~~commencing ~~out~~operations ~~two~~in ~~studios~~April 2007 and ~~incurring~~recording ~~other~~nominal ~~pre-operational~~revenues ~~expenses~~for studio usage and for music production from March 2008 through June 2012. Effective OnJanuary ~~April 1~~25, ~~2007~~ 2013 a closing occurred on a stock purchase agreement whereby equity members of First Power & Light, LLC, a Delaware Limited Liability Company, acquired controlling interest of the Company. Under ~~was~~new ~~acquired~~control, bythe ~~Insight~~business ~~Management~~focus ~~Corporation~~of ~~(f/k/~~the Company will be changing from being a ~~Skreem~~music ~~Records~~entertainment ~~Corporation)~~production ~~under~~company ~~the~~to ~~purchase~~a ~~method~~U.S. residential and ~~commenced~~commercial ~~business~~solar ~~operations~~developer, offering solar power solutions to residential and commercial customers across the U. S.

On April 1, 2007 the Company was acquired by Insight Management Corporation (f/k/a Skreem Records Corporation) under the purchase method. On June 27, 2008, the majority stockholders authorized a name and entity change from Skreem Studios, LLC to Skreem Studios, Inc. On July 1, 2008, Insight Management Corporation commenced a reverse spin-off of Skreem Studios, Inc., whereby the shareholders of record received one share of Skreem Studios, Inc. for each share owned of Insight Management. Insight Management Corporation, as of July 1, 2008, is no longer related to the Company. On August 2, 2010, the Board of Directors authorized a name change from Skreem Studios, Inc. to Mainstream Entertainment, Inc. ~~The financial statements report activity of the Company from its inception on October 7, 2005.~~

~~The~~On July 4, 2012, Mainstream Entertainment, Inc. entered into a letter of intent to acquire all the ownership interest in First Power & Light, LLC, a Delaware Limited Liability Company (“First Power”) pursuant to which the owners of First Power would receive 50,000,000 shares of the Company’s ~~business~~common isstock (representing 94.2% of the ~~operation~~Company’s outstanding common stock). On September 20, 2012, the Company entered into a Stock Purchase Agreement in connection with the transactions contemplated by the Letter of Intent, which was subsequently modified and clarified by a ~~recording~~First ~~studio~~Addendum to Stock Purchase Agreement entered into on January 4, 2013 (collectively, the “Stock Purchase”), whereby it agreed to issue 50,000,000 shares of restricted common stock to the members of First Power at $0.01 per share, for the aggregate sum of $50,000. A total of $37,522 was received prior to September 30, 2012 with the remaining $12,478 received subsequent to September 30, 2012. The shares were physically issued by the Company ~~plans~~on October 26, 2012; however, certain closing conditions were required to ~~generate~~occur ~~revenue~~prior byto ~~providing~~the closing of the ~~facility~~Stock Purchase and ~~related~~as ~~recording~~such, ~~services~~the shares were held in escrow pending the closing. The ~~Company~~conditions ~~leased~~which ~~two~~were ~~studio~~required ~~facilities~~to ~~located~~occur atprior ~~7648~~to ~~Southland~~the ~~Boulevard~~closing of the transaction (unless waived by the parties) included the Company being DTC eligible, ~~Orlando~~First Power obtaining an audit of its financial statements, ~~Florida~~the Company being current in its periodic filings, ~~Suite/Studio~~the ~~104~~Company not being subject to any legal proceedings and ~~Suite/Studio~~the ~~105~~assumption by First Power of all of the liabilities of the Company. On Effective ~~April~~January 1525, ~~2009~~2013, the ~~Board~~parties ofentered ~~Directors~~into ~~decided~~a Closing Confirmation agreement, pursuant to ~~suspend~~which ~~operations~~the ~~with~~parties agreed to waive any closing conditions of the ~~intention~~Letter of ~~resuming~~Intent ator aStock ~~different~~Purchase, ~~location~~which athad anot ~~future~~occurred as of that date and to close the transactions contemplated by the Stock Purchase. As ~~The~~such, effective January 25, 2013, the Stock Purchase closed and the shares were released from escrow (pending the requirement that the members of First Power execute confirmation letters and certify certain representations to enable the Company ~~resumed~~to ~~operations~~claim onan ~~December~~exemption ~~15,~~from ~~2011~~ registration provided by Rule 506 of the Securities Act of 1933, ~~upon~~as ~~receipt~~amended for the issuance of ~~additional~~the ~~funding~~shares). The closing of the transactions contemplated by the Stock Purchase constituted a change in control of the Company.

The Company currently anticipates entering into a share exchange agreement with First Power and the members of First Power to acquire the shares of First Power (which is in the solar power solutions business), which agreement is anticipated to be contingent on First Power obtaining audited financial statements and assuming the closing of such share exchange agreement, the Company anticipates taking action to change its name to “First Power & Light, Inc.” The Company has moved its headquarters to 401 East 4th Street, Bridgeport, PA 19405.

The financial statements report activity of the Company from its inception on October 7, 2005. Since as of the date of this report the decision has been made and announced to wind down music production, all business revenues and expenses associated with the operation of the music production business are reported as a loss from discontinued operations (see Note 4, Discontinued Operations). As a result, certain line items in our balance sheets, statements of operations and our statements of cash flows have been reclassified to conform to the current presentation.

F-6

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared utilizing the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Under this method, revenues are recognized when earned and expenses are recorded when liabilities are incurred. Certain amounts included in the 2011 financial statement have been reclassified to conform to the 2012 financial statement presentation.

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided or product delivered and installed, the price is fixed or determinable, all contractual obligations have been satisfied, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided. As of ~~June~~December 3031, 2012, no significant revenue has been recorded. We recognize revenue when the solar power systems have been installed.

Recognition of Contract Income—The Company recognizes revenue on long-term contracts on the percentage-of-completion method of accounting, which is measured by the percentage of cost incurred to date to total estimated cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contract. Total costs are taken from management estimates without audit on individual contracts. Contract costs include all direct material, labor, subcontract costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, equipment repairs and expense, insurance, and depreciation. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. As of December 31, 2012, no long-term contracts have been executed.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Concentrations of Risk

~~The~~General ~~rental~~adverse ofoverall ~~professional~~economic ~~recording~~conditions ~~studios~~such ~~and~~as ~~provision~~high ofemployment ~~related~~levels, ~~services~~low isconsumer ~~highly competitive~~confidence, ~~with~~limited ~~over~~credit aavailability, ~~dozen~~poor ~~studios~~business ~~operating~~conditions, instock ~~the~~market ~~metropolitan~~volatility, ~~Orlando~~weather ~~area. Major~~conditions, ~~factors~~acts ~~that~~of ~~contribute~~terrorism, tothreats ~~success~~of ~~are quality~~war, ~~convenience,~~and ~~service~~interest and ~~price. The~~tax ~~cost~~rates ofcould ~~providing~~reduce ~~high~~consumer ~~quality~~spending ~~service~~or ~~includes~~cause ~~the~~consumers ~~acquisition of technologically current equipment in an environment that is built~~ to ~~provide~~shift ~~good~~their ~~acoustics,~~spending ~~which~~away ~~makes~~from itsolar ~~difficult~~energy ~~to compete with price~~products. ~~There~~ If ~~can be no assurance that~~ the ~~Company~~economic ~~will~~conditions becontinue ~~able~~ to ~~compete~~be ~~against~~adverse ~~the~~or ~~established studios~~worsen, ~~particularly in~~ the ~~current~~Company ~~economic~~may ~~environment~~experience inmaterial ~~which~~adverse ~~there~~impacts ison ~~downward~~our ~~price pressure. This competition may adversely affect the Company’s~~ business, operating results ~~of operations~~ and financial condition.

The Company’s ~~performance~~growth ~~will~~and continued operations could be ~~substantially~~impaired ~~dependent~~by limitations on access to capital markets. If the ~~performance~~market for securities were to weaken for an extended period of ~~its~~time, ~~executive~~the ~~officer~~Company’s ~~and~~ability ~~engineer~~to raise capital will be substantially reduced. Even if the market for securities were not to weaken, ~~Justin~~there ~~Martin~~is ~~and~~no ~~Charles~~assurance ~~Camorata~~that a market for the Company’s stock will exist in the future. The ~~loss~~Company, ofwhile operating in the ~~services~~music ofentertainment ~~its~~industry, ~~executive~~has ~~officer~~generated orlimited ~~key~~revenues ~~employee~~from operations, ~~particularly~~has inincurred substantial expenses and has sustained losses. In addition, as the ~~early~~focus ~~stages~~shifts to the solar energy industry, management expects to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. Previously the Company’s financing of ~~operation~~cash flows has been dependent on loans from one of its principal shareholders. This funding will not be maintained and ~~development,~~if ~~could~~third ~~have~~party funding is not obtained there will be a material effect on its business, results of operations orand financial condition. ~~The~~ To meet the need for capital, the Company ~~does~~plans to seek out debt and/or equity financing in the future; however, there are not ~~maintain~~currently ~~key~~any ~~man~~specific ~~life~~plans ~~insurance~~to ~~covering~~raise ~~either~~such additional financing, and such additional funding may not be available on favorable terms, if at all. The sale of ~~them~~additional equity securities, if undertaken by the Company and if accomplished, may result in dilution to our shareholders.

8The Company’s executive officers and key shareholder control approximately 70% of the Company’s outstanding common stock. Accordingly, the Company’s executive officers and key shareholder hold significant influence over the Company on matters submitted to the stockholders for approval, including the election of Directors, mergers, consolidations, the sale of all or substantially all of its assets, and also the power to prevent or cause a change in control.

The Company’s financing of cash flows is dependent on loans from its principal shareholder. The loss of this funding could have a material effect on its business, results of operations and financial condition.F-7

The Company’s ~~executive~~currently ~~officers~~anticipate entering into a share exchange agreement with First Power and ~~key~~the ~~shareholders~~First ~~control~~Power ~~approximately~~members ~~94%~~with the goal of ~~the~~acquiring ~~Company~~First Power’s ~~outstanding~~assets ~~Common~~and ~~Stock~~operations. ~~Accordingly,~~ The ~~the~~closing ~~Company’s~~of ~~executive~~that ~~officers~~transaction ~~and~~is anticipated to be dependent on several ~~key~~factors, ~~shareholders~~including, ~~hold~~but ~~significant~~not ~~influence~~limited ~~over~~to First Power obtaining an audit of its financial statements. In the event the Company onis ~~matters~~not ~~submitted~~able to ~~the~~acquire ~~stockholders~~First ~~for approval~~Power, ~~including~~or ~~the~~such ~~election~~share ofexchange ~~directors,~~proves ~~mergers,~~too ~~consolidations~~costly, management may be forced to abandon the ~~sale~~planned ofsolar ~~all~~power orsolutions ~~substantially~~operations ~~all~~and ofmay ~~its~~be ~~assets~~forced to further modify the business plan. As a result, ~~and~~in ~~also~~the event the ~~power~~Company is not able to ~~prevent~~acquire orthe ~~cause~~shares aof ~~change~~First Power, any investment in ~~control~~the Company could become worthless.

~~The~~Market ~~Company’s~~risk ~~growth~~exists ~~and~~both ~~continued~~in ~~operations~~terms ~~could~~of bethe ~~impaired~~development byof ~~limitations~~new oncustomer ~~access~~relationships towith ~~capital~~a ~~markets. If~~start-up ~~the~~company ~~market~~as ~~for~~well ~~securities~~as ~~were~~competition tofrom ~~weaken~~larger ~~for~~companies anwith ~~extended~~better ~~period~~capitalization. Fluctuations ofin ~~time,~~economic and market conditions that impact the ~~Company’s~~prices ~~ability~~of toconventional ~~raise~~and ~~capital~~non-solar ~~will~~renewable beenergy ~~substantially~~sources ~~reduced. Even~~could ifcause the ~~market~~demand for ~~securities~~solar ~~were~~energy ~~not~~systems to ~~weaken~~decline, ~~there~~which iswould nohave ~~assurance~~a ~~that~~negative aimpact ~~market~~on our business. If solar energy does not achieve widespread adoption or demand for solar energy systems fails to develop sufficiently, the Company’s ~~stock~~may ~~will~~not ~~exist~~be inable to grow at the ~~future~~rate anticipated by management. Demand may be influenced by affordability, functionality, appeal or opposition by existing alternate technologies.

Regulatory risk exists in the economic, technological, social and ecosystem environments. If the Company is late in its filings three times in any 24 month period and is de-listed from the OTCBB or is automatically delisted for failure of a market maker to quote the Company’s stock, it may become worthless. The reduction or elimination of government subsidies and incentives or delays or interruptions in the implementation of favorable federal or state laws could substantially increase the cost of our systems to future customers, resulting in a significant reduction in demand for the Company’s planned solar energy systems. Local ordinances subject to various concerns such as aesthetics, safety and taxation may hinder growth in various areas.

