UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                AMENDMENT NO. 1
                                       to
                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the fiscal year ended December 31, 2011

                                       OR

[ ] 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 0-54036


                              CIRALIGHT GLOBAL, INC
             (Exact name of registrant as specified in its charter)

         Nevada                                          26-4549003
(State of Incorporation)                    (I.R.S. Employer Identification No.)

         15303 Ventura Blvd., 9th Floor, Sherman Oaks, California 91403
                    (Address of principal executive offices)

                                 (877) 520-5005
              (Registrant's telephone number, including area code)

                  670 E. Parkridge, Suite 112, Corona, CA 92879
                 (Former address of principal executive offices)

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class
                          Common Stock, $.001 par value

Indicate by check mark if the  registrant  is a  well-known  seasoned  issuer as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S- K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

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
definitions  of "large  accelerated  filer,"  "accelerated  filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common  equity,  as of the
last  business day of the  Registrant's  most recently  completed  second fiscal
quarter (June 30, 2011) was approximately $4,534,995.

As of  March  19,  2012,  there  were  14,322,567  shares  of our  common  stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions  of the  Definitive  Proxy  Statement  for the 2012  Annual  Meeting of
Shareholders are incorporated by reference in Part III hereof.
<PAGE>
                                EXPLANATORY NOTE

     This  Amendment  No. 1 on Form  10-K/A  ("Amendment")  amends the Form 10-K
Annual Report for Ciralight Global,  Inc.  ("Company") for the fiscal year ended
December  31, 2011  ("Original  Form  10-K").  This  Amendment is being filed in
response to SEC Staff comments and is being filed to revise language in Exhibits
31.1,  31.2,  32.1 and 32.2. This Amendment may be relied on as the final Annual
Report on Form 10-K for the fiscal year ended  December 31, 2012,  and should be
read in  conjunction  with the  Company's  other  filings  with  the  SEC.  This
Amendment does not change any textural or financial information contained in the
body of the Original Form 10-K. The filing of this Amendment is not an admission
that our Original Form 10-K included any untrue  statement of a material fact or
omitted to state a material fact  necessary to make the  statements  therein not
misleading.

                                TABLE OF CONTENTS

ITEMS                                                                       PAGE
-----                                                                       ----
                                     PART I

Item 1.  Business                                                              4
Item 1A. Risk Factors                                                         14
Item 1B. Unresolved Staff Comments                                            14
Item 2.  Properties                                                           14
Item 3.  Legal Proceedings                                                    14
Item 4.  (Removed and Reserved)                                               15

                                     PART II

Item 5.  Market For Common Equity and Related Stockholder Matters and Issuer
         Purchases of Equity Securities                                       15
Item 6.  Selected Financial Data                                              16
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                16

Item 7A. Quantitative and Qualitative Disclosure About Market Risks           24
Item 8.  Financial Statements and Supplementary Data                          24
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                                 24
Item 9A. Controls and Procedures                                              24
Item 9B. Other Information                                                    25

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance               25
Item 11. Executive Compensation                                               25
Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters                                          25
Item 13  Certain Relationships and Related Transactions, and Director
         Independence                                                         26
Item 14. Principal Accounting Fees and Services                               26

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules                              26

                                       2
<PAGE>
                  CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This 2011  Annual  Report on Form 10-K ("2011  Annual  Report"),  including  the
accompanying financial statements of the Company and the notes thereto appearing
in Item 8 herein  ("Financial  Statements"),  the  Management's  Discussion  and
Analysis of Financial  Condition and Results of  Operations  appearing in Item 7
herein ("MD&A") and the other Exhibits and Financial  Statement  Schedules filed
as a part hereof or incorporated by reference  herein may contain or incorporate
by  reference   information  that  includes  or  is  based  on  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.  Forward-looking  statements
give expectations or forecasts of future events.  The reader can indentify these
forward-looking  statements  by the fact that  they do not  relate  strictly  to
historical or current  facts.  They use words such as  "believe(s),"  "goal(s),"
"target(s),"  "estimate(s),"   "anticipate(s),"   "forecast(s),"   "project(s),"
(plan(s)," "intend(s),"  "expect(s)," "might," may" and other words and terms of
similar meaning in connection with a discussion of future  operating,  financial
performance or financial condition.  Forward-looking  statements, in particular,
include statements relating to future actions, prospective services or products,
future  performance or results of current and anticipated  services or products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings,
trends of operations and financial results.

Any  or  all  forward-looking   statements  may  turn  out  to  be  wrong,  and,
accordingly,  readers  are  cautioned  not  to  place  undue  reliance  on  such
statements,  which speak only as of the date of this 2011 Annual  Report.  These
statements are based on current  expectations  and current the current  economic
environment. They involve a number of risks and uncertainties that are difficult
to predict.  These statements are not guarantees of future  performance;  actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking  statements.  Forward-looking  statements  can  be  affected  by
inaccurate assumptions or by known or unknown risks and uncertainties. Many such
factors  will be important  in  determining  the  Company's  actual  results and
financial  condition.  The reader should  consider the following list of general
factors that could affect the Company's future results and financial condition.

Among the  general  factors  that  could  cause  actual  results  and  financial
condition to differ  materially from estimated  results and financial  condition
are:

     *    the  success or failure of  management's  efforts to  implement  their
          business strategy;
     *    the  ability  of the  Company  to  raise  sufficient  capital  to meet
          operating requirements;
     *    the  uncertainty  of consumer  demand for our  products,  services and
          technologies;
     *    the  ability  of the  Company  to protect  our  intellectual  property
          rights;
     *    the  ability  of  the  Company  to  compete  with  major   established
          companies;
     *    the level of success and costs  expended  in  realizing  economies  of
          scale  and  implementing   significant  business   consolidations  and
          technology initiatives;
     *    heightened competition,  including,  with respect to pricing, entry of
          new  competitors  and  the  development  of new  products  by new  and
          existing competitors;
     *    absolute and relative performance of our products and services;
     *    the effect of changing economic conditions;
     *    the ability of the Company to attract and retain quality employees and
          management;
     *    the current global recession and financial uncertainty; and
     *    other risks which may be  described  in future  filings  with the U.S.
          Securities and Exchange Commission ("SEC").

No assurances can be given that the results  contemplated in any forward-looking
statements will be achieved or will be achieved in any particular timetable.  We
assume  no  obligation  to  publicly  correct  or  update  any   forward-looking
statements as a result of events or developments  subsequent to the date of this
2011  Annual  Report.  The reader is  advised,  however,  to consult any further
disclosures we make on related subjects in our filings with the SEC.

                                       3
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

GENERAL

Ciralight  (referred to in this Report as the "company",  "we",  "our" and "us")
manufactures patented  SunTracker(TM)  lighting solutions that enable commercial
and industrial  buildings to utilize sunlight to illuminate  indoor spaces.  The
SunTracker(TM)  unit  utilizes a solar  powered  GPS  controller  and mirrors to
direct  sunlight  through a skylight  diffuser.  The result is a self contained,
completely sustainable lighting solution that can offer up to 10.5 hours of free
indoor light.

Using  Sun-tracking  technology  allows our  skylights to  illuminate  buildings
longer and more effectively than traditional skylights. Furthermore, the natural
diffused  light is high  quality,  more  conducive to retail,  educational,  and
industrial  purposes.  SunTracker(TM)  skylights  provide the  illumination of a
1,000 watt metal halide light fixture.

These units are entirely Solar Powered so they do not require any electricity or
electrical  hookup.  Smart  SunTrackers(TM)  are designed with two heat traps so
they prevent the heat gain associated with traditional skylights.

Ciralight SunTrackers(TM) are used by Staples, Office Depot, IKEA, Google, Whole
Foods, Johnson and Johnson, Caterpillar,  Emerson, Frito Lay, Schiphol Amsterdam
Airport, Boeing, Eaton, and others.

