SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




Form
10-Q/A


(Amendment
No. 1)




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


For
the quarterly period ended October 31, 2010




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 333-145882




Go
Solar USA, Inc.




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




Nevada
            
            27-1753019(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)201
      St Charles Ave, Suite 2500New
      Orleans, LA
            
            70170(Address
      of principal
              executive
      offices)
            
            (Zip
      Code)





Registrant's
telephone number, including area code:  (504) 582-1110





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.


Yes þ    No
o





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





Large
      accelerated filer
                o
                Accelerated
      filer
                oNon-accelerated
      filer
                o
                
                Smaller
      reporting company
                þ





There
were 45,200,000 shares of the registrant’s common stock issued and outstanding
as November 30, 2010.




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  o    No
þ










Explanatory
Note





This Form
10-Q/A (Amendment No.1) is being filed by Go Solar USA, Inc. (the “Company”) to
amend the Company’s Form 10-Q for the quarter ended October 31, 2010, which was
filed with the Securities and Exchange Commission (“SEC”) on December 13, 2010
(“Initial 10-Q”).  This Form 10-Q/A (Amendment No.1) is filed to amend
the Initial 10-Q to add additional disclosures omitted from the Initial
10-Q.  As originally filed, the footnotes to the financial statements
for the quarter ended October 31, 2010 excluded the disclosure of a subsequent
event.  Note 9 has been added to the footnotes to the financial
statements in order to properly disclose a subsequent event which had occurred
prior to the issuance of the Initial 10-Q..




This Form
10−Q/A (Amendment No.1) does not reflect events occurring after the filing of
the Initial 10-Q on December 13, 2010, and no other information in the Initial
10-Q is amended hereby. Other events or circumstances occurring after the date
of the Initial 10-Q or other disclosures necessary to reflect subsequent events
have not been updated subsequent to the date of the Initial 10-Q. Accordingly,
this Form 10−Q/A (Amendment No.1) should be read in conjunction with the Initial
10-Q and our filings with the SEC subsequent to the filing of the Initial
10−Q.







IMPORTANT
INFORMATION REGARDING THIS FORM 10-Q





Unless
otherwise indicated, references to “we,” “us,” and “our” in this Quarterly
Report on Form 10-Q refer to Go Solar USA, Inc..





Readers
should consider the following information as they review this Quarterly
Report:





Forward-Looking
Statements





The
statements contained or incorporated by reference in this Quarterly Report on
Form 10-Q that are not historical facts are “forward-looking statements” (as
such term is defined in the Private Securities Litigation Reform Act of 1995),
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements.  Forward-looking statements
include any statement that may project, indicate or imply future results,
events, performance or achievements.  The forward-looking statements
contained herein are based on current expectations that involve a number of
risks and uncertainties. These statements can be identified by the use of
forward-looking terminology such as “believes,” “expect,” “may,” “will,”
“should,” “intend,” “plan,” “could,” “estimate” or “anticipate” or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties.





Given the
risks and uncertainties relating to forward-looking statements, investors should
not place undue reliance on such statements.  Forward-looking statements
included in this Quarterly Report on Form 10-Q speak only as of the date of this
Quarterly Report on Form 10-Q and are not guarantees of future
performance.  Although we believe that the expectations reflected in the
forward-looking statements are reasonable, such expectations may prove to have
been incorrect.  All subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified in
their entirety by these cautionary statements.





Except to
the extent required by applicable securities laws, we expressly disclaim any
obligation or undertakings to release publicly any updates or revisions to any
statement or information contained in this Quarterly Report on Form 10-Q,
including the forward-looking statements discussed above, to reflect any change
in our expectations with regard thereto or any change in events, conditions or
circumstances on which any statement or information is based.








GO SOLAR
USA, INC.





CONTENTS











PART
      I – FINANCIAL INFORMATIONITEM
      1 – UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSConsolidated
      Balance Sheets as of October 31, 2010 and January 31,
      2010  (Unaudited)
              
              F-1Consolidated
      Statements of Operations for the three months and nine months ended
      October 31, 2010 and 2009 and for the period from June 12, 2007 (date of
      inception) through October 31, 2010 (Unaudited)
              
              F-2Consolidated
      Statement of Changes in Stockholders’ Deficit for the period from June 12,
      2007 (date of inception) through October 31, 2010
    (Unaudited)
              
              F-3Consolidated
      Statements of Cash Flows for the nine months ended October 31, 2010 and
      2009 and for the period from June 12, 2007 (date of inception) through
      October 31, 2010 (Unaudited)
              
              F-4NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
              
              F-5
      – F-9ITEM
      2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
              
              2ITEM
      3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISKS
              
              4ITEM
      4T – CONTROLS AND PROCEDURES
              
              4PART
      2 – OTHER INFORMATION
              
              5ITEM
      1A – RISK FACTORS
              
              5ITEM
      6 – EXHIBITS
              
              9










GO SOLAR
USA, INC




(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
BALANCE SHEETS (UNAUDITED)








October 31, 2010
                              
                              
                              January 31, 2010ASSETSCURRENT ASSETSCash
                              
                              $
                              12,729
                              
                              
                              $
                              200Prepaid
      expenses
                              
                              
                              749
                              
                              
                              
                              -Total
      current assets
                              
                              
                              13,478
                              
                              
                              
                              200Intangible
      assets – patent rights, net of amortization of $22,500
                              
                              
                              427,500
                              
                              
                              
                              -TOTAL
      ASSETS
                              
                              $
                              440,978
                              
                              
                              $
                              200LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESAccounts
      payable
                              
                              $
                              20,622
                              
                              
                              $
                              -Notes
      payable
                              
                              
                              604,290
                              
                              
                              
                              500,200Accrued
      interest
                              
                              
                              184,334
                              
                              
                              
                              141,349Total
      current liabilities
                              
                              
                              809,246
                              
                              
                              
                              641,549TOTAL LIABILITIES
                              
                              
                              809,246
                              
                              
                              