Technological risk exists in the development of cost-effective, functional and reliable solar energy systems relative to conventional (fossil, plant and mineral fuels) and other non-solar renewable (hydroelectric, wind, geothermal, solar thermal, concentrated solar and biomass) energy sources and products. The potential for failure to offer and market new products could cause operations to become uncompetitive or obsolete, which could prevent the Company from obtaining any sales, or increasing sales and becoming profitable.

Supply risk exists. In previous years global photovoltaic (“PV”) module supply has fluctuated, which has resulted in some price increases and limited availability for solar PV modules. While the risk factors of future shortages have lessened due to multiple manufacturing circumstances, management believes future supply problems are a possibility that must be taken into account.

Workforce risks exists that the Company will not be able to obtain qualified and capable managerial, operational and financial personnel in the regions where needed at a rate of compensation that can be maintained to achieve profitability. The Company’s performance will be substantially dependent on the performance of its executive officers, Malcolm N. Adler and Thomas Moore. The loss of the services of either of its executive officers and key employees, particularly in the early stages of operation and development, could have a material effect on its business, results of operations or financial condition. The Company does not maintain key man life insurance covering either of them.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of ~~June~~December 3031, 2012 and September 30, ~~2011~~2012, there were no cash equivalents.

~~Capitalized Production Costs~~Inventory

~~Capitalized~~Inventory ~~production~~is ~~costs~~stated ~~include~~at ~~capitalizable~~the ~~direct~~lower ~~costs~~of ~~such~~cost as(on ~~materials~~an ~~and~~average ~~labor~~basis) asor ~~well~~market asvalue. ~~direct~~We ~~overhead~~determine ~~expense~~cost ~~necessary~~based toon ~~produce~~the aweighted-average ~~finished~~purchase ~~product.~~price ~~Capitalized~~and ~~production~~include both the costs ~~are~~of ~~expensed~~acquisition ~~based~~and onthe shipping costs in inventory. We regularly review the ~~ratio~~cost of ~~the~~inventory ~~current~~against ~~period’s~~its ~~gross~~estimated ~~revenues~~market value and record a lower of cost or market write-down to ~~the~~cost ~~remaining~~of ~~total~~goods ~~gross~~sold, ~~revenue~~if ~~expected~~any ~~from~~inventory has a cost in excess of estimated market value. Net realizable value is the ~~sale~~estimated selling price in the ordinary course of abusiness, ~~specific~~less ~~product~~estimated costs to complete and dispose.

Prepaid Expenses

Prepaid expenses are advance payments for products or services that will be used in operations during the next twelve months.

F-8

Subscription Payable

During the 2012 fiscal year, the Company entered into a Stock Purchase Agreement to sell 50,000,000 shares for $50,000 of capital. As of September 30, 2012, the Company had received $12,478, and recorded the remaining balance of $37,522 as a subscription payable at September 30, 2012. The remaining balance of $12,478 was collected in the quarter ended December 31, 2012.

Development Stage Company

The Company complies with FASB Pronouncements for its characterization of the Company as development stage.

Property, Equipment, and Improvements

Property and equipment are stated at cost less accumulated depreciation and valuation adjustments. Major additions and improvements are capitalized, and routine expenditures for repairs and maintenance are charged to expense as incurred. Fully depreciated assets are carried on the books until the date of disposal. Property sold or retired, and the related gain or loss, if any, is taken into income currently. Property that costs less than $500 is expensed as incurred.

Depreciation and Amortization

Depreciation is calculated according to the straight-line method over the estimated useful lives of the respective assets, which range from three to seven years for equipment and furnishings and over the life of the lease for leasehold improvements.

Impairment of Long Lived Assets

Long-lived assets are reviewed for impairment in accordance with the applicable FASB standard, "Accounting for the Impairment or Disposal of Long- lived Assets". Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.

Fair Value Measurements

On January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

·• Level 1. Observable inputs such as quoted prices in active markets;

• Level 12. ~~Observable~~Inputs, ~~inputs~~other ~~such~~than asthe quoted prices in active markets, that are observable either directly or indirectly; and

·• Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company values its fixed assets at their fair value if impairment is identified in accordance with the applicable FASB standard. The inputs that are used in determining the fair value of these assets are Level 23 inputs. ~~Inputs,~~These ~~other~~inputs ~~than~~consist of but are not limited to the ~~quoted~~following: estimates of prices infor ~~active~~similar assets according to web markets such as ebay, ~~that~~estimates ~~are~~of ~~observable~~the ~~either~~condition ~~directly~~of the property, estimates of the costs to get the assets ready for sale, etc. At September 30 2009, the company recognized impairment on their Studio Equipment to adjust the carrying value down to the fair value of $21,550. There were no impairment indicators as of December 31, 2012. No assets were re-valued at fair value on a recurring or ~~indirectly;~~non-recurring ~~and~~basis as of December 31, 2012.

·F-9

~~Level~~Research 3.and ~~Unobservable~~Development ~~inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.~~Costs

~~The~~Research ~~Company~~and ~~values~~development ~~its~~expenses, ~~fixed~~which ~~assets~~include ~~at their fair value if impairment is identified in accordance with~~ the ~~applicable~~cost ~~FASB~~of ~~standard.~~activities ~~The inputs~~ that are ~~used~~useful in ~~determining~~developing ~~the~~new ~~fair value of these assets are Level 3 inputs. These inputs consist of but are not limited to the following: estimates of prices for similar assets according to web markets such as ebay~~products, ~~estimates~~processes ofor ~~the condition of the property~~techniques, ~~and~~as ~~estimates~~well ofas ~~the~~expenses ~~costs to get the assets ready~~ for ~~sale,~~activities ~~etc.~~that Atmay ~~September~~significantly 30improve ~~2009,~~existing ~~the~~products ~~company~~or ~~recognized~~processes ~~impairment~~are onexpensed ~~their~~as ~~Studio~~incurred. ~~Equipment~~In ~~to adjust~~ the ~~carrying~~three ~~value~~months ~~down~~ended toDecember ~~the fair value of $21~~31,~~550.~~ ~~There~~2012 ~~were~~and no2011 ~~impairment~~and ~~indicators~~from ~~as of June 30~~inception, ~~2012. No~~the ~~assets~~Company ~~were~~has ~~re-valued~~incurred atno ~~fair~~research ~~value~~and ondevelopment ~~a recurring or non-recurring basis as of June 30, 2012~~costs.

Income Taxes

The Company accounts for income taxes under the applicable Financial Accounting Standards Board of Financial Accounting Standard No. 109, "Accounting for Income Taxes". Under the standard, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Current income tax provisions are made based on taxable income reported to federal and state taxing authorities. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. As of ~~June~~December 3031, 2012 and September 30, ~~2011~~2012, there were no current or deferred income tax expense or benefits.

For income tax reporting purposes, the Company uses accounting methods that recognize depreciation sooner than for financial statement reporting. As a result, the basis of property and equipment for financial reporting exceeds its tax basis by the cumulative amount that accelerated depreciation exceeds straight-line depreciation. Deferred income taxes have been recorded for the excess, which will be taxable in future periods through reduced depreciation deductions for tax purposes. A full valuation allowance has been taken on the deferred tax assets based on the Company’s determination that they are unlikely to pay income taxes in the future.

Cash paid for income taxes for the ~~nine~~three month periods ended ~~June~~December 3031, 2012 and 2011, respectively and from inception was $0.

Basic and Diluted Net Income Per Common Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti- dilutive nature of potential common stock equivalents. The Company had no common stock equivalents from inception through ~~June~~December 3031, 2012.

AsOn July 4, 2012 the Company executed a letter of ~~June~~intent and on September 20, 2012 the Company entered into a Stock Purchase Agreement whereby it agreed to sell 50,000,000 shares at $0.01 per share, or $50,000. These shares were not issued until October 26, 2012. At September 30, 2012 these shares were considered dilutive securities outstanding. As of December 31, 2012, there were no other potentially dilutive securities outstanding.

Stock Based Compensation

The Company accounts for stock-based employee compensation arrangements and for stock options issued to non-employees using the fair value method in accordance with the provisions of the applicable FASB standards.

The Company did not grant any stock options from inception through ~~June~~December 3031, 2012.

Advertising

Advertising costs are generally expensed as incurred. Total advertising cost for the ~~nine~~three month periods ended ~~June~~December 3031, 2012 and 2011, and from inception were $0, $0, and $4,440, respectively.

Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No.33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

F-10

In July 2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other -General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities,” which introduces new disclosure requirements for companies in order to provide information to help reconcile differences in the offsetting requirements. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The ASU will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, and must be shown for all periods presented on the balance sheet (i.e., applied retrospectively). This ASU is not expected to have any material impact to our financial statements.

In May 2011, the FASB ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The new standards retain the traditional fair value hierarchy already laid out in Topic 820 of FASB’s Accounting Standards Codification. The hierarchy identifies three levels of assets and liabilities, with the level of required disclosures essentially increasing as the associated valuations become less reliable: Level 1 assets and liabilities are valued according to a quoted price in an active market, generally without any adjustments; Level 2 assets and liabilities are valued based on “observable inputs” other than quoted active market prices, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and interest rates and yield curves; Level 3 assets and liabilities are valued based on “unobservable inputs,” such as a company’s own estimates and pricing models. These risky and illiquid assets and liabilities are subject to the most expansive disclosure requirements. The new standards provide three critical clarifications of how to apply the existing FV measurement and disclosure requirements: 1. Highest and best use. FV assumes that an asset is put to its “highest and best use.” 2. Instruments classified in shareholders’ equity. A company might classify certain instruments — such as equity instruments issued as part of a merger or acquisition — in its shareholders’ equity. 3. Disclosures about FV measurements. The new standards make clear that a company must disclose quantitative information about the unobservable inputs used in FV measurements of Level 3 items. Companies will be required to disclose how they measure the value of assets that are difficult to value because they can’t easily be sold in active markets. This could require the disclosure of information like the average weighted cost of capital, as well as a description of how the value could change if an unobservable input changes. Companies must prospectively apply the standards set forth in ASU 2011-04. The standards take effect for public companies during the interim and annual periods beginning after December 15, 2011. This ASU did not have any material impact to our financial statements.

NOTE 3 – GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses of $~~703~~753,~~594~~463 and has a working capital deficit of $280,~~848~~585 at ~~June~~December 3031, 2012. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management intends to finance these deficits through the sale of stock and profits from the new business activities.

~~NOTE 4 – DEVELOPMENT STAGE OPERATIONS~~F-11

~~The~~NOTE ~~Company~~4 ~~was~~– ~~formed~~DISCONTINUED October 7, 2005. Initial funding for the Company was provided by the parent’s principal stockholder via equity capital, direct debt capital and indirect/related party debt capital. The Company’s business operations commenced January 2, 2008 and were discontinued on April 15, 2009. Operations of the Company from inception have been devoted primarily to raising capital, obtaining financing, acquiring equipment, constructing improvements to the rented studio facilities, and administrative functions. Start-up and organization costs are expensed as incurred. The Company resumed operations on December 15, 2011 , upon the receipt of additional funding, but is still considered in the development stage. Transactions with shareholders and other related parties are described in other notes to these financial statements.OPERATIONS

~~NOTE~~Discontinued 5operations –are ~~RELATED~~presented ~~PARTY~~and ~~NOTES~~accounted for in accordance with Accounting Standards Codification (ASC) 360, “Impairment or Disposal of Long-Lived Assets,” (ASC 360). When a qualifying component of the Company is disposed of or has been classified as held for sale, the operating results of that component are removed from continuing operations for all periods presented and displayed as discontinued operations if: (a) elimination of the component’s operations from the Company’s ongoing operations has occurred (or will occur) and (b) significant continuing involvement by the Company in the component’s operations does not exist after the disposal transaction.