ADVANTAGES OF CIRALIGHT SMART SUNTRACKER(TM)

     1.   Save Energy by shutting of electric lights during daytime "peak" hours
     2.   Save   on   Air-Conditioning   costs   by   reducing   need   to   run
          Air-Conditioning to offset heat generated from Electric light fixtures
          or standard skylights
     3.   Save on maintenance costs associated with electric lights
     4.   High light quality provides better  illumination,  color rendition and
          less shadows
     5.   Does not flicker or hum
     6.   Receive  certain  Federal,  State  &  Local  Tax  benefits  &  Utility
          incentives as a Green Energy product
     7.   Operates when sun is low in the sky, a critical advantage over passive
          skylights

"DAYLIGHTING" DESCRIBED

Daylighting is the practice of using natural light to illuminate building space.
Using natural light from the sun to illuminate  buildings  costs nothing and the
result  is  a  compelling,   efficient   lighting  solution  that  protects  the
environment.  By consuming less energy,  daylit buildings reduce fossil fuel use
and carbon dioxide emissions associated with global warming and climate change.

Studies show that people thrive in naturally lit environments. Studies show that
shoppers linger longer and buy more in stores that use daylighting. Sales in day
lit stores are on average six percent higher and as high as 40% more than stores
without daylighting.  In addition, students learn better in daylight classrooms.
Students in classrooms  with advanced  daylighting  performed 20% higher on test
scores than  students  in  classrooms  without  daylighting.  In the  workplace,
business that use daylighting find that workers are more  productive,  with less
absenteeism, less turnover and higher moral among employees.

The  U.S.  Department  of  Energy  statistics  show  that 29% of  energy  use in
commercial buildings is for lighting.  This amount is 40% to 50% in schools. The
DOE projects that electricity  consumption  between 2010 and 2030 will grow from
14.85   quadrillion  BTUs  to  20.30  quadrillion  BTUs.  This  is  expected  to
significantly   increase  electrical  utility  costs  for  retailers,   schools.
industrial, and commercial users .

According to the Sustainable Building Technical Manual, chapter IV.7, page 90, a
well-designed  daylit  building is estimated to reduce  lighting energy use from
50% to as much as 80%.

                                       4
<PAGE>
Day lit buildings make a statement  about their owners and  occupants;  they are
socially and fiscally responsible.

"ADVANCED SKYLIGHTS" DESCRIBED

Standard  skylights are typically either shaped plastic  skylights or flat glass
skylights  that are open below and provide  direct  sunlight  into the  building
space.  Standard skylights typically provide the most light when the sun is high
in the sky  but  ineffective  when  the  sun is low in the  sky,  such as in the
morning or late afternoon hours.  Standard  skylights  provide uneven light that
varies  throughout  the day  depending  on the sun's  angle and direct  sunlight
creates glare and heat for the  occupants.  Standard  skylights  provide  usable
light for a limited number of hours a day and,  therefore,  provide only limited
energy savings.

Advanced  skylights  are defined as  skylights  incorporating  technology  which
enables optical redirection of sunlight into a building.  Advanced skylights use
either  "active"  or  "passive"  technology.  An advanced  skylight  with active
technology  employs the use of moving parts such as rotating  mirrors inside the
skylight dome, while advanced  skylights with passive  technology have no moving
parts and use prismatic  materials  incorporated into the skylight dome surface.
Active  advanced  skylights  claim better  overall  daylighting  performance  by
increasing the number of daylight hours  available by tracking and  re-directing
the sunlight into  buildings even at the extremes of the day when the sun is low
on the horizon.  Passive advanced skylights are not able to capture the sunlight
during the extreme hours of the day when the sun is low in the sky.

PRODUCTS AND TECHNOLOGY

Our Ciralight  Suntrackers(TM)are  classified as Active Advanced Skylights.  Our
products are an energy saving,  cost saving lighting  solution.  We are a viable
sustainable energy solution

Our SunTracker(TM) systems have successfully passed life cycle test wherein they
were  subjected to harsh weather  conditions in an  environmental  chamber for a
period  equivalent to 30 years. The tests showed that our Smart Skylights have a
30 year life expectancy.

 Users of our  SunTracker(TM)  units are  entitled to certain tax  benefits  and
utility  company  incentives that are not available to passive  skylights.  This
provides us with a competitive  advantage.  SunTrackers(TM) are completely solar
powered and while they are powered by only a 5 watt solar  panel,  they  provide
the illumination of a 1,000 watt metal halide light fixture.

Currently  our  SunTrackers(TM)  are offered in the size of 4ft x 4 ft and 4ft x
8ft. We have released a 4 x 8 version of SunTracker(TM)  that we believe will be
popular for retrofitting existing passive skylights that are already in place at
warehouses and commercial  buildings.  Property owners are able to replace their
existing  traditional less efficient skylights with our 4ft x 8ft SunTracker(TM)
for minimal cost as a means to make their  facilities more energy  efficient and
reduce their energy costs.

We believe our SunTracker(TM) product is unique in the following ways:

     *    GPS   Controller  -  Each   SunTracker(TM)   unit   includes  a  fully
          self-contained   solar  powered  Global   Positioning  System  ("GPS")
          controller  that tracks the  position  of the sun and insures  maximum
          light  throughout the daytime hours. The use of the GPS Controller and
          mirrors  provide  up to three  times  more  light  than the light from
          standard  skylights  and  allows  users to turn off  their  electrical
          lights for up to 10.5 hours a day.
     *    Light  Diffusion  and  Thermal  Barrier - Each unit  includes  (i) two
          state-of-the-art  prismatic lens that transform the sunlight into high
          levels of evenly  dispersed  and diffused  natural  light,  creating a
          clean,  pleasant,  abundant  natural light that is easier on the eyes,
          and (ii) a dual panel  thermal  barrier that prevents the typical heat
          gain associated with standard skylights from entering into the lighted
          space resulting in less than one-half the heat of a common fluorescent
          light fixture.  This provides  additional savings by reducing the need
          to run  air-conditioning  to  off-set  the  heat  caused  by  standard
          skylights  and heat  generating  light  fixtures  that with the use of
          Smart Skylights are turned off during the daytime.

                                       5
<PAGE>
     *    Solar Powered - Each  SunTracker(TM) is entirely solar powered.  There
          is no electrical hookup required.  The system is designed to store the
          solar energy  created  from the solar panel to run the  SunTracker(TM)
          even if the sun is not out.
     *    Mirror Array - Each unit  contains  either a dynamic  single or triple
          mirror tracking array. The mirrors  continuously  track the sun across
          the sky even  during  winter's  low sun angles and provide an abundant
          source of free light with no flickering or humming of electricity. The
          mirror  array and GPS  controller  direct  the  sunlight  through  two
          special  diffuser  lenses,  through the lightwell an into the building
          space.
     *    Acrylic  Super-Impact  Skylight Dome - Each SunTracker(TM)  features a
          clear,  thermally  formed,  high impact  resistant  acrylic  dome that
          provides superior strength and UV resistance and is easy to install.

In addition,  our SunTracker(TM)  products provide natural daylighting that is a
key  consideration  when  building  to  United  States  Green  Building  Council
("USGBC")  standards  and for receiving  Leadership in Energy and  Environmental
Design ("LEED") certification. Our Smart Skylights(TM) are Energy Star Products.
Smart Skylights(TM) are maintenance free, energy saving,  powered by the sun and
completely self-contained.

Ciralight SunTrackers(TM) are sold with a ten year warranty.

MANUFACTURING

At the present  time,  we contract with  manufacturers  who have  expertise in a
particular  industry to produce the components of our  SunTracker(TM)  products.
All manufacturing is done by companies in the United States and our products are
made in the  United  States.  We have an  excellent  relationship  with  all our
manufactures.  We purchase components from our manufacturers by issuing purchase
orders.  The terms of these purchase orders are typically Net 30 days,  although
we have elected to pay for our purchases at the time of delivery.  Therefore, we
have fully paid for our entire inventory of components at our Corona, California
warehouse.  The terms of our purchase orders with our  manufacturers  are F.O.B.
origin. Therefore, as the purchaser of these component parts, we are responsible
for the cost of shipping our components  from a  manufacturer's  location to our
warehouse  in  Corona,  California  where  all our  components  are  stored.  As
customers  purchase our products,  the  components  are picked and kitted at our
Warehouse for shipment to the project job site. The assembly and installation of
the  SunTracker(TM)  occurs at the  jobsite  and is  handled  by our  dealers or
distributors and their  subcontractors.  We have no role or responsibility  with
respect to the installation or assembly of our products.