                              641,549STOCKHOLDERS' DEFICITPreferred
      stock, $0.001 par value, 10,000,000 shares authorized; no shares issued
      and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $0.001 par value, 500,000,000 shares authorized; 35,200,000 and
      15,000,000 shares issued and outstanding, respectively
                              
                              
                              35,200
                              
                              
                              
                              15,000Additional
      paid-in capital
                              
                              
                              8,205,472
                              
                              
                              
                              (515,000
                              )Accumulated
      deficit from the development stage
                              
                              
                              (8,608,940
                              )
                              
                              
                              (141,349
                              )TOTAL
      STOCKHOLDERS' DEFICIT
                              
                              
                              (368,268
                              )
                              
                              
                              (641,349
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                              
                              $
                              440,978
                              
                              
                              $
                              200




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


F-1





GO SOLAR
USA, INC





(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)





Period fromThree months ended
                    October 31,
                  
                  
                  Nine months ended October 31,
                  
                  
                  Inception
                    (June 12, 2007)
                    through
                    October 31,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009
                  
                  
                  2010Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cost
      of revenue
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Gross
      profit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -General
      and administrative expense
                  
                  
                  195,383
                  
                  
                  
                  -
                  
                  
                  
                  361,434
                  
                  
                  
                  -
                  
                  
                  
                  361,434Amortization
                  
                  
                  22,500
                  
                  
                  
                  -
                  
                  
                  
                  22,500
                  
                  
                  
                  -
                  
                  
                  
                  22,500Loss
      from operations
                  
                  
                  (217,883
                  )
                  
                  
                  -
                  
                  
                  
                  (383,934
                  )
                  
                  
                  -
                  
                  
                  
                  (383,934
                  )Other
      expense:Loss
      on conversion of debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (7,375,000
                  )
                  
                  
                  -
                  
                  
                  
                  (7,375,000
                  )Loss
      on issuance of stock payable for intangible asset
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (120,000
                  )
                  
                  
                  -
                  
                  
                  
                  (120,000
                  )Interest
      expense
                  
                  
                  (559,313
                  )
                  
                  
                  (15,248
                  )
                  
                  
                  (588,657
                  )
                  
                  
                  (44,639
                  )
                  
                  
                  (730,006
                  )NET
      LOSS
                  
                  $
                  (777,196
                  )
                  
                  $
                  (15,248
                  )
                  
                  $
                  (8,467,591
                  )
                  
                  $
                  (44,639
                  )
                  
                  $
                  (8,608,940
                  )Net
      loss per share:Basic
      and Diluted
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.37
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Number of Common Shares Outstanding:Basic
      and Diluted
                  
                  
                  29,189,130
                  
                  
                  
                  15,000,000
                  
                  
                  
                  22,690,476
                  
                  
                  
                  15,000,000




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


F-2





GO SOLAR
USA, INC





(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)








Additional
                
                
                
                
                
                TotalCommon Stock
                
                
                Paid-In
                
                
                Accumulated
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                DeficitINCEPTION
      — June 12, 2007
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Issuance
      of Founders Shares
                
                
                15,000,000
                
                
                
                15,000
                
                
                
                (15,000
                )
                
                
                -
                
                
                
                -Funds
      Distributed to Founders
                
                
                -
                
                
                
                -
                
                
                
                (500,000
                )
                
                
                -
                
                
                
                (500,000
                )Net
      Loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (25,527
                )
                
                
                (25,527
                )BALANCE
      — January 31, 2008
                
                
                15,000,000
                
                
                
                15,000
                
                
                
                (515,000
                )
                
                
                (25,527
                )
                
                
                (525,527
                )Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (55,030
                )
                
                
                (55,030
                ).BALANCE
      — January 31, 2009
                
                
                15,000,000
                
                
                
                15,000
                
                
                
                (515,000
                )
                
                
                (80,557
                )
                
                
                (580,557
                )Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (60,792
                )
                
                
                (60,792
                ).BALANCE
      — January 31, 2010
                
                
                15,000,000
                
                
                
                15,000
                
                
                
                (515,000
                )
                
                
                (141,349
                )
                
                
                (641,349
                )Issuance
      of shares for -Reorganization
                
                
                2,100,000
                
                
                
                2,100
                
                
                
                (2,100
                )
                
                
                -
                
                
                
                -Conversion
      of debt
                
                
                17,500,000
                
                
                
                17,500
                
                
                
                7,607,500
                
                
                
                -
                
                
                
                7,625,000Acquisition
      of intangible assets
                
                
                600,000
                
                
                
                600
                
                
                
                569,400
                
                
                
                -
                
                
                
                570,000Discount
      on amendment of note payable
                
                
                -
                
                
                
                -
                
                
                
                545,672
                
                
                
                -
                
                
                
                545,672Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (8,467,591
                )
                
                
                (8,467,591
                ).BALANCE
      — October 31, 2010
                
                
                35,200,000
                
                
                $
                35,200
                
                
                $
                8,205,472
                
                
                $
                (8,608,940
                )
                
                $
                (368,268
                )





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


F-3









GO SOLAR
USA, INC





(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)








Period from
                      InceptionNine months ended October 31,
                    
                    
                    (June 12, 2007) to2010
                    
                    
                    2009
                    
                    
                    October 31, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (8,467,591
                    )
                    
                    $
                    (44,639
                    )
                    
                    $
                    (8,608,940
                    )Loss
      on conversion of note payable into stock
                    
                    
                    7,375,000
                    
                    
                    
                    -
                    
                    
                    
                    7,375,000Loss
      on issuance of stock payable for intangible asset
                    
                    
                    120,000
                    
                    
                    
                    -
                    
                    
                    
                    120,000Amortization
      of discount on notes payable
                    
                    
                    545,672
                    
                    
                    
                    -
                    
                    
                    
                    545,672Amortization
      of intangible assets
                    
                    
                    22,500
                    
                    
                    
                    -
                    
                    
                    
                    22,500Changes
      in operating assets and liabilities:Prepaid
      expenses
                    
                    
                    (749
                    )
                    
                    
                    -
                    
                    
                    
                    (749
                    )Accounts
      payable
                    
                    
                    20,622
                    
                    
                    
