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 July 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 22,700,000 shares of the registrant’s common stock issued and outstanding
as August 31, 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.





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 July 31, 2010 and January 31,
      2010  (Unaudited)
                F-1Consolidated
      Statements of Operations for the three months and six months ended
      July 31, 2010 and 2009 and for the period from June 12, 2007
      (date of inception) through July 31, 2010 (Unaudited)
                F-2Consolidated
      Statements of Changes in Stockholders’ Deficit for the period from June
      12, 2007 (date of inception) through July 31, 2010
    (Unaudited)
                F-3Consolidated
      Statements of Cash Flows for the six months ended July 31, 2010 and 2009
      and for the period from June 12, 2007 (date of inception) through July 31,
      2010 (Unaudited)
                F-4NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                F-5 –
      F-10ITEM
      2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
                2ITEM
      3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISKS
                3ITEM
      4T – CONTROLS AND PROCEDURES
                3PART
      2 – OTHER INFORMATION
                4ITEM
      1A RISK FACTORS
                4ITEM
      6 – EXHIBITS
                7





GO SOLAR
USA, INC





(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
BALANCE SHEETS (UNAUDITED)







July 31, 2010
                            
                            
                            January 31, 2010ASSETSCURRENT ASSETSCash
                            
                            $
                            4,067
                            
                            
                            $
                            200Prepaid
      expenses
                            
                            
                            5,749
                            
                            
                            
                            -Total
      current assets
                            
                            
                            9,816
                            
                            
                            
                            200Intangible
      assets – patent rights
                            
                            
                            450,000
                            
                            
                            
                            -TOTAL
      ASSETS
                            
                            $
                            459,816
                            
                            
                            $
                            200LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESAccounts
      payable
                            
                            $
                            3,193
                            
                            
                            $
                            -Notes
      payable
                            
                            
                            547,695
                            
                            
                            
                            500,200Accrued
      interest
                            
                            
                            170,672
                            
                            
                            
                            141,349Total
      current liabilities
                            
                            
                            721,560
                            
                            
                            
                            641,549TOTAL LIABILITIES
                            
                            
                            721,560
                            
                            
                            
                            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; 22,100,000 and
      15,000,000 shares issued and outstanding, respectively
                            
                            
                            22,100
                            
                            
                            
                            15,000Stock
      payable
                            
                            
                            570,000
                            
                            
                            
                            -Additional
      paid-in capital
                            
                            
                            6,977,900
                            
                            
                            
                            (515,000
                            )Accumulated
      deficit from the development stage
                            
                            
                            (7,831,744
                            )
                            
                            
                            (141,349
                            )TOTAL
      STOCKHOLDERS' DEFICIT
                            
                            
                            (261,744
                            )
                            
                            
                            (641,349
                            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                            
                            $
                            459,816
                            
                            
                            $
                            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 July
                  31,
                
                
                Six months ended July 31,
                
                
                Inception
                  through2010
                
                
                2009
                
                
                2010
                
                
                2009
                
                
                July 31, 2010Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cost
      of revenue
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Gross
      profit
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -General
      and administrative expense
                
                
                115,382
                
                
                
                -
                
                
                
                166,051
                
                
                
                -
                
                
                
                166,051Loss
      from operations
                
                
                (115,382
                )
                
                
                -
                
                
                
                (166,051
                )
                
                
                -
                
                
                
                (166,051
                )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
                )
                
                
                -
                
                
                
                (120,000
                )Interest
      expense
                
                
                (12,408
                )
                
                
                (14,878
                )
                
                
                (29,344
                )
                
                
                (29,391
                )
                
                
                (170,693
                )NET
      LOSS
                
                $
                (247,790
                )
                
                $
                (14,878
                )
                
                $
                (7,690,395
                )
                
                $
                (29,391
                )
                
                $
                (7,831,744
                )Net
      loss per share:Basic
      and Diluted
                
                $
                (0.01
                )
                
                $
                (0.00
                )
                
                $
                (0.40
                )
                
                $
                (0.00
                )Weighted
      Average Number of Common Shares Outstanding:Basic
      and Diluted
                
                
                21,828,261
                
                
                
                15,000,000
                
                
                
                19,387,293
                
                
                