Our manufacturers  were chosen based on two critical  factors:  (1) the level of
quality  control  programs they have in place at their  facilities and (2) their
ability to handle large volumes for producing  our component  parts.  All of our
manufacturers  and suppliers  are standard  fabrication  and assembly  companies
capable of meeting  large volume  product  demands and,  therefore,  have excess
capacity to handle significant increases in our sales. Although we are dependent
on our manufacturers and suppliers,  we have alternative firms who could provide
the same production to us on short notice.

Our manufacturers include the following:

     Manufacturer                   Component                        Location
     ------------                   ---------                        --------
     All Metals                   Mirror Assembly                    Texas
     Angell & Giroux              Lightwells                         California
     Apex Plastics                GPS Controller Case                Texas
     CanFab                       Roof curbs                         California
     Empire Metal Products        Lightwells/Roof curbs              Arizona
     KCC International            Roof Curbs                         Kentucky
     Malcolite Corporation        Lenses                             California

                                       6
<PAGE>
     Plastic Fabricating          Lenses                             Utah
     Ray's Plastics               Skylight Dome                      California
     Replex Plastics              Skylight Dome                      Ohio
     Solar Industries             Dome Metal Frame                   Arizona
     Suntron Corporation          GPS Electronics and Assembly       Texas

MARKETS AND MARKETING

We are currently  marketing our SunTracker(TM)  products to Architects,  Roofing
and General  Contractors,  Lighting Companies,  Solar Companies,  Retail Chains,
industrial and commercial  property owners and managers.  Our target  properties
are warehouses,  industrial buildings, retail stores, public facilities, schools
and military facilities within the United States. We are working on establishing
sales in Canada, Mexico, Europe and in other overseas markets.

Our  marketing  efforts  will be directed  to create  greater  awareness  of our
products  in the market  place as an  innovative,  energy  saving  solution  for
lighting in the  building  industry.  Our  marketing  will be geared  toward new
construction and retrofitting existing buildings.

The market for  advanced  skylights  is growing  due to  pressures  on  building
owners,  tenants,  schools and government  agencies to reduce energy consumption
and save on utility costs. Our SunTrackers(TM) are a break-through energy saving
product.

This movement  toward  "green"  energy  solutions and the pressure to reduce the
carbon footprint, as well as other environmental  initiatives,  will continue to
spur the  growth in this  market  segment  and the need for  solutions  like our
SunTracker(TM).

We currently  sell our products  through a network of dealers and  distributors.
Dealers  and  Distributors  are  typically  companies  that are  already  in the
lighting,  roofing or renewable energy business.  Dealers buy our products at an
established  dealer  price and resell the product to end users at the  suggested
retail price.  Distributors are typically identified for foreign countries where
they are  responsible  for  purchasing,  housing and supplying our products to a
network of  Dealers  they are  required  to  establish  within  their  appointed
territories.

DEALER AGREEMENTS:

Our dealer agreements are non-exclusive as no single dealer has been awarded the
exclusive  right to market and sell our products within any  geographical  area.
Our dealer agreements typically have an initial term of three years with options
to renew  for  additional  one year  periods,  provided  that the  dealers  have
complied with the terms and conditions of their dealer  agreements.  Our dealers
purchase our skylights at our Dealer Price Level and they are encouraged to sell
our skylights at our suggested retail price.  However,  our dealers may sell our
skylights  at any price they wish.  We require our dealers to make a 50% deposit
at the time they place an order with the  balance of 50% payable  upon  delivery
F.O.B.  our Corona  warehouse.  We may grant better payment terms to dealers who
have good payment  histories with us, in which case we may grant them Net 21 Day
or Net 30 Day terms.  Since we ship our skylights F.O.B.  our Corona  warehouse,
our dealers or customers bear the cost of shipping and bear the risk of any loss
or damage from shipping.

Currently, we have the following dealers:

     A Greener New Jersey (United States)
     Adler Technology (United States)
     AdvanTek (United States)
     AIA Skylights (United States)
     Arizona Solar Concepts (United States)
     ATEE Corp. (Mexico)
     Bear Electric (United States)
     Best Contracting Services (United States)

                                       7
<PAGE>
     BPL Carbon Free Solutions (United States)
     Centimark Roofing (United States)
     Chaparral Green Energy Solutions, LLC (United States)
     City Solar (United States)
     Concept RHE (Spain)
     Customized Roofing (United States)
     Desert Power Inc. (United States)
     Eco-Smart, Inc. (United States)
     Energy 21 USA LLC (United States)
     European Solar Engineering (Denmark)
     Freelite Skylights (United States)
     Global NES of Arizona (United States)
     Global NES of Oregon (United States)
     Grand Canyon Supplies, Inc. (United States)
     Greencrest Energy Solutions (United States)
     Green Tech Design-Build, Inc.(United States)
     Green Tree Products (United States)
     GS Consulting Corp S.A. de C. V. (El Salvador)
     Hallman & Keele (United States)
     IMASTEC (Spain)
     Inline Electric (United States)
     JJ Ltd (United States)
     Kemper & Associates, Inc., d/b/a Total Roofing & Reconstruction
      (United States)
     Lighting Audit Services (United States)
     Matrix Roofing (United States)
     MGM Electric Limited (Canada)
     Mulick Construction (United States)
     Nevada Energy Audit (United States)
     Pacific HVAC (United States)
     PEP Solar (United States)
     Progressive Roofing (United States)
     Samjung Tech, Inc. (South Korea)
     Sola Tech Consulting (United States)
     Straight Up Energy (United States)
     Suntricity (United States)
     SW Daylight (United States)
     The Energy Solutions Group Worldwide, LLC (United States)
     Total Roofing & Reconstruction (United States)
     Urban Green Solutions, Inc. (Puerto Rico)
     Vega Solar (United States)
     WePower (United States)

DISTRIBUTOR AGREEMENTS:

In the international markets, we will generally select large companies to act as
our  exclusive  distributors  in a foreign  country.  Our payment terms with our
domestic  and  international  distributors  are the same as our  terms  with our
dealers. Our international distributors are responsible for all costs associated
with  clearing  customs  and  any  tariffs.   We  encourage  our   international
distributors to recruit dealers within their territories to sell our skylights.

Currently, we have the following distributors:

     Ciralight Europe (29 European Union Countries)
     RSB Construction LTD.  (Turkey)
     ZEEV Shimon & Sons, Ltd.  (Israel)

                                       8
<PAGE>
In addition we currently have interest from companies  wishing to become Dealers
or Distributors in Australia,  Brazil,  Canada, Chili,  Germany,  Greece, Italy,
Indonesia,  Japan,  Poland and Romania.  We are at various stages of discussions
and negotiations with these companies and we have not yet reached any definitive
terms with any one of these companies.

After securing the technology rights to the Suntracker(TM)  products, we elected
to undertake a process of  reviewing  and  enhancing  the design to take it from
good quality to  industrial  grade  quality.  This process  included an improved
design of numerous components including the GPS Controller, the post system, the
mirror  assembly and  consolidating  the mid-tray  frame and dome frame into one
frame.  At that time, we elected to remove the product from the market until all
the improvements were completed.

In  December  2009,  the  SunTracker(TM)  passed a 30 year life cycle test under
extreme  environmental  conditions.  This demonstrated the  SunTracker(TM) to be
robust and durable.

The  SunTracker(TM)  has  since  been  certified  to  comply  with the  American
Architecture  and   Manufacturers   Association   Certification   standards  for
skylights.  We are members of the United States Green Building  Council  (USGBC)
and the  Daylighting  Collaborative.  We are also a U.S.  Department  of Energy,
Energy Star Partner.

We intend to  increase  our  marketing  efforts  in the next few months and this
includes  recruiting  more dealers and  distributors  and promoting our products
through public relations, as well as through direct advertising. Our advertising
campaign will be focused on creating consumer  awareness of our products and the
benefits users of our products will realize through energy and cost savings. Our
marketing campaign will include attending industry related business  conventions
and trade shows,  advertising  in industry  related  publications,  and directly
contacting building industry  professionals,  property owners and green industry
businesses.