On February 26 8, ~~2008~~2013, ~~the~~we ~~Company’s~~announced ~~Parent Company as of~~ that ~~date,~~we ~~Skreem~~were ~~Records~~exiting ~~Corporation, issued 500,000 common shares of SRC stock to relieve notes payable on behalf of both~~ the ~~Company~~music ~~and~~entertainment ~~the Parent Company~~business. The ~~debt~~exit ~~relieved~~from ~~related to~~ the ~~Company~~music ~~was~~entertainment ~~$205,500.~~production ~~The~~business ~~debt relieved for the Parent Company~~ was ~~$44,500,~~essentially ~~for~~completed aat ~~total~~the ~~debt~~end ~~relieved~~of ~~for~~ the ~~parent~~December ~~and~~quarter ~~subsidiary~~ of ~~$250,000~~2012. The ~~relative~~exit ~~market~~from ~~value of~~ the ~~SRC~~music ~~stock~~entertainment atproduction ~~the~~and ~~time~~recording ofstudio ~~issuance~~business was ~~$0.50~~therefore ~~per~~classified ~~share. Therefore, no gain or loss on this extinguishment was recognized~~ as ~~the~~discontinued ~~consideration~~operations ~~given~~for upall byperiods ~~the~~presented ~~parent~~under in the ~~form~~requirements of ~~SRC~~ASC ~~stock was equal to the consideration received in relief of the notes payable of $250,000~~360. ~~This non-cash transaction was taken as a contribution from the parent in fiscal 2008.~~

11The assets and liabilities of discontinued operations are presented separately under the captions “Assets to be discontinued,” “Liabilities to be discontinued” and “Long-term liabilities to be discontinued operations,” respectively, in the accompanying balance sheets at December 31, 2012 and September 30, 2012. There were no liabilities to be discontinued and the assets to be discontinued at December 31, 2012 and September 30, 2012 consists of a note receivable in the amount of $2,555 and $2,555 and some recording equipment in the amounts of $1,105 and $2,210, respectively. In connection with the announcement of our exit from the music entertainment business, we reclassified certain assets as “Recording equipment held for sale,” in the accompanying consolidated balance sheets.

AtNOTE ~~June~~5 ~~30,~~– ~~2012~~DEVELOPMENT ~~and~~STAGE September 30, 2011, interest in the amounts of $49,579 and $41,752, respectively, is accrued on these notes. Interest expense for the nine months ended June 30, 2012 and 2011 , and from inception was $13,658, $10,986 and $77,765 , respectively.OPERATIONS

~~Short-term~~The Company was formed October 7, 2005. Initial funding for the Company was provided by the parent’s principal stockholder via equity capital, direct debt ascapital and indirect/related party debt capital. The Company’s business operations commenced January 2, 2008, studio operations were discontinued on April 15, 2009 while music entertainment production continued through the time of ~~June~~the 30business shift to solar energy in early 2013. Operations of the Company from inception have been devoted primarily to raising capital, obtaining financing, acquiring equipment, constructing improvements to the rented studio facilities, and administrative functions. Start-up and organization costs are expensed as incurred. The Company had limited operations in the quarter and years ended December 31, 2012 and September 30, ~~2011~~2012. Moving ~~consisted~~forward, of the ~~following~~Company ~~demand~~plans to change its business focus to solar power solutions. Transactions with shareholders and other related parties are described in other notes: to these financial statements.

	June 30, 2012		Sept. 30, 2011
Various unsecured demand notes to the principal shareholder with no stated interest rate; interest is being accrued at 8% and 5% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $21,749 and $21,700, respectively and of the 8% notes were $18,967 and $21,500 , respectively .	$	40,716	$	43,200
Various unsecured demand notes to a business owned and controlled by the principal shareholder with a stated interest rate of 5% and 8% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $19,700 and $11,500, respectively and of the 8% notes were $7,478 and $ 11,923, respectively .		27,178		23,423
Various unsecured demand notes to a corporation controlled by the principal shareholder with a stated interest rate of 8% per annum.		10,016		10,016
Various unsecured demand notes to a limited partnership controlled by the principal shareholder with a stated interest rate of 5% and 6% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $24,150 and $24,150, respectively and of the 6% notes were $10,750 and $10,750, respectively.		34,900		34,900
Various unsecured demand notes to a limited partnership controlled by the principal shareholder with a stated interest rate of 5% and 6% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $41,500 and $41,500, respectively and of the 6% notes were $6,000 and $6,000, respectively.		47,500		47,500
	$	160,310	$	159,039

NOTE 6 – NOTE RECEIVABLE

In December 2011, the Company entered into a contract with one customer to produce a compact disk recording consisting of seven to ten selections to be sold by the customer. The ~~related~~gross ~~party~~contract ~~creditor~~amount iswas ~~Jeffrey~~$35,000 ~~Martin~~and the costs on the contract was $1,400. The contract was completed in June 2012 and at that time the ~~controlling~~Company ~~shareholder~~had received payments on the contract totaling $32,445. As of December 31, 2012 and September 30, 2012, the ~~Company~~company ~~who~~held ~~owns~~a ~~73%~~receivable of the balance due on the contract in the amount of $2,555. On December 31, 2012 the customer signed a promissory note to pay the Company’s ~~shares~~the entire balance due of $2,555 along with interest accrued at the annual rate of 5% on or before December 31, 2013. Management does not anticipate any problem collecting the funds and, accordingly, have not recorded an allowance for uncollectable funds.

NOTE 7 – RELATED PARTY NOTES

On February 26, 2008, the Company’s Parent Company as of that date, Skreem Records Corporation (“SRC”), issued 500,000 common shares of SRC stock to relieve notes payable on behalf of both the Company and the Parent Company. The debt relieved related to the Company was $205,500. The debt relieved for the Parent Company was $44,500, for a total debt relieved for the parent and subsidiary of $250,000. The relative market value of the SRC stock at the time of issuance was $0.50 per share. Therefore, no gain or loss on this extinguishment was recognized as the consideration given up by the parent in the form of SRC stock was equal to the consideration received in relief of the notes payable of $250,000. This non-cash transaction was taken as a contribution from the parent in fiscal 2008.

At December 31, 2012 and September 30, 2012, interest in the amounts of $45,506 and $43,174, respectively, is accrued on these notes. Interest expense for the three months ended December 31, 2012 and 2011, and from inception was $4,875, $4,514 and $87,748 respectively.

F-12

Short-term debt as of December 31, 2012 and September 30, 2012 consisted of the following demand notes:


	December 31, 2012		September 30, 2012
Various unsecured demand notes to Jeffrey Martin, a material shareholder
with no stated interest rate; interest is being accrued at 8% and 5% per annum. At December 31, 2012 and September 30, 2012, the principal balances of the 5% notes were $21,809 and $21,749, respectively and of the 8% notes were $13,508 and $13,508, respectively.	$	35,317	$	35,258

Various unsecured demand notes to a business owned and controlled by
Jeffrey Martin, a material shareholder with a stated interest rate of 5% per annum.		17,557		17,557

Various unsecured demand notes to a corporation controlled by a
material shareholder with a stated interest rate of 8% per annum.		10,041		10,016

Various unsecured demand notes to a limited partnership controlled by Jeffrey Martin, a material shareholder with a stated interest rate of 5% and 6% per annum. At December 31, 2012 and September 30, 2012, the principal balances of the 5% notes were $24,150 and $24,150, respectively and of the 6% notes were $10,750 and $10,750, respectively.		34,900		34,900

Various unsecured demand notes to a limited partnership controlled by Jeffrey Martin, a material shareholder with a stated interest rate of 5% and 6% per annum. At December 31, 2012 and September 30, 2012, the principal balances of the 5% notes were $41,500 and $41,500, respectively and of the 6% notes were $6,000 and $6,000, respectively.		47,500		47,500

Unsecured demand note to a corporation controlled by Sharon Altman, the principal shareholder with a stated interest rate of 3% per annum.		10,302		---


	$	155,617	$	145,231

The related party creditors are Sharon Altman and Jeff Martin, principal shareholders who beneficially own 66% and 5% of the Company’s shares.

On September 16, 2009 the Company successfully concluded the negotiation and met the obligations required to be released from the commitment under non-cancelable operating leases for its former two studio/suite facility. The facility had been leased under two leases, each of which had a term that expired on May 31, 2012. From the time in which rent payments ceased in February 2009 until the time of the release from the facility lease, the Company accrued its monthly obligation to pay rent under the lease. At the time of the settlement accrued rent payable in the amount of $13,662 was written off and recognized as forgiveness of debt income.

On September 30, 2009, a note payable was no longer due to a corporation but was the subject of an ownership transfer due to the corporation forgiving the debt. The Company recognized $541 of debt forgiveness income in conjunction with this event, consisting of $500 of principal and $41 of accrued interest.

On June 30, 2011, a note payable was forgiven and no longer due. The Company recognized $1,215 of debt forgiveness income in conjunction with this event, consisting of $1,200 of principal and $15 of accrued interest.

For the ~~nine~~three month periods ending ~~June~~December 3031, 2012 and 2011, and for the period from inception through ~~June~~December 3031, 2012, the Company has recognized forgiveness of debt income in the amounts of $0, $0 and $15,~~193~~419, respectively.

12(See Note 16 regarding subsequent events.)

~~NOTE 6 – CAPITAL STOCK~~F-13

OnNOTE ~~July 1,~~8 ~~2008,~~– ~~Skreem~~CAPITAL Studios, LLC was spun off from its then Parent Company Skreem Records Corporation (now called Insight Management, Inc.). Subsequent to the spin off, the limited liability company incorporated and became Skreem Studios, Inc. All shareholders of the Parent Company as of July 1, 2008 received one share in the newly formed Skreem Studios, Inc. These shares were treated as founders shares by the Company with an increase to common stock and the offset to additional paid in capital. This was the only stock transaction by the Company from inception through June 30, 2012.STOCK

~~The~~On July 1, 2008, Skreem Studios, LLC was spun off from its then Parent Company ~~has~~Skreem ~~100~~Records Corporation (now called Insight Management,~~000~~ Inc.). Subsequent to the spin off,~~000~~ ~~shares~~the oflimited ~~$0.001~~liability ~~par~~company ~~value~~incorporated ~~stock~~and ~~authorized. At~~became ~~June~~Skreem 30Studios, ~~2012~~Inc. All shareholders of the Parent Company as of July 1, ~~there~~2008 ~~were~~received 3one share in the newly formed Skreem Studios,~~051,870~~ Inc. These shares ~~outstanding. Ownership~~were treated as founders shares by ~~significant~~the ~~parties,~~Company ~~officers~~with ~~and~~an ~~employees~~increase ofto common stock and the ~~Company~~offset ~~are~~to asadditional ~~follows:~~paid in capital.

Name of beneficial owner	Number of shares	% of Ownership
Jeffrey Martin	2,228,500	73
Justin Martin, Vice President	300,000	10
Karen Aalders, Secretary/Treasurer	183,000	6
Thomas Tedrow	110,000	4
Charles Camorata, President	20,000	1
Other shareholders	210,370	6

On January 25, 2013 the Company closed on a letter of intent executed on July 4, 2012 and a Stock Purchase Agreement executed on September 20, 2012 and amended on January 4, 2013 whereby it agreed to sell 50,000,000 restricted shares of common stock at $0.01 per share to First Power & Light, LLC for the sum of $50,000. The management of First Power & Light, LLC subsequently transferred the right to receive the shares directly to its members. These shares were issued on October 26, 2012. Proceeds received by the Company from the sale of stock under the Stock Purchase Agreement totaled $50,000. The shares issued on October 26, 2012 were restricted by contract, held in escrow, and had no rights to vote or disposal until the closing of the contract was consummated on January 25, 2013, at which time the contractual restrictions terminated and the shares were released from escrow.

~~NOTE~~The 7Company –has ~~RELATED~~100,000,000 ~~PARTY~~shares ~~TRANSACTIONS~~of $0.001 par value stock authorized. At December 31, 2012, there were 53,051,870 shares outstanding including 50,000,000 shares held in escrow by the Company pending the closing of the Stock Purchase Agreement, which Stock Purchase Agreement closed on January 25, 2013, and which shares were released from escrow on the same date. While held in escrow, the holders of the 50,000,000 shares did not have rights to vote or dispose of the shares pursuant to the terms of the Stock Purchase Agreement and addendum thereto signed on January 4, 2013. Ownership by significant parties, officers and employees of the Company subsequent to the release of the shares from escrow is as follows:

All of the non-trade debt financing and related interest expense for the Company have been provided by and paid or accrued to the principal shareholder or entities controlled by him, see Note 5.

Name of Beneficial Owner	Number of Shares	% of Ownership

Sharon Altman	35,000,000	66%

Jeffrey Martin	2,708,500	5%

Malcolm Adler, CEO and President	2,000,000	4%

Thomas Moore, Treasurer and Secretary	100,000	0%

Karen Aalders, Director	183,000	0%

Charles Camorata, Director	20,000	0%

Justin Martin, Director	-	0%

Directors and Officers (group)	2,303,000	4%

Other shareholders	13,040,370	25%

The facility at which the equipment held is stored is owned by an entity controlled by the principal shareholder and the rent expense for usage is contributed by the shareholder as additional paid in capital in the amounts of $300, $300, and $1,302 for the nine months ended June 30, 2012 and 2011 and from inception to June 30, 2012, respectively.F-14

OnConcurrent ~~April~~with ~~2010~~the closing of the Stock Purchase, Malcolm N. Adler was appointed Chief Executive Officer and President, and Thomas Moore was appointed as Secretary and Treasurer of the Company ~~loaned~~filling ~~Sexy~~the ~~Fishing~~vacancies ~~Lures,~~created ~~Inc.~~by the resignations of Charles Camorata as Chief Executive Officer and President, aJustin ~~related~~Martin ~~entity~~as Vice-President, ~~$100. On~~and ~~October~~Karen 1Aalders as Chief Financial Officer, ~~2010~~Secretary and Treasurer, ~~the~~which ~~outstanding~~prior ~~loan~~officers ~~from~~resigned ~~Sexy~~as ~~Fishing~~officers ~~Lures~~of the Company effective January 25, ~~Inc~~ 2013. Additionally, the Company’s Directors Charles Camorata, Justin Martin and ~~accrued~~Karen ~~interest~~Aalders ~~receivable~~have agreed to appoint Malcolm Adler and Thomas Moore as Directors of $2the ~~was~~Company ~~forgiven~~and inthen ~~exchange~~promptly ~~for~~resign ~~relief~~as onDirectors ~~$102~~of the Company (the “Change in Directors”) following the filing of ~~debt~~a ~~owed~~Schedule 14F-1 Information Statement with the Securities and Exchange Commission (the “Commission”) and providing the proper notice to ~~Jeffrey~~the ~~Martin~~Company’s shareholders, which transaction the Company anticipates competing during the quarter ended March 31, 2013.