                    -
                    
                    
                    
                    20,622Accrued
      interest on notes payable
                    
                    
                    42,985
                    
                    
                    
                    44,639
                    
                    
                    
                    184,334NET
      CASH USED IN OPERATING ACTIVITIES
                    
                    
                    (341,561
                    )
                    
                    
                    -
                    
                    
                    
                    (341,561
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from notes and advances
                    
                    
                    354,090
                    
                    
                    
                    -
                    
                    
                    
                    854,290Funds
      distributed to founders
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (500,000
                    )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    354,090
                    
                    
                    
                    -
                    
                    
                    
                    354,290NET
      INCREASE IN CASH
                    
                    
                    12,529
                    
                    
                    
                    -
                    
                    
                    
                    12,729CASH,
      Beginning of Period
                    
                    
                    200
                    
                    
                    
                    -
                    
                    
                    
                    -CASH,
      End of Period
                    
                    $
                    12,729
                    
                    
                    $
                    -
                    
                    
                    $
                    12,729Noncash
      investing and financing transactions:Issuance
      of stock for reorganization
                    
                    $
                    2,100
                    
                    
                    
                    -
                    
                    
                    $
                    2,100Issuance
      of stock for conversion of debt
                    
                    $
                    250,000
                    
                    
                    
                    -
                    
                    
                    $
                    250,000Issuance
      of stock payable for acquisition of intangible assets
                    
                    $
                    570,000
                    
                    
                    
                    -
                    
                    
                    $
                    570,000





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


F-4





GO SOLAR
USA, INC.





(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2010








NOTE 1 –
DESCRIPTION OF
COMPANY





In a
Breeze Technologies, Inc. ("IBTI"), was incorporated in Wyoming on June 12,
2007. On November 30, 2009, IBTI changed its name to Go Solar USA, Inc.
("GUSA").  Since its inception, GUSA has focused on the development of
solar powered products and consumer electronic devices. To date, GUSA has not
generated revenues or earnings as a result of its activities.





Merger and
Reorganization





On
February 10, 2010, the Company entered into an Agreement of Merger and Plan of
Reorganization (the “Merger Agreement”) with FRESCA WORLDWIDE TRADING, CORP.
(“Fresca”). Upon closing of the transaction contemplated under the Merger
Agreement (the “Merger”), GUSA merged with and into Fresca.  Fresca
immediately affected a name change and has since been known as Go Solar USA,
Inc. after February 10, 2010.





The
Merger was accounted for as a reverse merger and recapitalization with GUSA
being the continuing entity. GUSA is the acquirer for financial reporting
purposes and Fresca is the acquired company. Consequently, the assets and
liabilities and the operations that will be reflected in the historical
financial statements prior to the Merger will be those of GUSA and will be
recorded at the historical cost basis of GUSA, and the consolidated financial
statements after completion of the Merger will include the assets and
liabilities of the Company and GUSA, historical operations of GUSA and
operations of the Company from the closing date of the Merger.





Prior to
the Merger Agreement, Fresca had discontinued its previous operations and had
re-entered the development stage.   We intend to carry on the business
of GUSA as our sole line of business. Upon closing of the Merger, we relocated
our executive offices to 201 St. Charles Avenue, Suite 2500, New Orleans, LA
70170 and our telephone number is (504) 582-1110.





At the
closing of the Merger, each share of GUSA common stock issued and outstanding
immediately prior to the closing of the Merger was exchanged for the right to
receive 15 shares of our common stock. To the extent that there were fractional
shares, such fractional shares have been rounded to the nearest whole
share.  Accordingly, an aggregate of 15,000,000 shares of our common stock
were issued to the holders of GUSA common stock.  The prior Fresca
shareholders retained 2,100,000 shares of common stock





NOTE 2 –
GOING CONCERN AND
MANAGEMENT PLANS





The
Company sustained a loss of $8,467,591 for the nine months ended October 31,
2010, and as of October 31, 2010, had an accumulated deficit of
$8,608,940.  The Company has not generated positive cash flow from
operations since inception and is not expected to generate positive cash flow
from operations in the next twelve months.


F-5





These
factors raise a substantial doubt about the Company’s ability to continue as a
going concern.  The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of the Company to continue as a going
concern.





The
Company does not have the resources at this time to repay its credit and debt
obligations, make any payments in the form of dividends to its shareholders or
fully implement its business plan. Without additional capital, the Company will
not be able to remain in business.





In
addition to operational expenses, as the Company executes its business plan, it
is incurring expenses related to complying with its public reporting
requirements.  In order to finance these expenditures, the Company has
raised capital in the form of debt which will have to be repaid, as discussed in
detail below.  The Company has depended on this debt for much of its
operating capital.  On August 1, 2010, these loans were amended to be
convertible at $0.01 per share and, given current market prices for the
Company’s common stock, will cause significant dilution in ownership to existing
shareholders if and when converted. Management anticipates the loans will be
converted into common stock and that existing shareholders will make such
conversions over the course of 12-36 months. The Company will need to raise
capital in the next twelve months in order to remain in business.





Management
anticipates that significant dilution will occur as the result of any future
sales of the Company’s common stock and this will reduce the value of its
outstanding shares. The Company cannot project the future level of dilution that
will be experienced by investors as a result of its future financings, but it
will significantly affect the value of its shares.





Management
has plans to address the Company’s financial situation as follows:





In the
near term, management plans to continue to focus on raising the funds necessary
to fully implement the Company’s business plan.  Management will continue
to seek out debt financing to obtain the capital required to meet the Company’s
financial obligations.  There is no assurance, however, that lenders will
continue to advance capital to the Company or that the new business operations
will be profitable.  The possibility of failure in obtaining additional
funding and the potential inability to achieve profitability raise doubts about
the Company’s ability to continue as a going concern.





In the
long term, management believes that the Company’s projects and initiatives will
be successful and will provide cash flow to the Company which will be used to
finance the Company’s future growth.  However, there can be no assurances
that the Company’s planned activities will be successful, or that the Company
will ultimately attain profitability.  The Company’s long term viability
depends on its ability to obtain adequate sources of debt or equity funding to
meet current commitments and fund the continuation of its business operations,
and the ability of the Company to ultimately achieve adequate profitability and
cash flows from operations to sustain its operations.





