SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549







Form
10-Q







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


For
the quarterly period ended April 30, 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 22,100,000 shares of the registrant’s common stock issued and outstanding
as June 14, 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













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.





Subsequent
Events





All
statements contained in this Quarterly Report on Form 10-Q, including the
forward-looking statements discussed above, are made as of April 30, 2010,
unless those statements are expressly made as of another date.  We
disclaim any responsibility for the accuracy of any information contained in
this Quarterly Report on Form 10-Q to the extent such information is affected or
impacted by events, circumstances or developments occurring after April 30, 2010
or by the passage of time after such date.  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 FINANCIAL
      STATEMENTSBalance
      Sheets as of April 30, 2010 and January 31,
      2010  (Unaudited)
              F-1Statements
      of Operations for the three months ended April 30, 2010 and 2009 and for
      the period from June 12, 2007 (date of inception) through April 30, 2010
      (Unaudited)
              F-2Statements
      of Changes in Stockholders’ Deficit for the period from June 12, 2007
      (date of inception) through April 30, 2010 (Unaudited)
              F-3Statements
      of Cash Flows for the three months ended April 30, 2010 and 2009 and for
      the period from June 12, 2007 (date of inception) through April 30, 2010
      (Unaudited)
              F-4NOTES
      TO FINANCIAL STATEMENTS (UNAUDITED)
              5 –
      7ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              8ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISKS
              9ITEM 4T – CONTROLS AND
      PROCEDURES
              9PART 2 – OTHER INFORMATION
              9ITEM 6 – EXHIBITS AND REPORTS ON FORM
      8K
              9





GO SOLAR USA,
    INC(A
      DEVELOPMENT STAGE COMPANY)BALANCE SHEETS
  (UNAUDITED)




April 30, 2010
                                
                                
                                January 31, 2010ASSETSCURRENT ASSETSCash
                                
                                $
                                1,166
                                
                                
                                $
                                200Total
      Current Assets
                                
                                
                                1,166
                                
                                
                                
                                200TOTAL
      ASSETS
                                
                                $
                                1,166
                                
                                
                                $
                                200LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESAccounts
      payable
                                
                                $
                                479
                                
                                
                                $
                                -Notes
      payable
                                
                                
                                552,259
                                
                                
                                
                                500,200Accrued
      interest
                                
                                
                                32,382
                                
                                
                                
                                141,349Total
      Current Liabilities
                                
                                
                                585,120
                                
                                
                                
                                641,549TOTAL LIABILITIES
                                
                                $
                                585,120
                                
                                
                                $
                                641,549STOCKHOLDERS'  DEFICITCommon
      stock, no par value, 500,000,000 shares authorized;17,100,000
      and 15,000,000 shares issued and outstanding, respectively
                                
                                
                                17,100
                                
                                
                                
                                15,000Stock
      payable
                                
                                
                                7,500,000
                                
                                
                                
                                -Additional
      Paid In Capital
                                
                                
                                (517,100
                                )
                                
                                
                                (515,000
                                )Accumulated
      Deficit from the Development Stage
                                
                                
                                (7,583,954
                                )
                                
                                
                                (141,349
                                )TOTAL
      STOCKHOLDERS' DEFICIT
                                
                                
                                (583,954
                                )
                                
                                
                                (641,349
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                
                                $
                                1,166
                                
                                
                                $
                                200





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


F-1





GO SOLAR USA, INC(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS
      (UNAUDITED)




Period from
                            InceptionThree months ended April 30,
                          
                          
                          June 12, 2007 to2010
                          
                          
                          2009
                          
                          
                          April 30, 2010REVENUES
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -COST OF REVENUES
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -GROSS
      PROFIT
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -GENERAL
      AND ADMINISTRATIVE
                          
                          
                          50,669
                          
                          
                          
                          -
                          
                          
                          
                          50,669LOSS
      FROM OPERATIONS
                          
                          
                          (50,669
                          )
                          
                          
                          -
                          
                          
                          
                          (50,669
                          )OTHER EXPENSELoss
      on conversion of debt
                          
                          
                          (7,375,000
                          )
                          
                          
                          -
                          
                          
                          
                          (7,375,000
                          )Interest
      expense
                          
                          
                          (16,936
                          )
                          
                          
                          (14,513
                          )
                          