AsFormer ofmaterial ~~January~~shareholder 1,Jeffrey ~~2011,~~Martin ~~the~~individually ~~demand~~and ~~note~~through ~~from~~controlled aentities holds ~~business~~2,708,500 ~~owned~~shares ~~and~~of ~~controlled~~common bystock (See ~~the~~Note ~~principal~~16 ~~shareholder~~regarding ~~was~~subsequent ~~assumed by Jeffrey Martin~~events.)

NOTE 89 – ~~COMMITMENTS~~RELATED ~~AND~~PARTY ~~CONTINGENCIES~~TRANSACTIONS

InAll ~~October~~of ~~2009,~~ the ~~Company~~non-trade ~~leased~~debt ~~studio~~financing ~~facilities~~and atrelated ~~275~~interest ~~North~~expense ~~Bayshore~~for ~~Drive,~~the ~~Ocoee,~~Company ~~Florida~~have ~~34761. The~~been ~~lease~~provided ~~was~~by ~~renegotiated~~and onpaid ~~May~~or ~~21,~~accrued ~~2010 which permitted the Company~~ to ~~use the facilities at~~ a ~~rate~~material ofshareholders ~~$50~~or ~~per~~entities ~~hour~~controlled ~~without~~by ~~any minimum use requirements. The facility was not used between October 2009 and December 31~~them, ~~2010. On~~see ~~February~~Note ~~2, 2011, the lease was renegotiated and the term was extended until December 31, 2012~~7.

~~NOTE~~The 9facility –at ~~EQUIPMENT~~which the equipment held is stored is owned by an entity controlled by Jeffrey Martin, a material shareholder and the rent expense for usage is contributed by the shareholder as additional paid in capital in the amounts of $100, $100, and $1,500 for the three months ended December 31, 2012 and 2011 and from inception to December 31, 2012, respectively.

~~Property~~NOTE ~~and~~10 ~~equipment~~– atCOMMITMENTS ~~June~~AND ~~30, 2012 and September 30, 2011 consisted entirely of $3,592 and $7,736 of recording studio equipment. The equipment was being stored and was not in service.~~CONTINGENCIES

In October 2009, the Company leased studio facilities at 275 North Bayshore Drive, Ocoee, FL 34761. The lease was renegotiated on May 21, 2010 which permitted the Company to use the facilities at a rate of $50 per hour without any minimum use requirements. The facility was not used between October 2009 and December 31, 2010. On February 2, 2011, the lease was renegotiated and extended the term to December 31, 2012. The lease has expired and there is no intent to renew it.

NOTE 11 – EQUIPMENT

Property and equipment at December 31, 2012 and September 30, 2012 consisted entirely of $1,105 and $2,210 of recording studio equipment. The equipment was being stored and was not in service. As of the date of this report, the equipment is being held for sale.

The Company leased two Studio/Suites in June and September, 2006. These Suites required significant modifications and alterations in order for them to be placed in service as recording studios. Direct costs of $96,374 as well as carrying costs associated with the leasehold improvements of $16,786 were capitalized as they occurred and were being amortized straight line from the commencement of operations on January 2, 2008 over the five year term of the lease.

On August 10, 2008, the Company suffered a break-in and substantial equipment was stolen. The Company also incurred damage to its leased facility. The Company filed an insurance claim on the incident, receiving proceeds in the amount of $166,701 and recognizing an extraordinary loss of $19,376 for the year ended September 30, 2008. An extraordinary gain in the amount of $32,813 was recognized in the twelve months ended September 30, 2009 for additional claims granted. (See Note 1213.)

13In April, 2009 the Company vacated its leased facility (see Note 1). At that time the Company sold a small portion of its equipment at a loss and stored the remainder of its equipment (see Note 12). All leasehold improvements were fully impaired as of September 30, 2009.

In April, 2009 the Company vacated its leased facility (see Note 1). At that time the Company sold a small portion of its equipment at a loss and stored the remainder of its equipment (see Note 10). All leasehold improvements were fully impaired as of September 30, 2009.

All escalating payment leases were expensed according to the straight line method.

~~NOTE 10 – OTHER ASSETS – EQUIPMENT HELD (NOT IN SERVICE)~~F-15

InNOTE ~~April,~~12 ~~2009~~– ~~the~~OTHER ~~Company~~ASSETS ~~moved~~– ~~its~~EQUIPMENT ~~remaining~~HELD ~~equipment~~(NOT ~~into~~IN storage with the intention of utilizing it in the future for operations. Upon being moved to storage, the equipment was marked down to fair market value and a loss of $4,777 was recognized to adjust carrying value from net book value during the twelve months ended September 30, 2009. The equipment valued at fair market value is being depreciated over its remaining useful life.SERVICE)

~~NOTE~~In 11April, –2009 ~~INCOME~~the ~~TAXES~~Company moved its remaining equipment into storage with the intention of utilizing it in the future for operations. Upon being moved to storage, the equipment was marked down to fair market value and a loss of $4,777 was recognized to adjust carrying value from net book value during the twelve months ended September 30, 2009. The equipment valued at fair market value is being depreciated over its remaining useful life. It is now part of discontinued operations and being held for sale.

~~The~~NOTE ~~Company~~13 ~~has~~– ~~federal~~INCOME ~~and state net operating loss carry forwards of $515,009 and $515,009, respectively, which expire in various years ending September 30, as indicated below:~~TAXES

		Federal		Florida
2013	$	-	$	101,262
2014		-		250,251
2015		-		73,457
2016		-		70,857
2017		-		20,161
2023		101,262		-
2024		250,251		-
2025		73,457		-
2025		70,857		-
2026		20,161		-
Total	$	515,988	$	515,988

The Company has federal and state net operating loss carry forwards of $515,009 and $515,009, which expire in various years ending September 30, as indicated below:

	Federal		Florida
2013	$	---	$	101,262
2014		---		250,251
2015		---		73,457
2016		---		70,856
2017		---		36,165
2023		101,262		---
2024		250,251		---
2025		73,457		---
2026		70,856		---
2027		36,165		---
Total	$	531,721	$	531,721

A full valuation allowance has been taken on the deferred tax assets based on the Company’s determination that they are unlikely to pay income taxes in the future.

NOTE 1214 – EXTRAORDINARY GAIN

The Company recognized extraordinary income during the year ended September 30, 2009 related to studio equipment that was burglarized on August 10, 2008. The extraordinary gain of $32,813 was considered extraordinary due to its unusual and infrequent nature. The Company recognized a related extraordinary loss of $19,376 for the year ended September 30, 2008 for prior insurance claims approved. The net extraordinary gain related to these insurance claims of $13,437 is equal to the proceeds received from the Company’s insurance claim less the book value of the assets stolen. The insurance proceeds that were collected were netted against the loss in the manner above in accordance with FASB interpretation.

NOTE 1315 – LOSS ON IMPAIRMENT OF FIXED ASSETS

The Company recognized a loss on the impairment of assets in the amount of $0 and $0 in the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011, respectively, and of $86,850 from inception through ~~June~~December 3031, 2012.

NOTE 1416 – SUBSEQUENT EVENTS

~~Subsequent~~On ~~events~~January ~~were~~23, ~~evaluated~~2013 ~~through~~ the ~~report~~Board ~~date. In July 2012, the Company entered into a letter~~ of ~~intent~~Directors toauthorized ~~acquire all~~ the ~~ownership~~issuance ~~interest in First Power & Light, LLC, a Delaware Limited Liability Company in a tax free exchange whereby the owners~~ of ~~First Power & Light~~240, ~~LLC will receive 50,~~000~~,000~~ shares of ~~Mainstream Entertainment, Inc.,~~ the ~~company~~Company’s common stock~~. The~~ ~~target~~to ~~date~~a ~~for~~trade ~~the~~creditor ~~completion~~to ofbe ~~the~~applied ~~transaction~~toward isthe ~~September~~outstanding ~~20,~~accounts ~~2012~~payable ~~and~~balance ~~under~~due in the ~~terms~~amount of ~~the agreement the surviving entity will change its name to First Power and Light~~$58, ~~Inc~~520.

On January 24, 2013 the Board of Directors authorized the issuance of 1,908,130 shares of the Company’s common stock to a principal shareholder, Jeffrey Martin, and his designees in exchange for the forgiveness of the total principal and interest balances payables owed to Jeffrey Martin and related entities controlled by him. This debt constitutes $145,315 of the $155,617 of the related party debt as of December 31, 2012 along with $45,497 of the $45,506 accrued related party interest payable on these notes. (See Note 7).

F-16

The two events described above occurred on January 23 and 24, 2013 and diluted the shares of common stock held by the shareholders not involved in the Share Purchase transactions. The Company has 100,000,000 shares of $0.001 par value stock authorized. After the events described above, there were 55,200,000 shares outstanding. Ownership by significant parties, officers and employees of the Company as of February 5, 2013 are as follows:

Name of Beneficial Owner	Number of Shares	% of Ownership

Sharon Altman	35,000,000	63%

Jeffrey Martin	4,153,630	8%

Malcolm Adler, CEO and President	2,000,000	4%

Thomas Moore, Treasurer and Secretary	100,000	0%

Karen Aalders, Director	283,000	1%

Charles Camorata, Director	20,000	0%

Justin Martin, Director	-	0%

Directors and Officers (group)	2,403,000	5%

Other shareholders	13,643,370	25%

Concurrent with the closing of the Stock Purchase (see below), Malcolm N. Adler was appointed Chief Executive Officer and President, and Thomas Moore was appointed as Secretary and Treasurer of the Company filling the vacancies created by the resignations of Charles Camorata as Chief Executive Officer and President, Justin Martin as Vice-President, and Karen Aalders as Chief Financial Officer, Secretary and Treasurer, which prior officers resigned as officers of the Company effective January 25, 2013. Additionally, the Company’s Directors Charles Camorata, Justin Martin and Karen Aalders have agreed to appoint Malcolm Adler and Thomas Moore as Directors of the Company and then promptly resign as Directors of the Company (the “Change in Directors”) following the filing of a Schedule 14F-1 Information Statement with the Securities and Exchange Commission (the “Commission”) and providing the proper notice to the Company’s shareholders, which transaction the Company anticipates competing during the quarter ended March 31, 2013.

Former material shareholder Jeffrey Martin individually and through controlled entities holds 4,153,630 shares of common stock. Director Karen Aalders individually and through an entity holds 283,000 shares of common stock. (See Note 8.)

Effective January 25, 2013, the Company and First Power entered into a Closing Confirmation agreement, pursuant to which the parties agreed to waive any closing conditions of the July 4, 2012 Letter of Intent or September 20, 2012 (as amended January 4, 2013) Stock Purchase (see Note 1), which had not occurred as of that date and to close the transactions contemplated by the Stock Purchase. As such, effective January 25, 2013, the Stock Purchase closed and the shares were released from escrow (pending the requirement that the members of First Power execute confirmation letters and certify certain representations to enable the Company to claim an exemption from registration provided by Rule 506 of the Securities Act of 1933, as amended for the issuance of the shares). The closing of the transactions contemplated by the Stock Purchase constituted a change in control of the Company. The closing of the transactions contemplated by the Stock Purchase constituted a change in control of the Company. (See Note 1.)

On February 8, 2013, the Company filed a Current Report on Form 8-K with the United States Securities and Exchange Commission disclosing the planned change in the business focus of the Company from the music entertainment production industry to that of a residential and commercial solar power installation and distribution industry. (See above and Note 1.)

No other material events came to our attention from the report date to the date these financial statements were issued.

14F-17

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

We caution you that this report contains forward-looking statements regarding, among other things, financial, business, and operational matters.