NOTE 3 –
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES





BASIS OF
PRESENTATION – The Company’s financial statements are presented in accordance
with accounting principles generally accepted in the United States of America
(“GAAP”).  In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the result of operations for the periods presented have been
reflected herein. The accompanying financial statements include the accounts of
Go Solar USA, Inc. and its wholly owned subsidiary Solar Investments,
LLC.





INTERIM
FINANCIAL STATEMENTS – These financial statements are prepared on the accrual
basis of accounting in conformity with GAAP and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in conjunction with the audited
financial statements for the years ended January 31, 2010 and 2009 and notes
thereto contained in the Company’s Current Report filed with the SEC on Form 8-K
on February 18, 2010. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein.  The results of operations for interim periods are
not necessarily indicative of the results to be expected for the full year.
Notes to the financial statements which would substantially duplicate the
disclosures contained in the audited financial statements for the most recent
fiscal year ended January 31, 2010, as reported in the Form 8-K filed on
February 18, 2010, have been omitted.


F-6




DEVELOPMENT
STAGE COMPANY – The Company is considered to be in the development stage as
defined in ASC 915, “Accounting and Reporting by
Development Stage Enterprises”. The Company has devoted substantially all
of its efforts to the corporate formation, the raising of capital and attempting
to generate initial revenues.





USE OF
ESTIMATES – The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could
differ.





CASH AND
CASH EQUIVALENTS –The Company considers all highly liquid debt instruments and
other short-term investments with maturity of three months or less, when
purchased, to be cash equivalents.  The Company maintains cash and cash
equivalent balances at one financial institution that is insured by the
FDIC.





INTANGIBLE
ASSETS – Intangible assets consist of a patent.  The cost of intangible
assets is amortized on a straight-line basis over the estimated useful life of
the patent.





VALUATION
OF INTANGIBLE ASSETS – In accordance with authoritative guidance issued by the
Financial Accounting Standards Board (“FASB”), related to accounting for the
impairment or disposal of long-lived assets, the carrying value of intangible
assets is reviewed on a regular basis for the existence of facts or
circumstances, both internally and externally, that may suggest impairment. Some
factors considered important, which could trigger an impairment review, include
a significant decrease in the market value of an asset, a significant change in
the extent or manner in which an asset could be used, a significant adverse
change in the business climate that could affect the value of an asset, an
accumulation of costs for an asset in excess of the amount originally expected,
and a current expectation that, it is more likely than not, a long-lived asset
will be disposed of at a loss before the end of its estimated useful
life.





If any
such facts or circumstances exist, the carrying value of long-lived assets are
evaluated to determine if impairment exists based upon estimated undiscounted
future cash flows over the remaining useful life of the assets and comparing
that value to the carrying value of the assets. If the carrying value of the
assets is greater than the estimated future cash flows, the assets are written
down to the estimated fair value. The estimated fair value of the assets is
based on a current market value of the assets. If a current market value is not
readily available, a projected discounted cash flow method is applied using a
discount rate determined by management to be commensurate with the risk inherent
in the current business model. During the period from the acquisition of the
patent on July 13, 2010 through October 31, 2010 and subsequent to the end of
the period, we believe that there has been no indicator of
impairment.





RECENTLY
ADOPTED AND RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS





The
Company does not believe that the adoption of any recently adopted or recently
enacted accounting pronouncements will have a material effect on its financial
position, results of operations or disclosures.





NOTE 4 –
PROFIT PARTICIPATION
AGREEMENTS





On July
1, 2010, the Company signed a Profit Participation Agreement (“PPA”) with a
third party.  Under the terms of the PPA, the Company agreed
to make six monthly payments of $5,000 beginning in July 2010.  In
return, the Company received a 5% interest in the counterparty’s net
profits of technology sold for use with cell phones for a period of three years
beginning nine months after the signing of the agreement.  The Company has
determined that the PPA has no value based on the uncertainty of the
counterparty earning a profit during the term of the agreement.  As a
result, the Company is expensing the payments made each month.


F-7




On August
26, 2010, the PPA was amended to give the Company a 5% interest in the net
income of the counterparty.  As consideration for this amendment, the
Company made an additional payment of $10,000.





On
September 1, 2010, the Company signed an option agreement (the “Option
Agreement”) with Yosion, a Chinese company.  Under the terms of the Option
Agreement, the Company had the right to conduct a due diligence review of
Yosion and to file an application for and to prosecute, on behalf of Yosion, a
U.S. Patent for Apple Peel 520 technology.  At all times,
Yosion retained full ownership of this technology.  The Option
Agreement had a term of 90 days.  The Company agreed to pay Yosion the
sum of $20,000 for these option rights.





On
October 14, 2010, we signed a Profit Participation Agreement (the “PPA”) with
Yosion, a Chinese company. Under the terms of the PPA, we agreed
to pay Yosion $5,000 per month for a term of six months in exchange for the
right to receive 5% of the future net profits generated by Yosion.





NOTE 5 –
INTANGIBLE
ASSETS





On July
13, 2010, GUSA agreed to issue shares of common stock worth $450,000 to acquire
certain intangible assets related to patent rights.  GUSA determined that
it was required to issue 600,000 shares on the closing date, July 30,
2010.  On that date, the closing stock price was $0.75 per share.  For
accounting purposes, the shares were valued at $570,000 ($0.95 per share) based
on the market price of the stock on the date of the agreement.  GUSA has
determined that the value of the intangible asset acquired is $450,000, which
was the negotiated purchase price.  This amount has been recorded as an
intangible asset on the balance sheet and is being amortized over the life
of the underlying patent rights of five years.  The difference between the
value of the stock of $570,000 and the value of the intangible asset of
$450,000, has been recorded as a loss on issuance of stock payable for
intangible asset in the amount of $120,000 in the statement of operations. 
The shares were issued on August 5, 2010.  If GUSA fails to develop and
market a commercial version of the technology within twelve months from the date
of acquisition, all rights to the patent would revert to the sellers upon their
return of the 600,000 shares of common stock.