Our skylights have recently been installed at:

     Three Google facilities
     Two Ace Hardware Stores
     Two Office Depot stores
     Two IKEA stores, one in Canada and one in the United States
     Five Whole Foods stores
     Five Giant Food Stores
     One Fresh and Easy store
     200 units at Patagonia's main facility
     80 units at Caterpillar, Belgium
     26 units at Boeing
     66 units at Johnson & Johnson, Mexico
     12 units at Phoenix Sky Harbor Airport
     4 units to the Unites States Navy

We recently  received  approval from the Los Angeles  Unified School District as
well as the Los  Angeles  Community  College  District  to  complete  pilot test
projects using our Smart Skylights at their facilities.

We are developing ongoing relationships with major retailers, big box stores and
major corporations and governmental units.

COMPETITION

Our  major  competitors  in  the  active  skylight  market  are  Solar  Tracking
Skylights,  Inc., Natural Lighting, Inc. and Sundolier. Our major competitors in
the passive skylight market are Solatube,  Inc., Sun Optics and Velux Skylights.
Therefore,  our markets are highly  competitive and many of our passive skylight
competitors  have greater  financial and human resources that we have, while our
active  skylight   competitors  are  smaller   companies  with  minor,  if  any,

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<PAGE>
competitive  advantages.  We will  compete  with these  competitors  by offering
better  quality and effective  products at  competitive  pricing.  If we fail to
effectively  compete  with our  competitors,  then we may not be able to stay in
business.   These   competitors   have   already   successfully   marketed   and
commercialized products that compete with our products.

Our competitors may succeed in developing or licensing products and technologies
that are more  effective or less costly than our products and the products  that
we are developing. If we are unable to compete successfully, we will not be able
to sell enough products at a price sufficient to permit us to generate profits.

OUR INTELLECTUAL PROPERTY

Our success depends on the skills of our employees and their ability to continue
to innovate and improve our intellectual  property.  We rely on a combination of
copyright,  trademark,  patent and design laws,  trade secrets,  confidentiality
procedures  and  contractual  provisions  to protect our  intellectual  property
rights and proprietary  methodologies.  We enter into confidentiality agreements
with our  employees  and  consultants  and we  generally  control  access to and
distribution of proprietary information. These agreements generally provide that
any  confidential  information  developed  by  us  or  on  our  behalf  be  kept
confidential.  Further,  we require all employees to execute written  agreements
assigning to us all rights in all  inventions,  developments,  technologies  and
other intellectual property created by our employees.

We currently own United States Letters Patent No.  7,430,077 for "Solar Tracking
Reflector  System for Structure  Lighting,"  which issued on September 30, 2008,
and which we acquired  in December  2009.  This patent  covers our three  mirror
system that is included in our Suntracker One(TM) product and expires on May 25,
2027. We also own United States Patent  Application  No.  12/323,935  for "Solar
Tracking  Reflector System for Structure  Lighting," which was filed on November
26,  2008,  and acquired by us in December  2009.  Our U.S.  patent  application
covers our "one or more" mirror system and, therefore covers both our Suntracker
One(TM)  product (which has three mirrors) and our  Suntracker  Two(TM)  product
(which has one mirror). On June 14, 2010, the United States Patent and Trademark
Office allowed our U.S. Patent  Application by issuing a Notice of Allowance and
Notice of Allowability. Our application has entered the issue process and should
issue in due course.

We currently have one European  patent  application  pending before the European
Patent Office (European  Patent  Application No.  07797814.6).  We also have one
Canadian patent application  pending before the Canadian  Intellectual  Property
Office  (Canadian  Patent  Application  No.  2,667,258).  On June 25, 2010,  our
Mexican patent application  before the Mexican Institute of Industrial  Property
(Mexican  Patent  Application No.  MX/a/2008/015119)  was approved for our three
mirror or more  design.  In  addition,  we have  Canadian,  European and Mexican
patent  applications  covering our one or more mirror  systems  and,  therefore,
cover both our Suntracker  One(TM) and Suntracker  Two(TM)  products.  We do not
have any  products  that are not  covered by our US Patent or our US,  Canadian,
European and Mexican patent applications.

Except for our U.S. and Mexico  patents and our patent  applications  pending in
Canada, Europe, Mexico and the United States, we have no other patent rights.

In addition,  we are in the process of registering  various trademarks for which
we have common law rights. We also own certain trade secrets and formulae.

CORPORATE BACKGROUND

We were incorporated in the state of Nevada on February 26, 2009, under the name
"Ciralight  West,  Inc." On March 13,  2009,  we changed  our name to  Ciralight
Global,  Inc.  As a  result  of  the  acquisition  described  below,  we  are  a
manufacturer  and  wholesaler  of "advanced  skylights"  for use in  warehouses,
schools, retail stores, airports and military installations.

Prior to our  incorporation,  there  existed a company named  "Ciralight,  Inc."
(referred  to  herein as "Old  Ciralight")  that was in the  advanced  skylights
business.  By the end of 2008, Old Ciralight was in dire  financial  straits and

                                       10
<PAGE>
was having difficulty  retaining staff, making sales, paying for component parts
and other trade  payables,  paying its office and warehouse  rents and servicing
its heavy debt load. In January 2009,  several  officers and directors  resigned
from Old  Ciralight  and many of its  employees  either left the company or were
laid off.

On January 27, 2009,  Old  Ciralight  granted Mr.  George  Adams,  Sr., its only
secured  creditor,  the right to (i) manufacture the Old Ciralight product on an
exclusive basis and  unconditionally  and (ii) market and sell its product,  and
agreed to ship all of its  inventory to a facility  owned or  controlled  by Mr.
Adams in Anaheim, California. For all intents and purposes, Old Ciralight ceased
its operations on January 27, 2009.

The only revenue  recognized by Old Ciralight during the quarter ended March 31,
2009,  resulted from sales orders for Suntracker  products  received in 2008 for
inventory  items that were in inventory at December 31, 2008 and shipped  during
January  2009.  After  January 27,  2009,  no  meaningful  or material  business
activities  occurred  in Old  Ciralight  For a few  weeks  thereafter,  the  Old
Ciralight's  staff was reduced to two people who were  charged  with sorting out
the debts and winding down the business.

Mr.  Adams began  working with the people who would  become the  management  and
principals of Ciralight  Global,  Inc.  during February 2009 and such management
incorporated  Ciralight  Global,  Inc. on February 26, 2009.  The original  plan
between Mr. Adams and Ciralight Global,  Inc. was for Ciralight Global,  Inc. to
handle sales, manufacturing,  marketing and fulfillment of Ciralight products on
behalf of Mr. Adams. So, Ciralight Global, Inc.  immediately began manufacturing
the  Suntracker  One(TM)  products,  leased  warehouse  space,  negotiated  with
suppliers for component parts,  agreed to repair or replace  defective  products
that had been  previously sold by Old Ciralight and installed by Old Ciralight's
dealers and contractors.

On March 15, 2009,  Mr. Adams  formally  foreclosed  on all of the assets of Old
Ciralight.  By the end of March 2009,  Mr. Adams and  Ciralight  Global,  Inc.'s
management began  negotiations  pursuant to which Ciralight  Global,  Inc. would
purchase all of the foreclosed assets from Mr. Adams.

In April 2009,  we entered into an Exchange of Stock for Assets  Agreement  with
Mr. George Adams, Sr. ("Adams  Agreement") to acquire certain assets  including,
but not limited  to, a United  States  patent,  patent  applications  pending in
Canada, Europe, Mexico and the United States,  artwork,  trademarks,  equipment,
furniture, databases, technical drawings, promotional materials, trade names and
inventory  parts and  marketing  rights  related to the  Suntracker  One(TM) and
Suntracker Two(TM) products previously owned and distributed by Ciralight, Inc.,
a Utah corporation,  such assets having been foreclosed on by Mr. Adams, who was
the secured  creditor of Old Ciralight.  We have no affiliation,  contractual or
otherwise, with Old Ciralight.