All statements that are included in this Quarterly Report, other than statements of historical fact, are forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future tense, and statements using words such as “may,” “can,” “could,” “should,” “predict,” “aim’” “potential,” “continue,” “opportunity,” “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident” “scheduled” or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We disclaim any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law. References in this Form 10-Q, unless another date is stated, are to ~~June~~December 3031, 2012. As used herein, the "Company," “Mainstream,” "we," "us," "our" and words of similar meaning refer to Mainstream Entertainment, Inc.

~~Overview~~Organizational History

Mainstream Entertainment, Inc. iswas anoriginally ~~entertainment~~formed ~~production~~to ~~company~~undertake ~~originally~~entertainment ~~formed~~production activities as a limited liability company (Skreem Studios, LLC) in Florida, on October 7, 2005. The Company ~~is and has historically been primarily engaged in music production and distribution in the United States and Europe. The Company~~ initiated pre-commencement activity in May 2006, renting a studio facility, acquiring equipment, building out two studios and incurring other pre-operational expenses.

On April 1, 2007, the Company was acquired by Insight Management Corporation (f/k/a Skreem Records Corporation) and commenced business operations. In June 2008, the then majority stockholders authorized a name and entity change from Skreem Studios, LLC to Skreem Studios, Inc. On July 1, 2008, Insight Management Corporation commenced a reverse spin-off of Skreem Studios, Inc., whereby the shareholders of record as of July 1, 2008, received one share of Skreem Studios, Inc. for each share owned of Insight Management Corporation. Insight Management Corporation, as of July 1, 2008, is no longer related to the Company. On August 2, 2010, the Company changed its name to Mainstream Entertainment, Inc.

OnPrior ~~August~~to ~~10,~~the ~~2008~~closing of the Stock Purchase (described below), wethe ~~suffered~~Company awas primarily ~~break-~~engaged in music production and ~~substantial~~distribution ~~equipment~~in ~~was~~the ~~stolen~~United States and Europe. ~~Our~~ Specifically, ~~insurance~~the ~~paid~~Company, ~~$166~~a development stage company,~~701~~ leased a recording studio equipped to provide all of the services necessary for recording and editing finished audio products; planned to act as a producer; music licenser and manager. The Company owns rights to certain copyrighted songs and has one client, the music group “3rdWish”, a music group whom Justin Martin, our ~~loss~~former Vice President is a member. Justin Martin is the 27 year old son of Jeff Martin, our majority shareholder prior to the closing of the Stock Purchase.

WePrior are a development stage company, which leases a recording studio equipped to provide all of the services necessary for recording and editing finished audio products. Our finished audio products will be compact disks and digital music files. We anticipate that we will publish hard copies of music on compact disks which we will produce. Our manufacturing process will entail recording music onto compact disks and other forms of digital media. We intend to offer these products for sale through traditional music distribution channels. The Studio, known locally as Gettings Studio, is located at 275 North Bayshore Dr., Ocoee, Florida 34761. It provides four recording studios, a “live” recording space that measures over 650 square feet, large enough for a 25-piece orchestra. It also has a client lounge, a conference room, wet bar, and shower accommodations.Operations

We also act as a producer. Our role as a producer includes identifying and contracting with musical groups and individual artists to promote their talent. This involves student coaching and guiding musicians, conducting recording sessions, overseeing the mixing and mastering process, and planning and directing the promotion and sale of the work product. Revenue will be initiated through prior industry contacts of the officers, internet advertising via a Company web page (which is not currently in place), direct contact and traditional print marketing. The Company cannot guarantee that any revenues will be generated. The Company and its predecessors have been unprofitable since 2005. To date, all revenues have been generated from a company located in France named NRJ Co., (“NRJ”). The Company related revenues were paid for music group “3rdWish”, a music group whom Justin Martin, our Vice President is a member. Justin Martin is the 27 year old son of Jeff Martin, our majority shareholder.

Our monthly “burn rate” consists of professional fees (which include legal and accounting fees) of approximately $2,800 and interest expense of approximately $1,100, for a total of $3,900 in monthly expenses. The Company is dependent upon loans made by the Company’s majority shareholder, Jeffrey Martin (See “Liquidity and Capital Resources”, below). The Company is completely dependent on Jeff Martin for its present and future funding (other than the limited revenue it has generated to date). Mr. Martin is not obligated to fund the Company and the Company cannot provide any assurance that Mr. Martin’s funding will continue in the future. The cash available to the Company at June 30, 2012 is not sufficient to cover any of the average monthly expenditures before requiring additional capital. As of August 1, 2012, we had approximately $13,029.31of cash available for operations.

We had a net loss of $1,025 for the three months ended June 30, 2012, compared to a net loss of $10,180 for the three months ended June 30, 2011, a decrease in net loss of $9,155 or 89.9% from the prior period. We had a net loss of $22,925 for the nine months ended June 30, 2012, compared to a net loss of $52,749 for the nine months ended June 30, 2011, a decrease in net loss of $29,824 or 56.5% from the prior period. The Company had a deficit accumulated during the development stage of $703,594 and a working capital deficit of $280,848 as of June 30, 2012. For the year ending, September 30, 2011, we had a net loss of $72,161 and as of September 30, 2011, we had a working capital deficit of $262,367 and a deficit accumulated during the development sta g e of $680,669. Our independent certifying accountant has expressed doubt about our ability to continue as a "going concern".

In May 2011, the Company launched its first song titled “Mom’s Song” which is being offered for sale on iTunes. The song may be heard on YouTube and iTunes. The song was written and performed by Justin Martin.

In December 2011, the Company entered into an understanding with Barton Funeral Services, Inc. to record and produce music for a CD to sell to funeral homes at a total cost of $3536,000. The Company received $1936,~~500~~000 in connection with this understanding ~~prior to December 31, 2011 and $15,500~~ during the ~~six~~year ~~months~~ ended ~~June~~December 3031, 2012. The artist(s) engaged to record the music will be compensated as a percentage of sales of the record. The ~~start~~project ofwas ~~production~~completed ~~of the CD began~~ in the ~~first~~third calendar quarter of 2012 ~~and will be completed by the end of the second calendar quarter of 2012~~.

In July 2012, the Company entered into a letter of intent to acquire all the ownership interest in First Power & Light, LLC, a Delaware Limited Liability Company (“First Power”) in a tax free exchange whereby the owners of First Power will receive 50,000,000 shares of the Company’s common stock. The target date for the completion of the transaction is August 1~~, 2012 and under the terms of the agreement the surviving entity will change its name to First Power and Light, Inc.~~

~~PLAN~~Moving OFforward ~~OPERATIONS~~the Company does not anticipate undertaking any additional music or production activities.

InNew ~~the~~Business event the transactions contemplated by the letter of intent with First Power (as described above) are not consummated, the Company plans to focus on the contracting of music writers, artists, and producers with the intent of providing a professional recording and producing environment for them to create their material, then promoting their material through industry proven means including but not limited to, social media, websites, product placement, live performances and radio airplay. This promotion is for the purpose of creating a demand for the artists and their products thus positioning the Company to enter into contracts with larger well-established companies for further promotion of the artists. The process for finding and signing artists is multifaceted including, but not limited to, internet searches, contests, live scouting, and affiliations with other industry professionals globally. Plan

WeIn ~~plan~~July 2012, the Company entered into a letter of intent to ~~derive~~acquire ~~revenue~~all ~~from~~the ~~multiple~~ownership ~~sources~~interest ~~including~~in First Power & Light, ~~but~~LLC, ~~not~~a ~~limited~~Delaware Limited Liability Company (“First Power” and the “Letter of Intent”) pursuant to: which the owners of First Power would receive 50,000,000 shares of the Company’s common stock (representing 94.2% of our outstanding common stock).

·On September 20, 2012, the Company entered into a Stock Purchase Agreement in connection with the transactions contemplated by the Letter of Intent, which was subsequently modified and clarified by a First Addendum to Stock Purchase Agreement entered into on January 4, 2013 (collectively, the “Stock Purchase”), whereby it agreed to issue 50,000,000 shares of restricted common stock to the members of First Power at $0.01 per share, for the aggregate sum of $50,000. A total of $37,522 was received prior to September 30, 2012 with the remaining $12,478 received subsequent to September 30, 2012. The shares were physically issued by the Company on October 26, 2012; however, certain closing conditions were required to occur prior to the closing of the Stock Purchase and as such, the shares were held in escrow pending the closing. The conditions which were required to occur prior to the closing of the transaction (unless waived by the parties) included the Company being DTC eligible, First Power obtaining an audit of its financial statements, the Company being current in its periodic filings, the Company not being subject to any legal proceedings and the assumption by First Power of all of the liabilities of the Company.

~~Percentage~~Effective January 25, 2013, the parties entered into a Closing Confirmation agreement, pursuant to which the parties agreed to waive any closing conditions of ~~sales~~the ~~and~~Letter ~~publishing~~of ~~income~~Intent ~~through~~or ~~sales~~Stock Purchase, which had not occurred as of ~~downloads~~that ~~through~~date ~~iTunes~~and to close the transactions contemplated by the Stock Purchase. As such, ~~Amazon~~effective ~~MP3~~January 25, ~~etc.~~2013, the Stock Purchase closed and the shares were released from escrow (pending the requirement that the members of First Power execute confirmation letters and certify certain representations to enable the Company to claim an exemption from registration provided by Rule 506 of the Securities Act of 1933, as amended for the issuance of the shares).

·The closing of the transactions contemplated by the Stock Purchase constituted a change in control of the Company.

~~Licensing~~In ofconnection ~~artists’~~with ~~products~~the Closing Confirmation, First Power agreed to ~~third~~indemnify ~~party~~and ~~users,~~hold the Company’s current officers and Directors harmless against any liabilities of the Company at closing.

·Additionally, the Company’s Directors Charles Camorata, Justin Martin and Karen Aalders have agreed to appoint Malcolm Adler and Thomas Moore as Directors of the Company and then promptly resign as Directors of the Company (the “Change in Directors”) following the filing of a Schedule 14F-1 Information Statement with the Securities and Exchange Commission (the “Commission”)(which filing has been made to date, but which 10 day required time period between mailing date and the date of the consummation of the corporate action, has not occurred to date) and providing the proper notice to the Company’s shareholders (which resignations and appointments are currently planned to take place in early March 2013).

~~Percentage~~Concurrent with the closing of ~~live~~the ~~performances~~Stock Purchase, ~~management~~Malcolm ~~fees~~N. Adler was appointed Chief Executive Officer and President, and ~~merchandising~~Thomas Moore was appointed as Secretary and Treasurer of the Company filling the vacancies created by the resignations of Charles Camorata as Chief Executive Officer and President, Justin Martin as Vice-President, and Karen Aalders as Chief Financial Officer, Secretary and Treasurer, which prior officers resigned as officers of the Company effective January 25, 2013.

·Additionally, the new officers and the upcoming new Directors have decided to undertake a change in business focus of the Company from being a music entertainment production company to a U.S. residential and commercial solar developer. Moving forward, we plan to cease undertaking any music entertainment operations and instead offer solar power solutions to residential and commercial customers across the U.S. One of the reasons for this change in business focus is because the Company believes the outlook for music entertainment production revenues is weak while the demand for residential and commercial solar power energy solutions in the U.S. is increasing - according to a 2012 report by GTM Research and Solar Energy Industries Association, the U.S. solar industry has experienced a 75% growth since 2011.

~~Internet advertising through affiliate programs such as Google AdSense, monetizing artists’ websites and social media such as Facebook, YouTube, and Twitter, and~~2

·The Company’s current goal is to become a market leader in the U.S. for the installation and distribution of small to large scale photovoltaic installations. The Company’s business strategy includes proposed Equipment-Procurement-Construction (EPC) contracts where the Company will be hired to install a solar power system as well as efforts to aggressively target medium to large-scale photovoltaic installations for acquisition “roll-up”. The Company will not be a solar panel manufacturer and consequently will benefit from increasing panel manufacturer competition through lower panel prices.

~~Profits~~Meeting ~~realized~~U.S. ~~from~~energy ~~rental~~growth demands requires responsible and far-sighted development of ~~recording~~sustainable ~~studio~~clean-energy ~~time,~~alternatives. The ~~video~~Company plans to provide an economically viable and environmentally sustainable energy production, solution with the goal of addressing these issues. The Company plans to utilize both federal and ~~creation~~state tax credits created by green energy incentives to provide large energy users with the economic benefit of ~~internet~~reducing ~~promotion~~their electricity costs and operating expenses through solar power. The Company’s planned solutions will protect energy users from rising utility rates and provide a long-term, environmentally-friendly and economically attractive way for ~~artists~~energy ~~with~~users ~~previously~~to ~~secured~~hedge ~~investors~~a orportion ~~investment~~of ~~capital~~their current and future electricity costs.