For the
nine months ended October 31, 2010, the Company realized amortization expense of
$22,500.  The net carrying value of the intangible asset is $427,500 as of
October 31, 2010.





NOTE 6 –
NOTES PAYABLE TO
STOCKHOLDERS





In July,
2007, the predecessor to GUSA signed a promissory note with a stockholder in the
amount of $500,000.  This note has been extended for additional one-year
terms on each anniversary date.  The note bears 10% interest, is payable on
demand and has no collateral.  During the six months ended July 31, 2010
(prior to the amendment of the note as discussed below), the Company agreed to
convert principal in the amount of $125,000 into 5,000,000 shares of common
stock of the Company.  The shares were valued at $7,500,000 based on the
market price of the stock on the date of the transaction.  As a result, the
Company recognized a loss of $7,375,000 on the conversion of the debt.  The
shares were issued on May 5, 2010.





On August
1, 2010, the Company and the lender entered into an amendment of the note
payable to a stockholder in the principal amount of $375,000 to allow for the
conversion of the note and all accrued interest into shares of common stock of
the Company at a rate of $0.01 per share.  The amended note is payable on
demand.  The Company accounted for the amendment of the note as an
extinguishment and reissuance of the debt, because the amendment resulted in
creating a conversion feature which did not exist in the original debt.  No
loss was recognized on the extinguishment of the debt, because there was no
difference in the present value of the expected cash flows.  The Company
has determined that the conversion feature represents a beneficial conversion
feature based on the difference between the conversion price and the market
price of the stock on the date of the transaction.  As a result, the
Company recorded a discount in the amount of $545,672 on August 1, 2010. 
The discount was immediately amortized to interest expense on August 1, 2010
based on the fact that the note was due on demand.


F-8


On August
20, 2010, the lender converted principal in the amount of $50,000 into 5,000,000
shares of common stock.  On September 29, 2010, the lender converted
principal in the amount of $75,000 into 7,500,000 shares of common
stock.





As of
October 31, 2010, the principal balance was $250,000 and accrued interest was
$184,334.





NOTE 7 –
ADVANCES FROM THIRD
PARTIES





During
the nine months ended October 31, 2010, the Company received net, non-interest
bearing advances from certain third parties totaling $354,090.  The total
amount due under these advances as of October 31, 2010 was $354,290.  These
advances are not collateralized and are due on demand.  Interest was not
imputed on these advances due to immateriality.





NOTE 8 –
STOCKHOLDERS’
DEFICIT





On
February 10, 2010, the Company issued 2,100,000 shares of common stock in
connection with the Merger and reorganization of the Company.  (See Note
1.)





On April
29, 2010, the Company agreed to convert principal on its notes payable in the
amount of $125,000 into 5,000,000 shares of common stock.  The shares
were valued at $7,500,000 on the date of the transaction.  As a
result, the Company recognized a loss of $7,375,000 on the conversion of
debt.





On July
13, 2010, GUSA agreed to issue shares of common stock worth $450,000 to acquire
certain intangible assets related to patent rights.  GUSA determined
that it was required to issue 600,000 shares on the closing date, July 30,
2010.  On that date, the closing stock price was $0.75 per
share.  For accounting purposes, the shares were valued at $570,000
($0.95 per share) based on the market price of the stock on the date of the
agreement.  GUSA has determined that the value of the intangible asset
acquired is $450,000, which was the negotiated purchase price.  This
amount has been recorded as an intangible asset on the balance sheet and is
being amortized over the life of the underlying patent rights of five
years.  The difference between the value of the stock of $570,000 and
the value of the intangible asset of $450,000 has been recorded as a loss on
issuance of stock payable for intangible asset in the amount of $120,000 in the
statement of operations.  The shares were issued on August 5,
2010.





On August
20, 2010, the lender converted principal in the amount of $50,000 into 5,000,000
shares of common stock.  On September 29, 2010, the lender converted
principal in the amount of $75,000 into 7,500,000 shares of common
stock.





NOTE 9 –
SUBSEQUENT
EVENTS





On
November 12, 2010, five holders of the notes payable elected to convert notes in
the amount of $20,000 each into 2,000,000 shares of common stock for each
holder.  This resulted in a conversion in the total amount of $100,000
of principal into a total of 10,000,000 shares of common stock.


F-9


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





FORWARD LOOKING
STATEMENTS


This
document contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements may
be identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "will" or words of similar meaning and
include, but are not limited to, statements about the expected future business
and financial performance of the Company.  Forward-looking statements are
based on management's current expectations and assumptions, which are inherently
subject to uncertainties, risks and changes in circumstances that are difficult
to predict. Actual outcomes and results may differ materially from these
expectations and assumptions due to changes in global political, economic,
business, competitive, market, regulatory and other factors.  We undertake
no obligation to publicly update or review any forward-looking information,
whether as a result of new information, future developments or
otherwise.





The
following discussion and analysis should be read in connection with the
Company’s consolidated financial statements and related notes thereto, as
included in this report, as well as the Company’s Current Report filed on form
8-K on February 18, 2010.





Organization
and Basis of Presentation





Go Solar
USA, Inc. is a development-stage company that was formed in Wyoming on June 12,
2007.  We are an emerging company working to provide leading edge
alternative solar energy strategies focused on consumer electronics and solar
products.  We are working to commercialize next generation alternative
solar energy technologies and related photovoltaic technologies to sell all over
the world. At Go Solar USA, we believe solar energy is the optimal solution – it
is reusable, it is clean and it is affordable.  Solar energy is
clearly one of the leading alternative energy sources now and in the
future.





The
Company no longer believes its operations fall within its current SIC code of
6199 and is taking steps to amend the SIC code to reflect these
changes.