In April 2009,  we acquired all of the above  described  assets from Mr.  Adams,
except for the United  States  patent  and the  patent  applications  pending in
Canada,  Europe,  Mexico and the United States, in exchange for 3,200,000 shares
of our common stock and  1,000,000  shares of our Series A Preferred  Stock.  In
December 2009, we acquired the United States patent and the patent  applications
pending  in Canada,  Europe,  Mexico and the  United  States  from Mr.  Adams in
exchange for the issuance by us of an  additional  400,000  shares of our common
stock and a convertible  promissory note in the amount of $250,000. The note was
convertible  into shares of our common stock at a  conversion  rate of one share
per $.25 of  outstanding  principal  and  interest.  Mr. Adams has  subsequently
converted the note into common stock. As a result of this transaction, Mr. Adams
is our largest shareholder.

The Adams  Agreement  also  granted  Mr.  Adams a royalty fee of $20.00 for each
Suntracker  One(TM) and  Suntracker  Two(TM)  unit or any future  units that are
based on the patent  rights we  acquired  from him.  The  maximum  royalty  fees
payable  under the Adams  Agreement is  $2,000,000  based on the sale of 100,000
units.

Since we  acquired  the assets from Mr.  Adams,  we have  worked  diligently  to
improve  our brand  image and the  reputation  of our Company and have been very
mindful of the potential impact that the defunct Ciralight,  Inc. and Mr. Adams'
foreclosed  on it assets  could have or has had on the  Company.  We have worked
very hard to improve the SunTracker  One(TM) and SunTracker  Two(TM) products by
making them more  reliable,  more  functional  and more  acceptable  to dealers,

                                       11
<PAGE>
distributors and customers.  We have developed excellent  relationships with our
suppliers  and we  reached  out to  the  customers  who  bought  skylights  from
Ciralight,  Inc. (Old Ciralight) that may have  malfunctioned  and have replaced
parts and components as necessary by allowing such customers to buy  replacement
parts  and  components  at our  cost.  This  program  of  reaching  out to those
customers has reaped  rewards for the Company as we are now receiving new orders
from some of Old Ciralight's customers. We do not believe that the fact that Old
Ciralight is defunct and has had its assets  acquired by its  creditors  has had
any material  impact on us due to our proactive  engagement  with our suppliers,
some of whom were creditors of Old Ciralight.

HOW TO CONTACT US

The Company's  principal  executive  offices are located at 15303 Ventura Blvd.,
9th Floor, Sherman Oaks, CA 91403. Our telephone number is (877) 520-5005

COMPETITIVE BUSINESS CONDITIONS

The Company  competes with many  companies in the global markets and many of our
competitors  are large,  well funded  companies  who have  substantially  larger
staffs and resources than we have at the present time. Unlike the many companies
that  compete in the global  market  manufacturing  building  materials,  we are
unique. Few companies  manufacture our product or anything similar in nature. We
intend to compete  based on our unique  technology  and business and  government
contacts within China.

FOREIGN CURRENCY RISK

The Company is selling  products in the foreign  arena and is exposed to foreign
currency fluctuations. However, since we quote our prices in U.S. Dollars, we do
not feel the risks normally  associated with foreign  currencies are material to
our business.

RAW MATERIALS AND SUPPLIES

 The  Company  has  contact  with and access to  numerous  suppliers  of the raw
materials  and  components  needed  to  manufacture  our  skylights  and  is not
dependent  on any one supplier or limited  group of  suppliers.  The  components
contained in our SunTracker(TM) system are supplied by third party manufacturers
and, in most cases, there are alternative sources for each component.

Our manufacturers include the following:

     Manufacturer                   Component                        Location
     ------------                   ---------                        --------
     All Metals                   Mirror Assembly                    Texas
     Angell & Giroux              Lightwells                         California
     Apex Plastics                GPS Controller Case                Texas
     CanFab                       Roof curbs                         California
     Empire Metal Products        Lightwells/Roof curbs              Arizona
     KCC International            Roof Curbs                         Kentucky
     Malcolite Corporation        Lenses                             California
     Plastic Fabricating          Lenses                             Utah
     Ray's Plastics               Skylight Dome                      California
     Replex Plastics              Skylight Dome                      Ohio
     Solar Industries             Dome Metal Frame                   Arizona
     Suntron Corporation          GPS Electronics and Assembly       Texas

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

The Company does business with two major customers.  Major customers are defined
as those  customers whose annual revenue is greater to or equal to 10% of annual
revenue.  Net sales for the years ended December 31, 2011 and 2010 include sales
to the following major  customers,  together with the receivables due from those
customers:

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<PAGE>
                                              Sales
                                      Year Ended December 31,
                                      -----------------------
     Customer                         2011               2010
     --------                         ----               ----
     Customer A                     $398,612           $     --
     Customer B                     $173,829           $ 14,852

                                     Accounts Receivable, as of
                                            December 31,
                                      -----------------------
     Customer                         2011               2010
     --------                         ----               ----
     Customer A                     $ 57,873           $     --
     Customer B                     $ 45,807           $  8,618

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

The  Company's  common  stock is  registered  pursuant  to Section  12(g) of the
Securities  Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to  Regulation  14A of the "1934  Act,"  which  regulates
proxy  solicitations.  Section  14(a)  requires all  companies  with  securities
registered  pursuant  to  Section  12(g)  thereof  to comply  with the rules and
regulations  of the Commission  regarding  proxy  solicitations,  as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its  stockholders  with the information  outlined in Schedules 14A or
14C of Regulation 14;  preliminary  copies of this information must be submitted
to the Commission at least 10 days prior to the date that  definitive  copies of
this information are forwarded to stockholders.

The Company is also  required to file annual  reports on Form 10-K and quarterly
reports  on Form  10-Q  with the  Commission  on a  regular  basis,  and will be
required  to  disclose  certain  events in a timely  manner,  (e.g.  changes  in
corporate  control;  acquisitions  or  dispositions  of a significant  amount of
assets  other than in the  ordinary  course of business;  and  bankruptcy)  in a
Current Report on Form 8-K.

We are subject to the requirements of Section 404 of the  Sarbanes-Oxley  Act of
2002. If we are unable to timely comply with Section 404 or if the costs related
to compliance are  significant,  our  profitability,  stock price and results of
operations and financial condition could be materially adversely affected.

The  Company is required  to comply  with the  provisions  of Section 404 of the
Sarbanes-Oxley  Act of  2002,  which  requires  that we  document  and  test our
internal  controls  and  certify  that we are  responsible  for  maintaining  an
adequate system of internal control  procedures for the 2011 fiscal year. We are
currently  evaluating our existing controls against the standards adopted by the
Committee of Sponsoring  Organizations of the Treadway Commission (COSO). During
the course of our ongoing evaluation and integration of the internal controls of
our business,  we may identify areas requiring  improvement,  and we may have to
design enhanced processes and controls to address issues identified through this
review  (see Item 9A,  below  for a  discussion  of our  internal  controls  and
procedures).

We believe that the out-of-pocket costs, the diversion of management's attention
from running the  day-to-day  operations and  operational  changes caused by the
need to comply with the  requirement  of Section 404 of the  Sarbanes-Oxley  Act
could be  significant.  If the time and costs  associated  with such  compliance
exceed  our  current  expectations,  our  results of  operations  and the future
fillings of our Company could be materially adversely affected.

                                       13
<PAGE>
DEPENDENCE ON KEY EMPLOYEES AND NEED FOR ADDITIONAL MANAGEMENT AND PERSONNEL

The Company is heavily  dependent  on the ability of our  President,  Jeffrey S.
Brain, who has contributed  essential technical and management experience to our
business.  The  Company  will be  dependent  upon  Mr.  Brain  to  recruit  good
management for the Company.

In the event of future growth in  administration,  marketing,  manufacturing and
customer  support  functions,  the Company  may have to  increase  the depth and
experience of its management team by adding new members.  The Company's  success
will depend to a large degree upon the active  participation of its key officers
and employees,  as well as the continued service of its key management personnel
and its ability to identify,  hire, and retain additional  qualified  personnel.
There  can be no  assurance  that  the  Company  will be able  to  recruit  such
qualified personnel to enable it to conduct its proposed business successfully.