~~Use~~In connection with this new business focus and to finalize all of ~~funds~~the transactions previously contemplated by the terms of the Letter of Intent, the Company currently anticipates entering into a share exchange agreement with First Power and the First Power shareholders subsequent to the date of this filing to acquire the shares of First Power (which is in the solar power solutions business), which agreement is anticipated to be contingent on First Power obtaining audited financial statements and assuming the closing of such share exchange agreement, the Company anticipates taking action to change its name to “First Power & Light, Inc.” There can be no assurance that the Company will ~~include:~~ever be able to acquire the shares of First Power or that such share acquisition and change in business plan will be successful.

· Plan of Operations For the Next 12 Months

UpThe ~~front~~Company’s ~~studio~~business ~~costs~~plan over the next 12 months entails initially entering the Northeast US residential and commercial solar installation market and aggressively targeting states such as New Jersey, Pennsylvania, Massachusetts, New Hampshire and Connecticut. The Company will additionally target states with high solar incentives such as North Carolina, Louisiana and New York. In order to efficiently target the Southeast US markets, the Company intends to establish an office in Orlando, Florida.

·The Company intends to aggressively seek out federal installation clients, i.e., federal buildings equipped with solar installations. Examples of this include General Services Administration buildings and military facilities.

~~Video~~The ~~production~~Company ~~costs~~intends to engage in a “roll-up” campaign of small to medium sized solar installers that will boost its market presence and reach, grow its balance sheet, and increase sales, which it hopes to begin after completing the planned share acquisition of First Power (as described above).

·The Company will build its sales force in order to better penetrate these markets and increase business volume. The Company will additionally implement online marketing campaigns and attend prominent solar trade shows held by leading solar organizations such as Solar Power International and Solar Energy Power Association in order to source business opportunities and facilitate relationship building. The Company will target small to mid-sized solar installers for acquisition opportunities. The Company believes that acquiring other small to mid-sized solar installers will allow it to grow and enter new markets more efficiently and allow it to accept increased business volume.

~~Creation of web content such as web sites, social media oversight and other web related activities,~~3

·The Company anticipates needing $2 million in funding over the next 12 months to carry out its business plan. The Company intends on raising the required funds through sales of securities in private placements. If the Company cannot source the required funds, it believes that it can continue operations at its current level, but it will not be able to fully carry out the described business plan, and growth with will be minimal or stagnant.

~~General~~We ~~oversight~~currently have a monthly “burn rate” consisting of ~~business~~professional fees (which include legal and ~~production~~accounting ~~operations~~fees) of approximately $5,000 and interest expense of approximately $0, for a total of $5,000 in monthly expenses. The Company has historically been dependent upon loans made by the Company’s former majority shareholder and current significant shareholder, Jeffrey Martin (See “Liquidity and Capital Resources”, below); however, it is not anticipated that Mr. Martin will continue to loan the Company funds moving forward. As such, the Company plans to raise funds of $300,000 by selling to investors.

Accounting, both in house and outside accounting/auditing services.

The Company searches continuously for talent for recording and performing. When an artist is found to be commercially viable, the Company will sign the artist to a contract, which is customary in the industry to include audio recordings, video recordings, live performances, merchandising, publishing revenues, endorsements, and management. These contracts will provide for a percentage of revenues generated by all of the above endeavors to be divided between the artist and the Company. The costs of this process are estimated at $5,000.

The timeframe necessary to establish an artist varies according to the artist’s prior endeavors as well as the amount of composition the artist has ready for recording or performance. In some instances, such as when the artist has sufficient composition material to begin immediately, the music product can be ready for digital distribution within 60 to 90 days.

The Company will provide music recording and video production, promotion, and booking for the artists. Distribution of artists’ material will be through standard industry outlets and includes both digital and hard copy production according to popularity and profitability of the artist. In addition, the Company will provide web sites and direction in the use of social networking including Facebook, YouTube, and Twitter. There is an approximate $6,500 cost associated with this phase and a completion time which is estimated around 60 to 90 days. We estimate revenues would be generated approximately 90 to 120 days after release of an artist’s first product.

The Company will seek funding from Jeff Martin, its majority shareholder, in order to cover these costs, provided that Mr. Martin is not under any obligation to provide the Company with funding.

In the event the transaction with First Power closes (as described above) the Company’s operations will likely change to those of First Power, which will be described in greater detail in a Form 8-K filing at such time, if ever, as the transactions contemplated by the letter of intent are consummated.

Distribution

The Company plans to distribute the artists’ products through internet sales, live performances, and in store product. In store product will be considered when internet and live performance demands show that production of CD and/or DVD product may be profitable. The Company will pursue licensing and sales agreements with third party distributors for overseas distribution and sales. Distribution costs will be borne by the individual agreements that we may sign with foreign companies.

Social Networking

An artist’s main interest is the promotion of their own material, and in the interest of self-promotion they stay connected and reach out to their followers through continuous social networking. These artists generate thousands of followers through their Twitter accounts, Facebook pages, and YouTube videos. We plan to centralize these self-promotion efforts providing guidance of an artist’s networking efforts as well as working to increase visibility through focused marketing. Through oversight and monitoring of this networking traffic, monetizing these efforts is planned to be realized through affiliate advertising programs, web based direct sales programs, and pay-per-click affiliations. This process could potentially prove to be a significant revenue source. Manpower, not money runs this phase of the operation.

Publishing

All artists will be asked to sign a Publishing Agreement as part of the Contract between the Company and the artist. This agreement will grant rights for the writer’s compositions to the Company for which the Company will pay royalties based on the terms and conditions of the agreement. Revenues will be realized from the performance of or sales of any product containing the performances of the artist/writer, as well as through the licensing of those rights to third parties for performance and recording. No additional money will be needed for this phase. Charles Camorata, the Company’s President and Chief Executive Officer, has the experience to run all publishing functions for the Company. The time frame will be structured whenever new music is written by one of our signed artists. The artist will submit the composition to the Company for publishing. The revenue stream will be split between the Company and the artist.

Recording and Production

The Company will provide recording and production of artists using facilities currently under contract. The cost of each individual artist will vary according to the amount of material to be recorded, which will be determined by the Company; therefore, the cost of producing each artist can be determined prior to production and can be controlled by the Company. The cost associated with this phase will be paid for by the contracting company. This process should begin within 90 days from signing a new artist or a recording company that will pay for the production and recording on a contractual basis.

Results of Operations and Operating Expenses:

For The Three Months Ended ~~June~~December 3031, 2012 Compared To The Three Months Ended ~~June~~December 3031, 2011

We generated ~~revenues of $14,000 for the three months ended June 30, 2012, compared to~~ no revenues for ~~the~~either ~~three months ended June 30, 2011. Revenues for~~ the three months ended ~~June~~December 3031, 2012 ~~were~~or ~~due to the Barton Funeral Services contract described above~~2011.

We had $~~560~~25,331 of ~~cost~~total ofoperating ~~revenue~~expenses for the three months ended ~~June~~December 3031, 2012, compared to no$14,608 ~~cost of revenue~~ for the three months ended ~~June~~December 3031, 2011~~. Cost~~, ofan ~~revenue~~increase ~~was~~in ~~attributable~~total tooperating ~~our~~expenses ~~revenues~~of ~~for~~$10,723 ~~the~~or ~~three~~73% ~~months~~from ~~ended~~the ~~June~~prior ~~30, 2012~~period. We Operating ~~had~~expenses nosolely ~~cost~~included ofgeneral ~~revenues~~and administrative expenses for both periods and the ~~three~~increase ~~months~~in ~~ended~~operating ~~June~~expenses ~~30,~~was ~~2011~~mainly asdue weto ~~had~~additional noprofessional ~~revenues~~fees ~~during~~associated ~~that~~with ~~period~~the letter of intent.

We had ~~$9,914 of~~ total ~~operating~~other expenses of $4,875 for the three months ended ~~June~~December 3031, 2012, compared to $74,~~425~~514 for the three months ended ~~June~~December 3031, 2011, an increase in ~~total~~other ~~operating~~ expenses of $~~2,489~~361 or ~~33.5~~8% from the prior period~~. The~~, ~~increase~~which ~~in operating expenses~~ was due tosolely ~~a $2,489 or 41.2% increase in general and administrative expenses~~ to ~~$8,533~~an ~~for the three months ended June 30, 2012, compared to $6,044 for the three months ended June 30, 2011. The~~ increase in ~~general~~interest ~~and~~expense ~~administrative~~associated ~~expenses~~with ~~was~~increased ~~mainly~~borrowings ~~due~~from toour ~~increased~~former ~~accounting,~~majority ~~auditing~~shareholder and ~~legal~~current ~~fees.~~significant ~~We had depreciation expense of $1~~shareholder,~~381~~ ~~for~~Jeffrey ~~both~~Martin ~~the three months ended June 30, 2012 and 2011,~~ (as ~~there~~described ~~was no change in our depreciable asset base~~below).

We had ~~total~~a ~~other~~loss ~~expenses~~from discontinued operations of $41,~~551~~166 for the three months ended ~~June~~December 3031, 2012, compared to a loss from discontinued operations of $~~2,755~~415 for the three months ended ~~June~~December 3031, 2011, an increase in ~~other~~net ~~expenses~~loss of $~~1,796~~751 or ~~65.2~~181% from the prior period~~, which was mainly due to $4,551 and $3,970, respectively, of interest accrued on amounts owed to our largest shareholder and creditor, Jeffrey Martin (as described below)~~. Interest expense increased due to increased borrowing from Mr. Martin. We also had forgiveness of debt income of $1,215 for the three months ended June 30, 2011, compared to no forgiveness of debt for the three months ended June 30, 2012, which was in connection with the forgiveness of amounts due under a previously outstanding promissory note.

We had a net loss of $131,~~025~~372 for the three months ended ~~June~~December 3031, 2012, compared to a net loss of $1019,~~180~~537 for the three months ended ~~June~~December 3031, 2011, aan ~~decrease~~increase in net loss of $911,~~155~~835 or ~~89.9~~61% from the prior period~~, which was mainly due to the $14,000 of revenue generated during the three months ended June 30, 2012, compared to no revenue being generated during the three months ended June 30, 2011~~.

The Nine Months Ended June 30, 2012 Compared To The Nine Months Ended June 30, 2011

We generated revenues of $36,000 for the nine months ended June 30, 2012, compared to no revenues for the nine months ended June 30, 2011. Revenues for the nine months ended June 30, 2012 were due to the Barton Funeral Services contract for $35,000 and $1,000 from licensing a song from our library called “Reprezent Yo Hood.”

Cost of revenues was $1,400 for the nine months ended June 30, 2012, compared to no cost of revenues for the three months ended June 30, 2011, due to the fact that we did not generate any revenues during such period.

We had $43,867 of total operating expenses for the nine months ended June 30, 2012, compared to $42,978 for the nine months ended June 30, 2011, an increase in total operating expenses of $889 or 2.1% from the prior period. The increase in operating expenses was due to an $889 or 2.3% increase in general and administrative expenses to $39,723 for the nine months ended June 30, 2012, compared to $38,834 for the nine months ended June 30, 2011. The increase in general and administrative expenses was mainly due to decreased accounting, auditing and legal fees. We had a depreciation expense of $4,144 for both the nine months ended June 30, 2012 and 2011, as there was no change in our depreciable asset base.

We had total other expenses of $13,658 for the nine months ended June 30, 2012, compared to $9,771 for the nine months ended June 30, 2011, an increase in other expenses of $3,887 or 39.8% from the prior period, which was mainly due to $13,658 and $10,986, respectively, of interest accrued on amounts owed to our largest shareholder and creditor, Jeffrey Martin (as described below). Interest expense increased due to increased borrowing from Mr. Martin. We also had forgiveness of debt income of $1,215 for the nine months ended June 30, 2011, compared to no forgiveness of debt for the nine months ended June 30, 2012, which was in connection with the forgiveness of amounts due under a previously outstanding promissory note.

We had a net loss of $22,925 for the nine months ended June 30, 2012, compared to a net loss of $52,749 for the nine months ended June 30, 2011, a decrease in net loss of $29,824 or 56.5% from the prior period.

Liquidity and Capital Resources

As of ~~June~~December 3031, 2012, the Company had $~~2,721~~15 of total current assets consisting ofsolely ~~$105~~ of cash~~, $2,555 of accounts receivable and $61 of prepaid expenses~~.

AsThe ofCompany ~~the~~had ~~date~~total assets of ~~this filing~~$3,675 ~~the~~as ~~Company~~of ~~has~~December ~~approximately~~31, ~~$537.00available~~2012, ~~for~~which ~~Company~~included ~~use.~~$15 ~~The~~of ~~Company~~current ~~does~~assets ~~not~~and ~~believe~~$3,660 ~~that~~of ~~such~~long-term ~~funds~~assets ~~will be sufficient~~ to ~~fund its expenses over the next twelve months. There can~~ be nodiscontinued, ~~assurance~~consisting ~~that~~of ~~additional~~note ~~capital~~receivable ~~will~~of ~~be available to the Company. The Company currently has no agreements~~$2,555 ~~arrangements,~~and orrecording ~~understandings with any person to obtain funds through bank loans~~equipment, ~~lines~~net of ~~credit,~~depreciation ~~or any other sources; provided that the Company has entered into the letter~~ of ~~intent~~$1, ~~described above~~105, ~~which~~associated ifwith ~~consummated~~its ~~will~~prior ~~change~~options ~~the~~as ~~business~~a ~~focus~~music ~~of the Company (see also “Risk Factors” below)~~producer.