Critical
Accounting Policies





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated financial statements and accompanying
notes. We base our estimates and judgments on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change, and the best
estimates and judgments routinely require adjustment. The amounts of assets and
liabilities reported in our consolidated balance sheet, and the amounts of
revenues and expenses reported for each of our fiscal periods, are affected by
estimates and assumptions which are used for, but not limited to, the accounting
for allowance for doubtful accounts, goodwill and intangible asset impairments,
restructurings, inventory and income taxes. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions and estimates used in the preparation of our
consolidated financial statements.





Intangible Assets –
Intangible assets consist of a patent.  The cost of intangible assets
is amortized on a straight-line basis over the estimated useful life of the
patent.





Valuation of Intangible
Assets – In accordance with authoritative guidance issued by the
Financial Accounting Standards Board (“FASB”), related to accounting for the
impairment or disposal of long-lived assets, the carrying value of intangible
assets is reviewed on a regular basis for the existence of facts or
circumstances, both internally and externally, that may suggest impairment. Some
factors considered important, which could trigger an impairment review, include
a significant decrease in the market value of an asset, a significant change in
the extent or manner in which an asset could be used, a significant adverse
change in the business climate that could affect the value of an asset, an
accumulation of costs for an asset in excess of the amount originally expected,
and a current expectation that, it is more likely than not, a long-lived asset
will be disposed of at a loss before the end of its estimated useful
life.


2


If any
such facts or circumstances exist, the carrying value of long-lived assets are
evaluated to determine if impairment exists based upon estimated undiscounted
future cash flows over the remaining useful life of the assets and comparing
that value to the carrying value of the assets. If the carrying value of the
assets is greater than the estimated future cash flows, the assets are written
down to the estimated fair value. The estimated fair value of the assets is
based on a current market value of the assets. If a current market value is not
readily available, a projected discounted cash flow method is applied using a
discount rate determined by management to be commensurate with the risk inherent
in the current business model. During the period from the acquisition of the
patent on July 13, 2010 through October 31, 2010 and subsequent to the end of
the period, we believe that there has been no indicator of
impairment.





Results
of Operations





Nine
months ended October 31, 2010 compared to nine months ended October 31,
2009





For the
Period from Inception (June 12, 2007) to October 31, 2010, we have been in the
development stage and therefore have not generated any revenues.  For
the nine months ended October 31, 2010, we incurred general and administrative
expenses of $361,434 associated with the operations of the Company and the
establishment of operations.  There were no such activities during the
nine months ended October 31, 2009.  In addition, we incurred
amortization of intangible assets of $22,500 during the nine months ended
October 31, 2010 with no such expense in the same period of
2009.  Interest expense totaled $588,657 for the nine months ended
October 31, 2010 compared to $44,639 for the same period of
2009.  Interest expense for the nine months ended October 31, 2010
includes the amortization of a discount on a note payable in the amount of
$545,672.  We recognized a loss on conversion of debt of $7,375,000
for the nine months ended October 31, 2010.  We recognized a loss on
the issuance of a stock payable for intangible assets of $120,000 for the nine
months ended October 31, 2010.  For the nine months ended October 31,
2010 and 2009, we recognized a net loss of $8,467,591 and $44,639, respectively.
The primary reason for the increase in the net loss was due to the loss on
conversion of debt of $7,375,000.





Three
months ended October 31, 2010 compared to three months ended October 31,
2009





For the
three months ended October 31, 2010, we incurred general and administrative
expenses of $195,383 associated with the operations of the Company and
$22,500 of amortization of intangible assets.  There were no such
activities during the three months ended October 31, 2009.  Interest
expense totaled $559,313 for the three months ended October 31, 2010 compared to
$15,248 for the same period of 2009.  Interest expense for the three
months ended October 31, 2010 includes the amortization of a discount on a note
payable in the amount of $545,672.  For the three months ended October
31, 2010 and 2009, we recognized a net loss of $777,196 and $15,248,
respectively. The primary reason for the increase in net loss was due to a
$195,383 loss from operations and an increase in interest expense of
$544,065.





Liquidity and Capital
Resources





We
incurred a net loss of $8,467,591 for the nine months ended October 31, 2010,
and had a working capital deficit of $795,768 as of October 31,
2010.  These conditions create uncertainty as to the Company’s
ability to continue as a going concern.





We
anticipate that we will require approximately $350,000 to fund our operations
for the following 12 months.  We continue to rely on advances from
third parties to fund operating shortfalls and do not foresee a change in this
situation in the immediate future. There can be no assurance that we will
continue to have such advances available. We will not be able to continue
operations without them.


3


COMMON
STOCK





We are
authorized to issue 500,000,000 shares of Common Stock, with a par value of
$0.001. There are 35,200,000 shares of Common Stock issued and outstanding as of
November 30, 2010. All shares of common stock have one vote per share on all
matters including election of directors, without provision for cumulative
voting. The common stock is not redeemable and has no conversion or preemptive
rights. The common stock currently outstanding is validly issued, fully paid and
non- assessable. In the event of liquidation of the company, the holders of
common stock will share equally in any balance of the company's assets available
for distribution to them after satisfaction of creditors and preferred
shareholders, if any. The holders of common stock of the company are entitled to
equal dividends and distributions per share with respect to the common stock
when, as and if, declared by the board of directors from funds legally
available.





PREFERRED
STOCK


We are
authorized to issue 10,000,000 shares of Preferred Stock, with a par value of
$0.001. There are no shares of Preferred Stock issued and outstanding as of
November 30, 2010.




ITEM 3:
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
RISKS





As a
smaller reporting company, we are not required to provide the information
required by this Item.





ITEM 4T:
            CONTROLS AND
      PROCEDURES





Evaluation
of Disclosure Controls and Procedures


We
carried out an evaluation, under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)).  Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were not
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met.  Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs.  Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. To
address the material weaknesses, we performed additional analysis and other
post-closing procedures in an effort to ensure our consolidated financial
statements included in this annual report have been prepared in accordance with
generally accepted accounting principles. Accordingly, management believes that
the financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the
periods presented.