                          
                          (158,285
                          )NET
      LOSS
                          
                          $
                          (7,442,605
                          )
                          
                          $
                          (14,513
                          )
                          
                          $
                          (7,583,954
                          )NET LOSS PER SHARE:Basic
      and Diluted
                          
                          $
                          (0.44
                          )
                          
                          $
                          (0.00
                          )Weighted
      Average Number of Common Shares OutstandingBasic
      and Diluted
                          
                          
                          16,864,045
                          
                          
                          
                          15,000,000





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


F-2




GO SOLAR USA, INC(A
      DEVELOPMENT STAGE COMPANY)STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
      (UNAUDITED)




Additional
                
                
                
                
                
                TotalCommon Stock
                
                
                Stock
                
                
                Paid-In
                
                
                Accumulated
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Payable
                
                
                Capital
                
                
                Defecit
                
                
                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
                
                
                -
                
                
                
                -
                
                
                
                7,500,000
                
                
                
                -
                
                
                
                -
                
                
                
                7,500,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (7,442,605
                )
                
                
                (7,442,605
                ).BALANCE
      — April 30, 2010
                
                
                17,100,000
                
                
                $
                17,100
                
                
                $
                7,500,000
                
                
                $
                (517,100
                )
                
                $
                (7,583,954
                )
                
                $
                (583,954
                )





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


F-3





GO SOLAR USA, INC(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWS
      (UNAUDITED)




Period from
                        InceptionThree months ended April 30,
                      
                      
                      June 12, 2007 to2010
                      
                      
                      2009
                      
                      
                      April 30, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet
      Loss
                      
                      $
                      (7,442,605
                      )
                      
                      $
                      (14,513
                      )
                      
                      $
                      (7,583,954
                      )Loss
      on conversion of note payable into stock payable
                      
                      
                      7,375,000
                      
                      
                      
                      -
                      
                      
                      
                      7,375,000Changes
      in operating assets and liabilities:Accounts
      payable
                      
                      
                      479
                      
                      
                      
                      -
                      
                      
                      
                      479Accrued
      Interest on Notes Payable
                      
                      
                      16,033
                      
                      
                      
                      14,513
                      
                      
                      
                      157,382NET
      CASH USED IN OPERATING ACTIVITIES
                      
                      
                      (51,093
                      )
                      
                      
                      -
                      
                      
                      
                      (51,093
                      )CASH FLOWS FROM FINANCING
      ACTIVITIESNote
      Proceeds
                      
                      
                      52,059
                      
                      
                      
                      -
                      
                      
                      
                      552,259Funds
      distributed to founders
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (500,000
                      )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                      
                      
                      52,059
                      
                      
                      
                      -
                      
                      
                      
                      52,259NET
      INCREASE IN CASH
                      
                      
                      966
                      
                      
                      
                      -
                      
                      
                      
                      1,166CASH,
      Beginning of Period
                      
                      
                      200
                      
                      
                      
                      -
                      
                      
                      
                      -CASH,
      End of Period
                      
                      $
                      1,166
                      
                      
                      $
                      -
                      
                      
                      $
                      1,166Noncash
      investing and financing transactions:Issuance
      of stock for reorganization
                      
                      $
                      2,100
                      
                      
                      
                      -
                      
                      
                      $
                      2,100Issuance
      of stock payable for conversion of debt
                      
                      $
                      125,000
                      
                      
                      
                      -
                      
                      
                      $
                      125,000





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


F-4


GO SOLAR
USA, INC.





(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
UNAUDITED FINANCIAL STATEMENTS


APRIL 30,
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").





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 will
hereinafter be 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
reentered 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 are fractional
shares, such fractional shares will be 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





Since its
inception, GUSA has focused on the development of American designed and
manufactured solar power solutions.  To date, GUSA has not generated
revenues or earnings as a result of its activities.





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.





NOTE 2
–GOING CONCERN AND
MANAGEMENT PLANS





The
Company sustained a substantial operating loss of approximately $7,584,000 for
the Period from Inception, June 12, 2007 through April 30, 2010, and as of April
30, 2010, had an accumulated deficit of approximately $7,584,000.





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 that might result from the outcome of this
uncertainty.





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 shareholder loans for much of
its operating capital.  The Company will need to raise capital in the next
twelve months in order to remain in business.