                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
                        
                        
                        Stock
                        
                        
                        Paid-In
                        
                        
                        Accumulated
                        
                        
                        Stockholders'Shares
                        
                        
                        Amount
                        
                        
                        Payable
                        
                        
                        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
                        
                        
                        5,000,000
                        
                        
                        
                        5,000
                        
                        
                        
                        -
                        
                        
                        
                        7,495,000
                        
                        
                        
                        -
                        
                        
                        
                        7,500,000Stock
      payable for - Acquisition of intangible assets
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        570,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        570,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (7,690,395
                        )
                        
                        
                        (7,690,395
                        ).BALANCE
      --July 31, 2010
                        
                        
                        22,100,000
                        
                        
                        $
                        22,100
                        
                        
                        $
                        570,000
                        
                        
                        $
                        6,977,900
                        
                        
                        $
                        (7,831,744
                        )
                        
                        $
                        (261,744
                        )


F-3


GO SOLAR
USA, INC





(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)




Period
      from
                  InceptionSix months ended July 31,
                
                
                (June
      12, 2007) to2010
                
                
                2009
                
                
                July 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
                
                $
                (7,690,395
                )
                
                $
                (29,391
                )
                
                $
                (7,831,744
                )Loss
      on conversion of note payable into stock
                
                
                7,375,000
                
                
                
                -
                
                
                
                7,375,000Loss
      on issuance of stock payable for intangible asset
                
                
                120,000
                
                
                
                -
                
                
                
                120,000Changes
      in operating assets and liabilities:Prepaid
      expenses
                
                
                (5,749
                )
                
                
                -
                
                
                
                (5,749
                )Accounts
      payable
                
                
                3,193
                
                
                
                -
                
                
                
                3,193Accrued
      interest on notes payable
                
                
                29,323
                
                
                
                29,391
                
                
                
                170,672NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (168,628
                )
                
                
                -
                
                
                
                (168,628
                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from notes and advances
                
                
                172,495
                
                
                
                -
                
                
                
                672,695Funds
      distributed to founders
                
                
                -
                
                
                
                -
                
                
                
                (500,000
                )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                172,495
                
                
                
                -
                
                
                
                172,695NET
      INCREASE IN CASH
                
                
                3,867
                
                
                
                -
                
                
                
                4,067CASH,
      Beginning of Period
                
                
                200
                
                
                
                -
                
                
                
                -CASH,
      End of Period
                
                $
                4,067
                
                
                $
                -
                
                
                $
                4,067Noncash
      investing and financing transactions:Issuance
      of stock for reorganization
                
                $
                2,100
                
                
                
                -
                
                
                $
                2,100Issuance
      of stock for conversion of debt
                
                $
                125,000
                
                
                
                -
                
                
                $
                125,000Issuance
      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


July 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").





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





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.





Management
Changes





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 was compensated $10,000 per month for his
services.  He is not covered by an employment agreement.





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.





On August
11, 2010, the Board of Directors appointed Tyson Rohde to serve as Chairman and
Chief Executive Officer of the Company.  Mr. Rohde brings with him
almost ten years of investment banking and business development experience,
including fossil-fuel and alternative energy development.  Mr. Rohde
holds a B.A. in Economics from the University of Texas. His consulting entity of
which he is the sole owner, Keystone Capital Corporation, is receiving payment
of $10,000 per month for his services rendered. He is not covered under an
employment agreement and does not own any shares of the Company’s
stock.




F-5


NOTE 2
–GOING CONCERN AND
MANAGEMENT PLANS





The
Company sustained a loss of $7,690,395 for the six months ended July 31,
2010, and as of July 31, 2010, had an accumulated deficit of
$7,831,744.





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 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 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 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.


F-6


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.




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 July 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.


F-7


NOTE 4 –
PROFIT PARTICIPATION
AGREEMENT





On July
1, 2010, the Company signed a Profit Participation Agreement (“PPA”) with a
third party.  Under the terms of the PPA, the Company will make six
monthly payments of $5,000 beginning in July 2010.  In return, the
Company will receive a 5% interest in the counterparty’s net profits of
technology sold for use with cell phones for a period of three years beginning
six 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.





Subsequent
to the end of the period, 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.





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 will be
amortized over the life of the underlying patent rights.  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 subsequent to the end of the
period and are included as stock payable in the amount of $570,000 on the
balance sheet at July 31, 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.