The Company had total ~~assets~~current liabilities consisting solely of current liabilities of $6280,~~313~~600 as of ~~June~~December 3031, 2012, which included $279,~~721~~477 of ~~current~~accounts ~~assets~~payable and accrued liabilities, $345,~~592~~506 of ~~long-term~~accrued ~~assets~~interest ~~consisting~~– related party, representing accrued interest on the loans payable to Jeffrey Martin, our largest shareholder prior to the closing of ~~equipment~~the Stock Purchase, ~~net~~as described below, and $155,617 of ~~depreciation~~related party notes payable to Mr. Martin and Sharon Altman, our current majority shareholder (as described below). As described below, in connection with the Debt Conversion, on January 24, 2013, Mr. Martin converted $145,315 of the related party debt of the Company as of December 31, 2012 along with $45,497 of the accrued related party interest payable by the Company to Mr. Martin as of December 31, 2012, into 1,908,130 shares of the Company’s common stock.

The Company had total current liabilities consisting solely of current liabilities of $283,569 as of June 30, 2012, which included $73,680 of accounts payable and accrued liabilities, $49,579 of accrued interest – related party, representing accrued interest on the loans payable to Jeffrey Martin, our largest shareholder, as described below, and $160,310 of related party notes payable to Mr. Martin.4

The Company had a deficit accumulated during the development stage of $~~703~~753,~~594~~463 and a working capital deficit of $280,~~848~~585 as of ~~June~~December 3031, 2012.

~~Previously~~As of the ~~Company~~date ~~has~~of ~~relied~~this ~~upon~~filing, ~~its~~the ~~majority~~Company ~~shareholder~~has toapproximately ~~advance~~$15 ~~funds~~of tocash ~~allow~~available itfor toCompany ~~operate~~use. The ~~plan~~Company ofdoes ~~operation outlined above is~~ not ~~principally~~believe ~~dependent~~that ~~upon~~such ~~debt~~funds ~~financing. If the fund raising falls short of the goals outlined, the majority shareholder~~ will ~~continue~~be sufficient to fund ~~the~~its ~~Company~~expenses asover ~~needed until profitability. Jeff Martin, as~~ the ~~majority~~next ~~shareholder,~~twelve ~~does~~months. ~~not~~There ~~have~~can anbe ~~obligation~~no toassurance ~~contribute~~that ~~any~~ additional ~~funds~~capital ~~to the company. Mr. Martin’s contribution is discretionary, but it is likely he~~ will ~~continue~~be available to ~~fund~~ the ~~company if necessary~~Company. ~~However,~~ ~~because~~The ~~the~~ Company currently has no ~~bank~~agreements, arrangements, or ~~plans~~understandings ~~currently~~with inany ~~effect,~~person ~~its inability~~ to ~~raise~~obtain ~~equity~~funds ~~financing~~through ~~for~~bank ~~the~~loans, ~~above~~lines ~~purposes~~of ~~will~~credit, ~~have~~or aany ~~severe~~other ~~negative impact on the plan of operations outlined above~~sources.

~~The~~Previously the Company ~~had~~has $1relied upon its majority shareholder to advance funds to allow it to operate,~~172~~ ofhowever; ~~net~~we ~~cash~~do ~~used~~not inexpect ~~operations~~such ~~for~~funding ~~the~~to ~~nine~~continue ~~months~~subsequent ~~ended~~to ~~June~~the 30Stock Purchase Agreement. Moving forward, ~~2012~~the Company will be forced to raise additional funds to support its operations and pay its ongoing and previously accrued expenses, which ~~was~~may ~~mainly~~be ~~due~~raised through loans from the Company’s related parties (although no current plans exist for such related parties to ~~$22~~supply such funding),~~925~~ oftraditional ~~net~~bank ~~loss~~loans, ~~offset~~and/or bythrough ~~$19,864~~the sale of ~~increase~~debt inor ~~accounts~~equity ~~payable~~securities, ~~and~~which ~~accrued~~could ~~expenses~~cause material dilution to the Company’s current shareholders.

The Company had $123,~~271~~305 of net cash ~~provided~~used byin ~~financing~~operations ~~activities~~ for the ~~nine~~three months ended ~~June~~December 3031, 2012, which was mainly due to $831,~~250~~372 of ~~borrowings~~net ~~from~~loss ~~related parties~~ offset by $6, ~~9 79~~801 of ~~payments~~increase onin ~~related~~accounts ~~party~~payable ~~debt~~and accrued expenses.

The Company had $22,864 of net cash provided by financing activities for the three months ended December 31, 2012, which was mainly due to $10,386 of borrowings from related parties and $12,478 raised through the sale of common stock in connection with the Stock Purchase Agreement.

Debt Financings and Related Party Notes:

The Company is highly dependent on related party financing, ~~specifically~~and has historically been dependent on funding from its ~~majority~~significant shareholder, Jeffrey Martin (“Related Party Notes”). All of the debt financing and related interest expense for the Company have been provided by and paid or accrued to Jeffrey Martin, the former principal shareholder and current significant shareholder of the Company prior to the closing of the Stock Purchase Agreement or entities controlled by him and Sharon Altman, the Company’s current majority shareholder. The Related Party Notes are made formal through promissory notes. Other than these Related Party Notes, there are no other formal agreements between the Company and ~~Jeffrey~~the ~~Martin~~related parties regarding any future debt financing or the payment of related interest expenses. All of the Related Party Notes provided to the Company by Mr. Martin have been forgiven as of the date of this filing as described below in connection with the Debt Conversion.

OnWe ~~February~~have ~~26,~~budgeted ~~2008,~~ the ~~Company’s~~need ~~former~~for ~~Parent~~approximately ~~Company~~$300,000of ~~Insight~~additional ~~Management~~funding ~~Corporation~~during (the ~~“Former~~next ~~Parent~~12 ~~Company),~~months ~~formerly~~to ~~known~~continue asour ~~Skreem~~business ~~Records Corporation~~operations, ~~issued~~pay ~~500,000~~costs ~~common~~and ~~shares~~expenses ofassociated ~~the~~with ~~Former~~our ~~Parent~~filing ~~Company~~requirements ~~common~~with ~~stock~~the toSecurities ~~relieve~~and ~~notes~~Exchange ~~payable~~Commission ~~on behalf of both the Company~~ and ~~the~~undertake ~~Former~~our ~~Parent~~business ~~Company,~~plan ~~for~~which afunding ~~total~~may ~~debt~~not ~~relieved~~be ofavailable ~~$250,000.~~on ~~The~~favorable ~~500~~terms,~~000~~ ~~Former~~if ~~Parent~~at ~~Company common shares were issued to Jeffrey Martin~~all. ~~The~~ If ~~debt~~we ~~relieved~~are ~~related~~unable to ~~the~~raise ~~Company~~adequate ~~was~~working ~~$205,500,~~capital ~~which~~for ~~was~~fiscal ~~incurred by the Company’s acquisition of equipment and operations such as rent~~2013, ~~utilities~~we ~~and~~will ~~similar~~be ~~expenses. The~~restricted ~~debt~~in ~~relieved for~~ the ~~Former~~implementation ~~Parent~~of ~~Company~~our ~~was~~business ~~$44,500~~plan.

The relative market value of the Former Parent Company common stock at the time of issuance was $0.50 per share. Therefore, no gain or loss on this extinguishment was recognized as the consideration given up by the former parent in the form of the Former Parent Company common stock was equal to the consideration received in relief of the notes payable of $250,000. This non-cash transaction was taken as a contribution from the Formal Parent Company in fiscal 2008.

In December 2011, the Company entered into an understanding with Barton Funeral Services, Inc. to record and produce music for a CD to sell to funeral homes at a total cost of $35,000. The Company received $19,500 in connection with this understanding prior to December 31, 2011 and $15,500 during the six months ended June 30, 2012. The artist(s) engaged to record the music will be compensated as a percentage of sales of the record. The start of production of the CD began in the first calendar quarter of 2012 and will be completed by the end of the second calendar quarter of 2012.

We have budgeted the need for approximately $50,000 of additional funding during the next 12 months to continue our business operations, pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission and undertake our business plan which funding may not be available on favorable terms, if at all. If we are unable to raise adequate working capital for the remainder of fiscal 2012 or 2013, we will be restricted in the implementation of our business plan.

We have also entered into a letter of intent with First Power (described above), pursuant to which we are subject to certain risks and uncertainties (see also “Risk Factors” below).

The financial statements included herein have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has had minimal revenues and has accumulated losses since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

Moving forward, we plan to seek out additional debt and/or equity financing to pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission and business activities (as described herein); however, we do not currently have any specific plans to raise such additional financing at this time. The sale of additional equity securities, if undertaken by the Company and if accomplished, may result in dilution to our shareholders. We cannot assure you, however, that future financing will be available in amounts or on terms acceptable to us, or at all.

At ~~June~~December 3031, 2012 and September 30, ~~2011~~2012, interest in the amounts of $4945,~~578~~506 and $4143,~~752~~174, respectively, is accrued on ~~the~~these notes ~~due and payable to Mr~~. ~~Martin.~~ Interest expense for the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011, and from inception was $134,~~658~~875, $104,~~986~~514 and $7787,~~765 ,~~ 748 respectively. A total of $45,497 of the accrued related party interest payable by the Company to Mr. Martin as of December 31, 2012 was forgiven by Mr. Martin in connection with the Debt Conversion, described below.

206

Short-term debt as of ~~June~~December 3031, 2012 and September 30, ~~2011~~2012 consisted of the following demand notes:

	June 30, 2012		Sept. 30, 2011
	December 31, 2012		September 30, 2011
Various unsecured demand notes to the principal shareholder with no stated interest rate; interest is being accrued at 8% and 5% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $21,749 and $21,700, respectively and of the 8% notes were $18,967 and $21,500, respectively.	$	40,716	$	43,200
Various unsecured demand notes to Jeffrey Martin, a material shareholder with no stated interest rate; interest is being accrued at 8% and 5% per annum. At December 31, 2012 and September 30, 2012, the principal balances of the 5% notes were $21,809 and $21,749, respectively, and of the 8% notes were $13,508 and $13,508, respectively.*
Various unsecured demand notes to a business owned and controlled by the principal shareholder with a stated interest rate of 5% and 8% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $19,700 and $11,500, respectively and of the 8% notes were $7,478 and $ 11,923, respectively.		27,178		23,423
	$	35,317	$	35,258
Various unsecured demand notes to a corporation controlled by the principal shareholder with a stated interest rate of 8% per annum.		10,016		10,016
Various unsecured demand notes to a business owned and controlled by Jeffrey Martin, a material shareholder with a stated interest rate of 5% per annum. *
Various unsecured demand notes to a limited partnership controlled by the principal shareholder with a stated interest rate of 5% and 6% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $24,150 and $24,150, respectively and of the 6% notes were $10,750 and $10,750, respectively.		34,900		34,900
		17,557		17,557
Various unsecured demand notes to a limited partnership controlled by the principal shareholder with a stated interest rate of 5% and 6% per annum. At June 30, 2012 and September 30, 2011, the principal balance of the 5% notes were $41,500 and $41,500, respectively and of the 6% notes were $6,000 and $6,000, respectively.		47,500		47,500
Various unsecured demand notes to a corporation controlled by a material shareholder with a stated interest rate of 8% per annum.*
	$	160,310	$	159,039
		10,041		10,016
Various unsecured demand notes to a limited partnership controlled by Jeffrey Martin, a material shareholder with a stated interest rate of 5% and 6% per annum. At December 31, 2012 and September 30, 2012, the principal balances of the 5% notes were $24,150 and $24,150, respectively, and of the 6% notes were $10,750 and $10,750, respectively.*		34,900		34,900
Various unsecured demand notes to a limited partnership controlled by Jeffrey Martin, a material shareholder with a stated interest rate of 5% and 6% per annum. At December 31, 2012 and September 30, 2012, the principal balances of the 5% notes were $41,500 and $41,500, respectively and of the 6.00% notes were $6,000 and $6,000, respectively.*		47,500		47,500
Unsecured demand note to a corporation controlled by Sharon Altman, the principal shareholder with a stated interest rate of 3% per annum.		10,302		---
	$	155,617	$	145,231

~~The~~* ~~related~~Forgiven ~~party~~and ~~creditor~~converted isinto ~~Jeffrey~~common ~~Martin,~~stock ~~the~~subsequent ~~controlling~~to ~~shareholder~~December of31, ~~the~~2012, ~~Company~~in ~~who~~connection ~~owns~~with ~~73%~~the ofDebt ~~the~~Conversion ~~Company’s~~transaction, ~~shares~~described below.