EMPLOYEES

As of  March  18,  2011,  we had six  full  time  employees,  and no  part  time
employees.  We  believe  that our  relations  with our  employee  are good.  Our
employees are not  represented by a union or covered by a collective  bargaining
agreement.

REPORTS TO SECURITY HOLDERS

The public may view and obtain  copies of the Company's  reports,  as filed with
the Securities and Exchange  Commission,  at the SEC's Public  Reference Room at
100 F Street, NE, Room 1580, Washington,  D.C. 20549.  Information on the Public
Reference Room is available by calling the SEC at 1-800-SEC-0330.  Additionally,
copies of the Company's reports are available and can be accessed and downloaded
via the internet on the SEC's internet site at http://www.sec.gov.

ITEM 1A. RISK FACTORS.

We are a  smaller  reporting  company  and  are  not  required  to  provide  the
information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

The Company does not own any real estate. We are currently subleasing our office
and warehouse facility at 670 E. Parkridge,  Suite 112, Corona, California 92879
for $3,000 a month.  The  property is owned by one of our  Directors,  Frederick
Feck.  This is a written  lease and runs month to month.  The space  consists of
approximately  3,500 square feet. We occupied this warehouse facility from March
1, 2009,  until September 30, 2009, on a rent free basis.  From October 1, 2009,
until March 31, 2010, we occupied this  warehouse  facility under a verbal lease
for  $3,000  per  month.  Our  board  of  directors  believes  this  new  rental
arrangement  is fair to the  Company.  SEE  "CERTAIN  RELATIONSHIPS  AND RELATED
TRANSACTIONS."

ITEM. 3 LEGAL PROCEEDINGS.

We have no legal  matters  pending  against  us. On August  15,  2011 we filed a
collection action against Nature's Lighting for their failure to pay for product
purchased  from us. The amount owed to us is $39,000  plus legal fees and costs.
On January 30, 2012 we were  successful in obtaining a default  judgment and now
are proceeding to collect the balance owed to us.

We are not currently defendants in any legal proceedings.

                                       14
<PAGE>
ITEM 4. (REMOVED AND RESERVED).

Not applicable

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is not currently traded or quoted on any national exchange. Our
stock is quoted on the OTCBB market under the symbol "CGHA."

Our common stock is considered a "penny  stock." The  application  of the "penny
stock"  rules to our common  stock could limit the trading and  liquidity of the
common stock, adversely affect the market price of our common stock and increase
your  transaction  costs  to sell  those  shares.  The  Commission  has  adopted
regulations  which  generally  define a "penny stock" to be any equity  security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.

HOLDERS

As of March 23, 2012, there were approximately 178 shareholders of record of the
Company's  Common Stock and one shareholder of record of the Company's  Series A
Preferred Stock.

DIVIDENDS

The Company has not declared any cash dividends with respect to its common stock
or  preferred  stock  during  the last two  fiscal  years and does not intend to
declare dividends in the foreseeable future. There are no material  restrictions
limiting or that are likely to limit the  Company's  ability to pay dividends on
its outstanding securities.

RECENT ISSUANCES OF UNREGISTERED SECURITIES

During the three month period ended March 31, 2011, a total of 56,000  shares of
common  stock at $.50 per share were  issued,  consisting  of 6,000  shares from
sales of our stock  through a Private  Placement  Offering and 50,000 shares for
engineering and promotional services rendered.

During the three month period ended June 30, 2011, a total of 669,000  shares of
common stock were issued,  consisting of 667,000 shares, at $.50 per share, from
sales of our stock  through a Private  Placement  Offering and 2,000 shares from
the exercise of stock options at $.75 per share.

During the three month  period  ended  September  30,  2011,  a total of 278,360
shares of common  stock were  issued at $.50 per share,  from sales of our stock
through a Private Placement Offering.

During the three month period ended  December 31, 2011, a total of 30,000 shares
of common stock were issued at $.50 per share for marketing services rendered.

The above  shares were issued in reliance  on the  exemption  from  registration
requirements  of the 33 Act provided by Section 4(2) and  Regulation D, Rule 506
promulgated  thereunder,  as the  issuance of the stock did not involve a public
offering of securities based on the following:

     *    the  investors   represented  to  us  that  they  were  acquiring  the
          securities  for  their  own  account  for  investment  and not for the
          account  of  any  other   person  and  not  with  a  view  to  or  for
          distribution, assignment or resale in connection with any distribution
          within the meaning of the 33 Act;
     *    we provided each investor with written  disclosure  prior to sale that
          the  securities  have  not  been  registered  under  the 33  Act  and,

                                       15
<PAGE>
          therefore,  cannot be resold unless they are  registered  under the 33
          Act or unless an exemption from registration is available;
     *    the investors  agreed not to sell or otherwise  transfer the purchased
          securities  unless  they  are  registered  under  the 33 Act  and  any
          applicable  state  laws,  or an  exemption  or  exemptions  from  such
          registration are available;
     *    each  investor had  knowledge  and  experience  in financial and other
          business matters such that he, she or it was capable of evaluating the
          merits and risks of an investment in us;
     *    each  investor  was  given  information  and  access  to  all  of  our
          documents,  records,  books,  officers and  directors,  our  executive
          offices in Irvine,  California  and our warehouse  facility in Corona,
          California,   pertaining  to  the  investment  and  was  provided  the
          opportunity to ask questions and receive  answers  regarding the terms
          and   conditions  of  the  offering  and  to  obtain  any   additional
          information  that  we  possesses  or  were  able  to  acquire  without
          unreasonable effort and expense;
     *    each investor had no need for liquidity in their  investment in us and
          could afford the complete loss of their investment in us;
     *    we  did  not  employ  any  advertisement,  article,  notice  or  other
          communication published in any newspaper, magazine or similar media or
          broadcast over television or radio;
     *    we did not  conduct,  hold or  participate  in any  seminar or meeting
          whose  attendees  had been  invited  by any  general  solicitation  or
          general advertising;
     *    we  placed  a  legend  on each  certificate  or  other  document  that
          evidences the  securities  stating that the  securities  have not been
          registered  under the 33 Act and  setting  forth or  referring  to the
          restrictions on transferability and sale of the securities;
     *    we placed stop transfer instructions in our stock transfer records;
     *    we  sold   securities  to  less  than  35  individuals  who  were  not
          "accredited  investors"  as  defined  in  Rule  501  of  Regulation  D
          promulgated under the 33 Act;
     *    no  underwriter  was involved in the offering and the only  registered
          broker-dealer   involved  in  the  offering  was  Dave   Broderick/WBB
          Securities to whom we paid commissions in the amount of $31,938; and
     *    we  made   independent   determinations   that   such   persons   were
          sophisticated  or  accredited  investors and that they were capable of
          analyzing  the merits and risks of their  investment  in us, that they
          understood the speculative  nature of their  investment in us and that
          they could lose their entire investment in us.

ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

CAUTIONARY FORWARD - LOOKING STATEMENT

The  following  discussion  should  be read in  conjunction  with our  financial
statements and related notes.

Certain matters discussed herein may contain forward-looking statements that are
subject to risks and uncertainties.  Such risks and uncertainties  include,  but
are not limited to, the following:

     *    the volatile and competitive nature of our industry,
     *    the uncertainties surrounding the rapidly evolving markets in which we
          compete,
     *    the uncertainties surrounding technological change of the industry,
     *    our dependence on its intellectual property rights,

                                       16
<PAGE>
     *    the success of marketing efforts by third parties,
     *    the changing demands of customers and
     *    the arrangements with present and future customers and third parties.

Should one or more of these risks or uncertainties  materialize or should any of
the underlying assumptions prove incorrect, actual results of current and future
operations may vary materially from those anticipated.  SEE ALSO the disclosures
under  "Cautionary  Statement"  following  the Table of  Contents in this Annual
Report.

THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF CIRALIGHT GLOBAL, INC., FOR YEARS ENDED DECEMBER 31, 2011 AND 2010,
AND FOR THE PERIOD FROM  FEBRUARY  26, 2009  (INCEPTION)  TO DECEMBER  31, 2009,
SHOULD BE READ IN CONJUNCTION  WITH THE FINANCIAL  STATEMENTS,  AND THE NOTES TO
THOSE  FINANCIAL  STATEMENTS  THAT ARE INCLUDED IN PART IV, ITEM 15 ELSEWHERE IN
THIS FILING.  REFERENCES  TO "WE," "OUR," OR "US" IN THIS SECTION  REFERS TO THE
COMPANY AND ITS SUBSIDIARIES. OUR DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS
BASED UPON CURRENT  EXPECTATIONS THAT INVOLVE RISKS AND  UNCERTAINTIES,  SUCH AS
OUR PLANS,  OBJECTIVES,  EXPECTATIONS  AND  INTENTIONS.  ACTUAL  RESULTS AND THE
TIMING OF  EVENTS  COULD  DIFFER  MATERIALLY  FROM  THOSE  ANTICIPATED  IN THESE
FORWARD-LOOKING  STATEMENTS AS A RESULT OF A NUMBER OF FACTORS,  INCLUDING THOSE
SET FORTH  UNDER  THE RISK  FACTORS,  FORWARD-LOOKING  STATEMENTS  AND  BUSINESS
SECTIONS  IN THIS  PROSPECTUS.  WE USE WORDS SUCH AS  "ANTICIPATE,"  "ESTIMATE,"
"PLAN,"  "PROJECT,"  "CONTINUING,"  "ONGOING,"  "EXPECT,"  "BELIEVE,"  "INTEND,"
"MAY,"  "WILL,"   "SHOULD,"   "COULD,"  AND  SIMILAR   EXPRESSIONS  TO  IDENTIFY
FORWARD-LOOKING STATEMENTS.

OVERVIEW

Ciralight  manufactures patented  SunTracker(TM)  lighting solutions that enable
commercial and  industrial  buildings to utilize  sunlight to illuminate  indoor
spaces.  The  SunTracker(TM)  unit utilizes a solar powered GPS  controller  and
mirrors to direct  sunlight  through a skylight  diffuser.  The result is a self
contained,  completely  sustainable  lighting solution that can offer up to 10.5
hours of free indoor light.

Using  Sun-tracking  technology  allows our  skylights to  illuminate  buildings
longer and more effectively than traditional skylights. Furthermore, the natural
diffused  light is high  quality,  more  conducive to retail,  educational,  and
industrial  purposes.  SunTracker(TM)  skylights  provide the  illumination of a
1,000 watt metal halide light fixture.

These units are entirely Solar Powered so they do not require any electricity or
electrical  hookup.  Smart  SunTrackers(TM)  are designed with two heat traps so
they prevent the heat gain associated with traditional skylights.

We add between one and three new dealers for our patented,  SunTracker(TM)  each
week.  Denver-based  AIA  Industries,  Inc., a leader in custom  manufacture  of
quality  plastic and structural  glass  skylights for residential and commercial
applications,   distributes  Ciralight's  SunTracker(TM).  This  is  significant
because  AIA makes their own custom  line of  skylights  and decided to become a
dealer for Ciralight because they believe that our SunTracker(TM)  technology is
the future of  eco-friendly,  energy-saving,  natural light for  businesses  and
homes.

We entered into a strategic  dealership  agreement with Progressive  Roofing,  a
four-state,  8-office  design/build and maintenance company responsible for such
projects  as the  Phoenix  Cardinals  Stadium  in  Glendale,  AZ, the Palo Verde
Nuclear  Plant in  Tonopah,  NV,  Hartsfield  Airport,  Atlanta,  GA, the Westin
Casuarina  Resort in Grand  Cayman,  Bahamas,  and many more  trophy  buildings.
Progressive  has  locations in  California,  Nevada,  New Mexico and Texas,  all
sunshine states, and for which installations of our Smart Skylights(TM) make the
most sense.

Mexico City-based,  The Global Industry Solution, SA, is an authorized Ciralight
Global  dealer for Mexico,  who joined our other  international  dealerships  in
Spain, El Salvador,  Canada, South Korea, Turkey, Europe, Israel and Denmark. We

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are  currently  in  negotiations  with  companies in Japan,  Indonesia,  Brazil,
Columbia, China, Bolivia, Chili, and Poland.

The   emphasis  on   energy-efficient   "Green"   buildings,   maintenance   and
sustainability  make our Smart  Skylights(TM)  a very  desirable  addition  when
architects and builders are planning new construction.

We are making good progress  towards  introducing  our Smart  Skylights(TM)  for
homes,  which,  like our  commercial  Smart  Skylights(TM),  will be eligible to
receive federal, state and local tax credits and utility incentives as an Energy
Saving Green product.  Our home Smart Skylights(TM) will deliver the same energy
saving benefits as our commercial Smart Skylights(TM), such as improved lighting
and improved  health due to more  natural  light and reduced  household  utility
costs.  Our 4'x8'  SunTracker(TM)  , will begin shipping within weeks and we are
presently receiving orders for this new popular addition to our product line.

We have  completed  new  installations  at the Columbus  Zoo in Ohio,  Market of
Choice in Corvallis, Oregon, Fanshawe College and Northern College in Canada, LG
facilities  in Turkey,  and Sahurita  High School Gym and  Riverside  Elementary
School in Arizona. Next week we are shipping 48 of our Smart Skylights(TM),  for
a new Whole Foods Market in Austin Texas and 27 for BD  Biosciences  in Northern
California.  We  continue  to  progress  on dialogue we have had in the last few
months with such potential customers as the U.S. Army Corp of Engineers, City of
Los Angeles Mayor's Office,  City of Los Angeles  Building & Safety  Department,
California  Institute  of  Technology,  American  Honda  Motor Co.,  U.S.  Naval
Facilities  Command,  Toyota Motor Sales USA, Parsons  Construction  Co., Turner
Construction  Company,  Los Angeles  Community  Colleges  District,  Los Angeles
Unified School District,  NASA,  University of Alabama,  Los Angeles County, and
others.

Every year,  Ciralight  Global promotes our  SunTrackers(TM)  at trade shows and
conventions  to  potential  new  customers.  In 2011 we  exhibited  at  numerous
conventions  and energy  shows  including;  The NASA Energy show at the Davidson
Space  Center in  Huntsville,  Alabama  (February  2011);  Green  California  in
Sacramento,  California (April 2011);  Go-Green Expo in LosAngeles (April 2011);
Cal Tech Energy  Efficiency Expo in Pasadena,  California (May 2011);  Lightfair
International  in  Philadelphia  (May 2011);  BEX-Asia in  Singapore  (September
2011); and USGBC's Greenbuild 2011 in Toronto, Canada (October 2011).

These trade shows give Ciralight the  opportunity to meet decision makers in the
sustainable  and green  building  industry.  As we continue  exhibiting at these
shows, it's evident that people are looking for new energy efficiency  solutions
and are enthusiastic about our SunTracker(TM) products.

Throughout  the year,  Ciralight  continued to grow our  influential  network of
distributors and dealers who  independently  push the marketing and sales of our
Ciralight  SunTrackers(TM)  around the world. During 2011, Ciralight surpassed a
significant  milestone  as we reached the signing of one hundred  (100)  Dealers
worldwide.  The  number  of  dealers  is even  larger  today.  Our  approach  is
systematic and methodical,  as we build the infrastructure  necessary to achieve
our significant long term growth and sales goals.

One  of  our  most  significant  contracts  signed  during  2011  was  with  ABM
Industries.  ABM Industries is one of the largest facility management  companies
in the United States.  ABM is currently training their nationwide team of 14,600
+ facility  engineers on the details of our  SunTracker(TM)  skylights  and will
begin  recommending  our  SunTrackers(TM)  as an energy saving  solution for the
buildings they manage and maintain.

Ciralight  Global has established  distribution  through Europe,  South America,
Central  America,  North America and portions of Asia. In 2012, we will continue
our efforts to build a broad  infrastructure  of  international  distribution as
well as strategic  relationships  that in time, prove its value with significant
sales.  Our goals involve having  distribution  on every  continent and in every
country.  Ciralight  has spent this time to train,  educate,  and assist our new
dealers and distributors in marketing our products in their territories.