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, 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.





As of
July 31, 2010, the principal balance was $375,000 and accrued interest was
$170,672.





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 will account 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.





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


F-8


NOTE 7 –
ADVANCES FROM THIRD
PARTIES





During
the six months ended July 31, 2010, the Company received net, non-interest
bearing advances from certain third parties totaling $172,495.  The
total amount due under these advances as of July 31, 2010 was
$172,495.  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 will be
amortized over the life of the underlying patent rights.  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 subsequent to the end of the
period and are included as stock payable in the amount of $570,000 on the
balance sheet at July 31, 2010.





NOTE 9 –
SUBSEQUENT
EVENTS





Subsequent
to the end of the period, the Company issued 600,000 shares of common stock for
the stock payable in the amount of $570,000.





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 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 will account 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.





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





On August
11, 2010, the Board of Directors appointed Tyson Rohde to serve as Chairman and
Chief Executive Officer of the Company.  Mr. Rohde brings with him
almost ten years of investment banking and business development experience,
including fossil-fuel and alternative energy development.  Mr. Rohde
holds a B.A. in Economics from the University of Texas. His consulting entity of
which he is the sole owner, Keystone Capital Corporation, is receiving payment
of $10,000 per month for his services rendered. He is not covered under an
employment agreement and does not own any shares of the Company’s
stock.


F-9




On August
11, 2010, the Board of Directors appointed Maurice Stone to serve as a Director
on the Board of the Company. Mr. Stone will be a leading member of the Company’s
business development efforts and brings with him over 27 years of extensive
entrepreneurial and business management experience.  He is the
Chairman of the prestigious Energy Committee of the National Black Chamber of
Commerce.  Mr. Stone will not receive compensation for his services,
although he is eligible for bonuses at the discretion of the Board of
Directors.





Additionally,
on August 11, 2010, Mr. Thomas Massey resigned as the Company’s Chairman and
President to pursue other interests.  Mr. Massey’s departure was not
the result of a disagreement with the Company.





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 will have 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 shall retain full ownership of this technology.  The Option
Agreement has a term of 90 days.  The Company has agreed to pay Yosion
the sum of $20,000 for these option rights.





Subsequent
to the end of the period, the PPA signed on July 1, 2010 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.


F-10





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 American invented and
manufactured solutions.  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.





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





Six
months ended July 31, 2010 compared to six months ended July 31,
2009





For the
Period from Inception (June 12, 2007) to July 31, 2010, we have been in the
development stage and therefore have not generated any revenues.  For
the six months ended July 31, 2010, we incurred general and administrative
expenses of $166,051 associated with the operations of the Company and the
establishment of operations.  There were no such activities during the
six months ended July 31, 2009.  Interest expense totaled $29,344 for
the six months ended July 31, 2010 compared to $29,391 for the same period of
2009.  We recognized a loss on conversion of debt of $7,375,000 for
the six months ended July 31, 2010.  We recognized a loss on the
issuance of a stock payable for intangible assets of $120,000 for the six months
ended July 31, 2010.


2





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





For the
three months ended July 31, 2010, we incurred general and administrative
expenses of $115,382 associated with the operations of the Company and the
establishment of operations.  There were no such activities during the
three months ended July 31, 2009.  Interest expense totaled $12,408
for the three months ended July 31, 2010 compared to $14,878 for the same period
of 2009.    We recognized a loss on the issuance of a stock
payable for intangible assets of $120,000 for the three months ended July 31,
2010.





Liquidity and Capital
Resources





We
incurred a net loss of $7,690,395 for the six months ended July 31, 2010, and
had a working capital deficit of $711,744 as of July 31, 2010.  These
conditions create an 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.





COMMON
STOCK


We are
authorized to issue 500,000,000 shares of Common Stock, with a par value of
$0.001. There are 22,700,000 shares of Common Stock issued and outstanding as of
August 31, 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
August 31, 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.




3


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 July 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 July 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.





2.
            As of July 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 July 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 July 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 commodity and
power price fluctuations 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;


4





·
            Develop
      new products at the cost and on the time-table we project.  We
      may encounter unexpected technical 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.




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.


5


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.





There is no assurance that our
investments in other companies will provide to 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.


6





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.





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.




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.


7


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:  September
15, 2010




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