OnThe ~~June~~related ~~30,~~party ~~2011,~~creditors aare ~~note~~Sharon ~~payable~~Altman ~~was forgiven~~ and isJeff ~~no longer due. The Company recognized $1~~Martin,~~215~~ ofprincipal ~~debt~~shareholders ~~forgiveness~~who ~~income~~own in66% ~~conjunction~~and ~~with~~3% ~~this~~of ~~event,~~the ~~consisting~~Company’s ~~of $1~~shares,~~200~~ ~~of principal and $15 of accrued interest~~respectively.

217

Debt Conversion Transactions

On January 23, 2013, the Board of Directors of the Company authorized the issuance of 240,000 shares of the Company’s common stock to a trade creditor to be applied toward the outstanding accounts payable balance due in the amount of $58,520.

On January 24, 2013 the Board of Directors of the Company authorized the issuance of 1,908,130 shares of the Company’s common stock to Jeffrey Martin, a principal shareholder of the Company and his designees in exchange for the forgiveness of the total principal and interest balances payables owed to Jeffrey Martin and related entities controlled by him (the “Debt Conversion”). This debt constituted $145,315 of the $155,617 of the related party debt as of December 31, 2012, along with $45,497 of the $45,506 accrued related party interest payable on these notes. As such, as of date of this report, the Company has a notes payable – related party balance of $10,302.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to 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 and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

228

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Item 1A. Risk Factors

~~Other~~There ~~than as described below, there~~ have been no material changes from the risk factors previously disclosed in (a) the Company’s Annual Report on Form 10-K for the ~~period~~year ended September 30, ~~2011~~2012, filed with the Securities and Exchange Commission on January 309, ~~2012~~2013, and (b) the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2013, and investors are encouraged to review such risk factors prior to making an investment in the Company.

WeItem ~~Have~~2. ~~Been~~Unregistered ~~Contacted~~Sales Inof ~~Connection~~Equity ~~With~~Securities ~~Various~~and ~~Merger~~Use ~~And Acquisition Opportunities, Have Entered Into A Letter~~ of ~~Intent In Connection With An Acquisition Opportunity, And May Consummate Such Transaction Or A Similar Transaction In The Future.~~Proceeds

InOn ~~July~~September 20, 2012, the Company entered into ~~a letter of intent to acquire all~~ the ~~ownership~~Stock ~~interest~~Purchase ~~in First Power & Light, LLC, a Delaware Limited Liability Company~~ (~~“First~~described ~~Power”)~~ in agreater ~~tax~~detail ~~free~~above), ~~exchange~~which ~~whereby~~was ~~the~~subsequently ~~owners~~amended ofon ~~First~~January ~~Power will receive 50~~4,~~000,000~~ ~~shares of the Company’s common stock. The target date for the completion of the transaction is September 20~~2013, ~~2012~~ and ~~under~~which ~~the~~closed ~~terms~~effective ofJanuary ~~the~~25, ~~agreement~~2013, ~~the~~pursuant ~~surviving entity will change its name~~ to ~~First~~which ~~Power and Light, Inc. In the event that~~ we ~~consummate~~sold ~~the~~and ~~transaction with~~ First Power, ~~our~~purchased ~~majority~~(on ~~shareholders~~behalf ~~will change and new shares~~ of ~~common~~its ~~stock~~members ~~will be issued resulting in substantial dilution to our then current shareholders. As a result, our new majority shareholders will likely change the composition of our Board of Directors~~ and ~~replace~~assigns) ~~our~~50 ~~current~~million ~~management.~~shares ~~The new management will change our business focus to that~~ of ~~First Power and we can make no assurances that~~ our ~~new~~restricted ~~management~~common ~~will~~stock be(representing ~~able to properly manage our direction or that this change in our business focus will be successful~~94.2% If we do consummate the transaction with First Power or any similar transaction, and our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which will cause the value of our outstanding common stock) tofor ~~decline~~an oraggregate ~~become~~of ~~worthless. Additionally~~$50,000 ~~as a result of the transaction we may take on significant additional debt~~ or ~~liabilities~~$0.001 ~~and/or~~per ~~take on the obligations of any entities or individuals we enter into transactions with~~share.

IfOn ~~The~~January ~~Costs~~23, ~~Associated~~2013, ~~With~~the ~~The~~Board ~~Transaction~~of ~~With~~Directors ~~First~~of ~~Power~~the ~~Exceed~~Company ~~The~~authorized ~~Benefits~~the issuance of 240,000 ~~The~~restricted ~~Post-Transaction~~shares of the Company’s ~~May~~common ~~Experience~~stock ~~Adverse~~to ~~Financial~~a ~~Results,~~trade ~~Including~~creditor ~~Increased~~to ~~Losses~~be applied toward the outstanding accounts payable balance due in the amount of $58,520.

~~Our~~On ~~Company~~January ~~and~~24, ~~First~~2013 ~~Power~~the ~~will~~Board ~~incur~~of ~~significant~~Directors ~~transaction~~of ~~costs~~the asCompany aauthorized ~~result of~~ the ~~proposed~~issuance ~~acquisition~~of ~~transaction~~1,908,130 ~~including~~restricted ~~legal~~shares ~~and~~of ~~accounting~~the ~~fees.~~Company’s ~~Actual~~common ~~transaction~~stock ~~costs~~to ~~may~~Jeffrey ~~substantially~~Martin, ~~exceed~~a ~~our~~principal ~~current~~shareholder ~~estimates~~of the Company and ~~may~~his ~~adversely~~designees ~~affect~~in exchange for the ~~post-transaction~~forgiveness ~~company’s~~of ~~financial~~the ~~condition~~total principal and ~~operating~~interest ~~results.~~balances Ifpayables ~~the~~owed ~~benefits~~to ofJeffrey ~~the~~Martin ~~acquisition~~and ~~transaction~~related doentities ~~not~~controlled ~~exceed~~by ~~the~~him. This ~~costs~~debt ~~associated~~constituted ~~with~~$145,315 of the ~~transaction~~$155,617 of the ~~post-merger~~related ~~company’s~~party ~~financial~~debt ~~results~~as ~~could~~of beDecember ~~adversely~~31, ~~affected~~2012, ~~resulting~~along inwith $45,497 ~~among~~of ~~other~~the ~~things~~$45,506 ~~increased~~accrued ~~losses~~related party interest payable on these notes.

23The Company claims an exemption from registration afforded by Section 4(2) and Rule 506 of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, the Company took appropriate measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions.

~~Consummation~~Item 3. OfDefaults ~~The~~Upon ~~Acquisition~~Senior ~~Transaction Will Result In Significant Dilution To Our Existing Shareholders.~~Securities

Upon consummation of the transaction with First Power, our existing shareholders will hold, in total, only approximately 5.8% of the total number of outstanding shares of our capital stock. Additionally, after the acquisition transaction we may need to issue additional shares of capital stock to fund our business, which could lead to further dilution of our existing shareholders’ ownership interests.

Following The Acquisition Transaction, The Existing Shareholders Of First Power Will Control Our Company.

Following the consummation of the transactions contemplated by the letter of intent with First Power, the existing shareholders of First Power will own a total of approximately 94% of the total outstanding shares of our common stock. This means that the existing shareholders of First Power will have the right, if they were to act together, to exercise control over us, including making decisions with respect to appointing Directors and therefore officers, issuing additional shares, entering into mergers, consolidations, approving the sale of all or substantially all of our assets, as well as the power to effectively prevent or cause a change in control. Any investor who purchases shares in our Company will be a minority shareholder and as such will have little to no say in the direction of our Company and the election of Directors. Additionally, it will be difficult if not impossible for investors to remove Directors appointed by First Power, which will enable such Directors to control who serves as officers of our Company as well as any changes in our Board of Directors.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 4. Mine Safety Disclosures

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Other Information.

None.

249

Item 6. Exhibits

Exhibits

			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed or Furnished Herewith	Form	Exhibit	Filing Date/ Period End Date
2.1	Letter of Intent Between First Power & Light, LLC and the Company dated July 2, 2012		10-Q	2.1	8/8/12
3.1	Certificate and Articles of Amendment		S-1	3.1	3/18/11
3.2	Certificate of Conversion		S-1	3.2	3/18/11
3.3	Articles of Incorporation		S-1	3.3	3/18/11
3.4	Bylaws		S-1	3.4	3/18/11
10.1	Form of Promissory Note		S-1/A	10.1	7/12/11
10.2	A45 Music Agreement		S-1/A	10.2	7/12/11
10.3	Lease Agreement		S-1/A	10.3	7/12/11
10.4*	Agreement between Mainstream and Barton		10-Q	10.4	2/13/12
10.5	Stock Purchase Agreement (September 20, 2012) with First Power & Light LLC		10-K	10.5	9/30/12
10.6	First Addendum to Stock Purchase Agreement (January 4, 2013) with First Power & Light, LLC		10-K	10.6	9/30/12
10.7	Closing Confirmation Agreement (January 25, 2013) with First Power & Light, LLC		8-K	10.3	2/8/13
31**	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32***	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS**	XBRL Instance Document (#)	X
101.SCH**	XBRL Taxonomy Extension Schema Document (#)	X
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document (#)	X
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document (#)	X
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document (#)	X
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document (#)	X

Exhibit Number	Description of Exhibit
3.1(1)	Certificate and Articles of Amendment
3.2(1)	Certificate of Conversion
3.3(1)	Articles of Incorporation
3.4(1)	Bylaws
10.1(2)	Form of Promissory Note
10.2(2)	A45 Music Agreement
10.3(2)	Lease Agreement
10.4(3)	Agreement between Mainstream and Barton
31.1*	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certificate of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certificate of the Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*(#)	XBRL Instance Document
101.SCH*(#)	XBRL Schema Document
101.CAL*(#)	XBRL Calculation Linkbase Document
101.LAB*(#)	XBRL Label Linkbase Document
101.PRE*(#)	XBRL Presentation Linkbase Document

*	Indicates management contract or compensatory plan or arrangement.
**	Filed herewith.

~~Attached~~*** ~~hereto~~Furnished herewith.

(1) Filed as exhibits to our Form S-1 Registration Statement filed with the Securities and Exchange Commission on March 18, 2011 and incorporated by reference herein.

(2) Filed as exhibits to our Form S-1/A Registration Statement filed with the Securities and Exchange Commission on July 12, 2011 and incorporated by reference herein.

(3) Filed as an exhibit to our Form 10-Q Quarterly Report, filed with the Securities and Exchange Commission on February 13, 2012 and incorporated herein by reference.

(#) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2510

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	MAINSTREAM ENTERTAINMENT, INC.
Date: August 6, 2012	By: /s/ Charles Camorata Charles Camorata Chief Executive Officer, President and Director (Principal Executive Officer)
Date: August 6, 2012	By: /s/ Karen Aalders Karen Aalders Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)



	MAINSTREAM ENTERTAINMENT, INC.

Date: February 27, 2013	By: /s/ Malcolm Adler Malcolm Adler Chief Executive Officer and President (Principal Executive Officer and Principal Accounting/Financial Officer)

2611

EXHIBIT LIST

			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed or Furnished Herewith	Form	Exhibit	Filing Date/ Period End Date
2.1	Letter of Intent Between First Power & Light, LLC and the Company dated July 2, 2012		10-Q	2.1	8/8/12
3.1	Certificate and Articles of Amendment		S-1	3.1	3/18/11
3.2	Certificate of Conversion		S-1	3.2	3/18/11
3.3	Articles of Incorporation		S-1	3.3	3/18/11
3.4	Bylaws		S-1	3.4	3/18/11
10.1	Form of Promissory Note		S-1/A	10.1	7/12/11
10.2	A45 Music Agreement		S-1/A	10.2	7/12/11
10.3	Lease Agreement		S-1/A	10.3	7/12/11
10.4*	Agreement between Mainstream and Barton		10-Q	10.4	2/13/12
10.5	Stock Purchase Agreement (September 20, 2012) with First Power & Light LLC		10-K	10.5	9/30/12
10.6	First Addendum to Stock Purchase Agreement (January 4, 2013) with First Power & Light, LLC		10-K	10.6	9/30/12
10.7	Closing Confirmation Agreement (January 25, 2013) with First Power & Light, LLC		8-K	10.3	2/8/13
31**	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32***	Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS**	XBRL Instance Document (#)	X
101.SCH**	XBRL Taxonomy Extension Schema Document (#)	X
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document (#)	X
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document (#)	X
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document (#)	X
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document (#)	X

*	Indicates management contract or compensatory plan or arrangement.
**	Filed herewith.

***	Furnished herewith.

Filing Compare · Volt Solar Systems, Inc.