5




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 believes
that certain shareholders will continue to advance the capital required to meet
the Company’s financial obligations.  There is no assurance, however,
that these shareholders 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 significant profit 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 (GAAP) in the United
States.  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 have been prepared
solely from the accounts of Go Solar USA, Inc.





INTERIM
FINANCIAL STATEMENTS – These financial statements are prepared on the accrual
basis of accounting in conformity with accounting principles generally accepted
in the United States of America 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.





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 customers for the sales of the Company’s products.





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.





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 –
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 three months
ended April 30, 2010, the Company agreed to convert accrued interest 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 subsequent to the end of the period and
are included as stock payable in the amount of $7,500,000 in the balance sheet
at April 30, 2010.


6


As of
April 30, 2010, the principal balance was $500,000 and accrued interest was
$32,382.





NOTE 5 –
ADVANCES FROM THIRD
PARTIES





During
the three months ended April 30, 2010, the Company had received net,
non-interest bearing advances from certain third parties totaling
$52,059.  The total amount due under these advances as of April 30,
2010 was $52,259.  These advances are not collateralized and are due
on demand.  Interest was not imputed on these advances due to
immateriality.





NOTE 6 –
STOCKHOLDERS’
DEFICIT





During
the year ended January 31, 2007, the Company issued 15,000,000 shares of its
common stock to two entities for services rendered during the formation of the
Company.  As such these issuances are considered founders shares and
are carried on the books of the Company with a zero value.





Additionally,
during the year ended January 31, 2007 the Company distributed $500,000 to its
founders for services rendered during the formation of the Company.





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 accrued interest payable 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.  The shares were issued subsequent to the
end of the period and are included as stock payable in the amount of $7,500,000
in the balance sheet at April 30, 2010.




NOTE 7 –
SUBSEQUENT
EVENTS





Subsequent
to the end of the period, the Company issued 5,000,000 shares of common stock
for the stock payable in the amount of $7,500,000.





On June
10, 2010, the Company’s Board of Directors appointed Thomas Massey to serve as
Chief Executive Officer and a member of the Board of Directors.  Mr.
Massey will be compensated $120,000 per year for his services.  He is
not covered by an employment agreement.





Additionally,
on June 10, 2010, Mr. J. David Brotherton resigned as the Company’s Chairman and
President to pursue other interests.  Mr. Brotherton’s departure was
not the result of a disagreement with the Company.


7


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.  Since its inception, GUSA has focused on the development of
American designed and manufactured solar power solutions.  To date,
GUSA has not generated revenues or earnings as a result of its
activities.





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.





Results
of Operations





For the
Period from Inception (June 12, 2007) to April 30, 2010, we have been in the
development stage and therefore have not produced any revenues.  For
the three months ended April 30, 2010, we incurred general and administrative
expenses of $50,669 associated with the operations of the Company and the
establishment of operations.  There were no such activities during the
three months ended April 30, 2009.  Interest expense totaled $16,936
for the three months ended April 30, 2010 compared to $14,513 for the same
period of 2009.  We recognized a loss on conversion of debt of
$7,375,000 for the three months ended April 30, 2010.





Liquidity and Capital
Resources





We
incurred a net loss of $7,442,605 for the three months ended April 30, 2010, and
had a working capital deficit of $583,954 as of April 30, 2010.  These
conditions create an uncertainty as to the Company’s ability to continue as a
going concern.





We
continue to rely on advances from third parties to fund operating shortfalls and
does 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.





COMMON
STOCK


We are
authorized to issue 500,000,000 shares of Common Stock, with a par value of
$0.001. There are 22,100,000 shares of Common Stock issued and outstanding as of
the date of this form 10-Q. 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.


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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 the
date of this form 10-Q.




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 April 30, 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 April 30, 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 e a material
weakness.





2.
            As
      of April 30, 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 April 30,
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 April 30, 2010 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.





PART
II. OTHER INFORMATION





ITEM
6:          EXHIBITS AND
REPORTS ON FORM 8-K





(a)    Exhibits:


Exhibit
      No.
            Description31.1
            Section
      302 Certification32.1
            Section
      906 Certification


(b)    Reports
on Form 8-K:





None.




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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/  Thomas
  MasseyThomas
      MasseyChairman
      of the Board
              Chief Executive Officer(Principal
      Executive Officer andPrincipal
      Accounting Officer)





Date: June
15, 2010


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