Our
management assessed the effectiveness of our internal control over financial
reporting as of October 31, 2010. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control-Integrated
Framework.  A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company's annual or
interim financial statements will not be prevented or detected on a timely
basis.  We have identified the following material
weaknesses;





1.
            As of October 31, 2010, we did
      not maintain effective controls over the control
      environment.  Specifically we have not developed and effectively
      communicated to our employees its accounting policies and
      procedures.  This has resulted in inconsistent
      practices.  Further, the Board of Directors does not currently
      have any independent members and no director qualifies as an audit
      committee financial expert as defined in Item 407(d)(5)(ii) of Regulation
      S-B.  Since these entity level programs have a pervasive effect
      across the organization, management has determined that these
      circumstances constitute a material
  weakness.


4


2.
            As of October 31, 2010, we did
      not maintain effective controls over financial statement disclosure.
      Specifically, controls were not designed and in place to ensure that all
      disclosures required were originally addressed in our financial
      statements.   Accordingly, management has determined that
      this control deficiency constitutes a material
      weakness.





Because
of these material weaknesses, management has concluded that the Company did not
maintain effective internal control over financial reporting as of October 31,
2010, based on the criteria established in "Internal Control-Integrated
Framework" issued by the COSO.





Change In Internal Control
Over Financial Reporting


There
were no changes in our internal control over financial reporting that occurred
during the three months ended October 31, 2010 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.





PART
II. OTHER INFORMATION





ITEM
1A: RISK FACTORS





Our
business involves a high degree of risk. The following risk factors should be
considered carefully in addition to the other information contained in this Form
10-Q.





We
are an early stage company, our business is evolving and our business prospects
are difficult to evaluate.





We are an
early stage company with very limited operating history.  We have
limited operating history that you can rely on in connection with an investment
decision.  Our prospects must be carefully considered in light of our
history, our high capital costs, our exposure to operating losses and the other
risks, uncertainties and difficulties that are typically encountered by
companies that are implementing new business models. Some of the principal risks
and difficulties we expect to encounter include our ability to:





·
            Raise substantial capital to
      finance our planned expansion, together with the losses we may incur in
      the development stage;





·
            Develop new products at the cost
      and on the time-table we project.  We may encounter unexpected
      technical and legal challenges that may delay our implementation time line
      and/or increase our costs;





·
            Develop, implement and maintain
      systems to ensure compliance with a variety of governmental and
      quasi-governmental rules, regulations and
  policies;





·
            Adapt and successfully execute
      our rapidly evolving and inherently unpredictable business plan and
      respond to competitive developments and changing market
      conditions;





·
            Attract, retain and motivate
      qualified personnel; and





Because
of our lack of operating history and our early stage of development, we have
limited insight into trends and conditions that may exist or might emerge and
affect our business. There is no assurance that our business strategy will be
successful or that we can or will successfully address these
risks.


5


We
have significant weaknesses in our system of internal controls that could
subject us to regulatory scrutiny or impair investor confidence, which could
adversely affect our business.





Section 404
of the Sarbanes-Oxley Act of 2002 requires companies to perform a comprehensive
evaluation of their internal controls.  At present, our system of
internal controls does not satisfy all applicable regulatory
requirements.  Future efforts to bring our system of internal controls
into compliance with Section 404 and related regulations will likely
require the commitment of significant financial and managerial
resources.  If we fail in that effort, we could be subject to
regulatory scrutiny or suffer a loss of investor confidence, which could
adversely affect our business.





We
may engage in significant related party transactions with affiliates to raise
capital that may give rise to conflicts of interest, result in significant
losses to our company or otherwise impair investor confidence, which could
adversely affect our business.





We may
engage in significant related party transactions with affiliates of our company
in order to provide the capital financing necessary to execute our business
model.





We
have been focused on the development of new technologies and, and as such, have
not generated revenues since inception. Investing in the Company before it has
generated revenues and earnings provides substantial risk to any
investor.





Investments
in pre-revenue companies are characterized by a high degree of risk. Investors
should take caution when considering our lack of revenue, earnings, and lengthy
product development cycle. Although we believe that our capital investments in
product development will ultimately generate revenues and earnings for the
Company, there can be no assurance that we will be able to do so.





We
have limited assets that may be used to develop our products and execute our
business plan. Our lack of assets may have an adverse impact on our ability to
generate revenues and earnings.





We have
limited financial and operational assets as well as limited long-term assets
such as property, facilities and equipment to fully develop our products. We
will need to raise additional capital to provide for a facility, purchase
equipment and inventory, and fund the labor required to appropriately develop
products in which we have made initial investments. Although we may not directly
manufacture our products, the cost of outsourcing such manufacturing would take
into account the aforementioned fixed and variable costs of
production.  Our lack of assets and the costs of acquiring such assets
may impair our ability to generate meaningful revenues and earnings which may
result in the decline of our stock price.





Our
common stock is trading at level whereby the enterprise value of the Company is
substantially larger than the book value of the Company’s
assets.  Should the company be unable to execute its business plan,
investors should be aware that the market price of the stock may decline such
that the market value and book value of the Company’s stock come into
parity.





Because
we are a development stage company without revenues or earnings, our future
financial and operational performance is highly uncertain.  Absent
substantial capital infusions, which may cause significant dilution to current
stockholders, the Company may not be in a position to execute is business plan.
Even if the Company is sufficiently capitalized, there is no assurance that we
will exit the development stage and generate meaningful revenues and
earnings.Because our
common stock is trading at a level whereby the enterprise value of the Company
is substantially larger than the book value of the Company’s assets, investors
may sustain losses should the market value of the Company’s stock and book value
of the Company come into parity. Although we are confident that we will
faithfully execute our business plan, there is no guarantee that we will be able
to do so.





We
have made, and expect to continue to make, investments in other companies for
the development of new products which entitle us to a portion of that company’s
future net income. The success of these investments depends on the ability of
other companies to successfully develop, market, and sell new products; and
generate revenues and earnings therefrom. The inability of Companies in which we
invest to generate net income may adversely affect our financial performance and
stock price.


6


There is
no assurance that our investments in other companies will be beneficial to us in
the future. In order for us to receive revenues from our investments, companies
in which we invest must generate net income. Since the businesses in which we
have been working with to make investments are of similar development stage,
they must also overcome many of the risk factors and uncertainties contained
herein. The success of these investments depends on the ability of other
companies to successfully develop, market, and sell new products; and generate
revenues and earnings therefrom. The inability of Companies in which we invest
to generate net income may adversely affect our financial performance and stock
price.





Our
growth strategy may not be executed as planned which could adversely impact our
financial condition and results of operations.





There can
be no assurance that our rapidly evolving and inherently unpredictable growth
strategy will be successful.  For example, there can be no assurance
that profit participation agreements that we have signed will materialize in
generating revenue for the Company. Execution of our growth strategy, if
achieved, may take longer than expected or cost more than expected. Our growth
strategy is dependent upon many variables, including, but not limited to,
market, legislative and regulatory dynamics. Any change to any of these dynamics
could affect the execution our growth strategy, including causing management to
change its strategy.





We
may incur substantial losses in the future as we expand our operations and
invest in the development of new products.





We will
incur costs related to investing in new product development before we generate
revenue from operations.  We will continue to incur costs during this
development phase. The foregoing costs and expenses will likely give rise to
substantial near-term operating losses and may prevent our company from
achieving profitability for an extended period of time.  We expect to
rely on equity and debt financing to fund our operating losses and other cash
requirements until we are able to generate profits from
operations.   If our net losses continue, we will experience
negative cash flow, which will hamper current operations and prevent our company
from expanding.  We may be unable to attain, sustain or increase
profitability on a quarterly or annual basis in the future, which could require
us to scale back or terminate our operations.





We
cannot predict the future availability of tax incentives and other governmental
subsidies.





Our
business may benefit from a number of different government tax incentives and
subsidies designed to encourage the development of alternative energy and reduce
pollution.   If the Federal and/or State government decide to
modify the subsidy regime in a way that significantly curtails the amount of
available subsidies, the impact on our company could be substantial. While we
believe the existing tax incentives and other governmental subsidies are not
likely to change rapidly; there is no assurance that future incentives will be
comparable with current incentives. The repeal or a material reduction of the
tax incentives and other subsidies would materially impact our revenue and could
force us to suspend or terminate operations.





Introducing
new products to the market is time consuming and expensive and may not
ultimately result in an operating profit.





The cost
associated with the introduction of new technologies can be very high and new
product lines often generate substantial losses for an extended period of time
before making a meaningful contribution to administrative overhead. There is no
assurance that any potential products from which we may generate revenue will be
successfully developed, or that our marketing activities will be successful
or profitable.  Even if we are ultimately successful, delays,
additional expenses and other factors may significantly impair our potential
profitability and there is no assurance that our company will ever generate
revenues or an operating profit.





We
will be a small player in an intensely competitive industry and may be unable to
compete.





The solar
power industry in the United States is large and intensely competitive. Many of
our competitors have substantially more financial and operational resources than
us. As a result of this competition, our efforts to commercialize any products
currently under development may be preempted, rendered obsolete, or priced out
of the market by our competitors.


7


We
may encounter legal actions related to intellectual property rights that could
adversely affect our financial and operational performance, and cause our stock
price to decline.





We may
unknowingly infringe or be perceived to have infringed on our competitors’
intellectual property rights, which may result in legal actions against
us.  Such actions could potentially impair our ability to market,
distribute and sell certain products that we develop or
distribute.  Our competitors have significantly greater financial and
legal resources to defend their intellectual property. Defending legal actions
related to intellectual property rights could be very costly and could adversely
affect our ability to execute our business plan and future financial
performance.





Products
that we are developing and/or distributing may be subject to certification and
approval from regulatory agencies such as the Federal Communications
Commission.





Products
that we are developing or distributing may be subject to testing and
certification from certain regulatory agencies including the Federal
Communications Commission. Should our products, or products that we intend to
distribute, fail meet regulatory standards and attain such certifications, our
ability to market, distribute and sell such products could be impaired.
Attainment of FCC certifications can be costly and may lead to substantially
longer product development timelines or prevent new products from coming to
market entirely. Should we fail to attain FCC or other regulatory
certifications, our financial and operational performance could be adversely
affected and our stock price could decline.





We
may issue additional shares of common stock or derivative securities that will
dilute the percentage ownership interest of our existing shareholders and may
dilute the book value per share of our common stock and adversely affect the
terms on which our company may obtain additional capital.





Our
authorized capital includes 500,000,000 shares of common stock.  The
Board of Directors has the authority, without action by or vote of our
shareholders, to issue all or part of the authorized shares of common and
preferred stock for any corporate purpose, including for the conversion or
retirement of debt. We are likely to seek additional equity capital in the
future as we develop our business and expand our operations. Any issuance of
additional shares of common stock or derivative securities will dilute the
percentage ownership interest of our shareholders and may dilute the book value
per share of our common stock. Additionally, the exercise or conversion of
derivative securities could adversely affect the terms on which our company can
obtain additional capital. Holders of derivative securities are most likely to
voluntarily exercise or convert their derivative securities when the exercise or
conversion price is less than the market price for the underlying common stock.
Holders of the securities will have the opportunity to profit from any rise in
the market value of our common stock or any increase in our net worth without
assuming the risks of ownership of the underlying shares of our common
stock.





We
are unlikely to pay dividends for the foreseeable future.





We have
never declared or paid cash dividends and we do not expect to pay cash dividends
in the foreseeable future. While our dividend policy will be based on the
operating results and capital needs of our business, we believe any future
earnings will be retained to finance ongoing operations and the expansion of our
business.


8


ITEM 6:
            EXHIBITS AND REPORTS ON FORM
      8-K





(a)
              Exhibits:Exhibit
      No.
              Description


31.1
              Section
      302 Certification32.1
              Section
      906 Certification





(b)
            Reports
      on Form 8-K:





None.





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Go
      Solar USA, Inc.By:
              /s/  Tyson
      RohdeTyson
      RohdeChairman
      of the Board and CEO(Principal
      Executive Officer andPrincipal
      Accounting Officer)





Date:  December
22, 2010


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