Our SunTrackers(TM)  are an exceptional energy saving product,  but, as with any
product,  they  require  time to be  specified  into a building  and  ultimately
installed. The building industry sales cycle is often 9-12 months or more. As we

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introduce our product to new dealers in new markets, it requires time to educate
and train their teams about our products  and how to market our  SunTrackers(TM)
effectively.

Once a  customer  decides  they  want to  purchase  our  SunTrackers(TM),  their
architect  will draw up their  plans;  the plans must be  approved  by the local
agencies,  and then construction begins. Often, we find that a new customer will
install a few  SunTrackers(TM) as a test before eventually  committing to a full
order. So it can be a lengthy sales process, yet we are seeing the rewards.

As  awareness  of the  SunTracker(TM)  has spread,  so has the  diversity of our
installation  sites.  SunTrackers(TM)  were recently  installed at the Amsterdam
International   Airport,  at  Supermarkets  in  Turkey,  at  Hawker  Centers  in
Singapore, at two Colleges in Canada, and at a warehouse in Indonesia. This past
year our SunTrackers(TM)  were also installed at three different Google sites, a
General Electric facility in Georgia,  a Walgreens in Arizona,  a West Marine in
Hawaii,  and at numerous Eaton Corporation  facilities.  The New Year will start
strong with our first installation of 80 4'x8'  SunTrackers(TM)  for Caterpillar
at their Belgium Headquarters.

In January 2011,  Ciralight  received the prestigious  Green Mark  certification
from  the  Singapore  Green  Building  Council  endorsed  by the  government  of
Singapore.

GreenTree  Products  Asia  Pte,  LTD.,  Ciralight's  exclusive  distributor  for
Singapore,  Malaysia  and portions of  Indonesia,  secured the  Singapore  Green
Building Council  certification.  The  certification is based on the SunTrackers
capability  to  bring  abundant,   consistent  natural  sunlight  into  building
interiors throughout the day; and Ciralight Global's commitment to environmental
practices throughout their own operations

The Green Mark  Certification  allows  Singapore  building  owners that  install
Ciralight  SunTrackers to benefit from  incentive  programs and grants set up by
the  Singapore  government  to  encourage   green-mindedness.   As  importantly,
installation of the Ciralight  SunTrackers can help property owners obtain a BCA
Green Mark for their  building,  a meaningful  distinction in the Singapore real
estate market.

Installations  of  Ciralight  SunTrackers  have  been  completed  at  Indonesian
warehouses, Singapore Hawker Centers, at the Singapore International Airport and
at  one  of  the  island's   largest  food   companies.   With  the  Green  Mark
certification,  2012 looks to be a prominent year for  GreenTreen  Products Asia
and Ciralight  SunTrackers.  Ciralight  SunTrackers(TM) have also been installed
throughout  world  by  Whole  Foods,  Staples,  Office  Depot,  Boeing,  Google,
Caterpillar,  LG, IKEA, Walgreens, Ace Hardware, Eaton, Fresh & Easy, Frito Lay,
Patagonia and more.

We renamed our  products as of January  1st,  2011.  Our  products are no longer
referred to as SunTrackerOne,  SunTrackerTwo, and SunTrackerThree.  Instead, our
4'x4'  SunTracker is now called the SunTracker  400, (with an option of a single
or triple  mirror),  and our 4'x8'  SunTracker is now called the SunTracker 800.
When our smaller model for homes and  classrooms is released,  it will be called
the SunTracker 200. These new model names are simple,  intuitive,  and reinforce
the brand name and image.

We were incorporated in the state of Nevada on February 26, 2009, under the name
"Ciralight  West,  Inc." On March 13,  2009,  we changed our name to  "Ciralight
Global,  Inc." In April  2009,  we entered  into an Exchange of Stock for Assets
Agreement with Mr. George Adams,  Sr. to acquire certain assets  including,  but
not limited to, a United States patent,  patent applications  pending in Canada,
Europe, Mexico and the United States, artwork, trademarks, equipment, furniture,
databases,  technical drawings, promotional materials, trade names and inventory
parts and marketing  rights  related to the  Suntracker  One(TM) and  Suntracker
Two(TM)  daylighting  products  previously  owned and  distributed by Ciralight,
Inc., a Utah  corporation,  such assets having been  foreclosed on by Mr. Adams,
who was the secured  creditor of  Ciralight,  Inc. We did not acquire any equity
securities,  debts, liabilities or financial obligations of Ciralight, Inc., the
Prior  Company.  Ciralight,  Inc. is a predecessor  to Ciralight  Global,  Inc.,
although we have no affiliation,  contractual or otherwise, with Ciralight, Inc.
or  any  of  its  employees,  officers  or  directors.  Ciralight,  Inc.  ceased
operations on January 27, 2009.

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In April 2009,  we acquired all of the above  described  assets from Mr.  Adams,
except for the United  States  patent  and the  patent  applications  pending in
Canada,  Europe,  Mexico and the United States, in exchange for 3,200,000 shares
of our common stock and  1,000,000  shares of our Series A Preferred  Stock.  In
December 2009, we acquired the United States patent and the patent  applications
pending  in Canada,  Europe,  Mexico and the  United  States  from Mr.  Adams in
exchange for the issuance by us of an  additional  400,000  shares of our common
stock  and a  convertible  promissory  note  in  the  amount  of  $250,000.  The
promissory note we issued to Mr. Adams is convertible  into shares of our common
stock at a conversion  rate of one share per $.25 of  outstanding  principal and
interest. As a result of this transaction,  Mr. Adams is our largest shareholder
and has voting control over us.

As  described  in the above  paragraphs,  Ciralight,  Inc. is a  predecessor  to
Ciralight  Global,  Inc.,  since the major portion of the business and assets of
Ciralight,  Inc. were acquired by Ciralight Global,  Inc. in a series of related
successions in each of which the acquiring  person or entity  acquired the major
portion of the business and assets of Ciralight, Inc.

In order to provide working capital,  Ciralight  Global,  Inc. sold common stock
through a private  placement that raised  $1,300,000  with the sale of 5,200,000
shares at a price of $0.25 per share from April 30,  2009 to January  15,  2010.
During the third and fourth  quarters  of 2010,  the Company  sold common  stock
through a private placement that raised $222,000 with the sale of 444,000 shares
at a price of $0.50 per share.  During  2011,  the  Company  sold  common  stock
through a private placement that raised $475,680 with the sale of 951,360 shares
at a price of $0.50 per share.

RISKS, UNCERTAINTIES AND TRENDS RELATING TO THE COMPANY AND INDUSTRY

The  industrial  lighting  industry is intensely  competitive.  We have numerous
competitors  in the United States and  elsewhere.  Several of these  competitors
have already successfully marketed and commercialized products that compete with
our  products.  Our  success is  dependent  up our  ability to  effectively  and
profitably  produce,  market and sell our  products.  Our business  strategy and
success is dependent  on the skills and  knowledge  of our  management  team and
consultants.  The  marketability and profitability of our products is subject to
unknown  economic  conditions,  which could  significantly  impact our business,
financial condition, the marketability of our products and our profitability. We
are vulnerable to the current  economic  crisis which may negatively  affect our
profitability. Our success depends, in part, on the quality of our products.

Our SunTracker(TM)  products provide natural daylighting that is a key component
in many  current  construction  and  existing  structures.  SunTrackers(TM)  are
maintenance  free,  powered  by the sun and  completely  self-contained.  We are
currently  marketing our  SunTracker(TM)  products to warehouse owners,  roofing
companies,  shopping centers,  schools and military  installations in the United
States. We are working on establishing sales in Canada, Mexico and overseas. The
market for  advanced  skylights  is growing  year over year due to  pressures on
building  owners,  tenants,  schools and  government  agencies to reduce  energy
consumption and expense.  The "green"  movement,  carbon footprint  ideology and
other  environmental  initiatives  should provide increased growth in our market
segment.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our management's  discussion and analysis of our financial condition and results
of operations are based on our condensed financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of these financial statements requires us to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  as well as the  reported  net sales and  expenses
during the reporting periods. On an ongoing basis, we evaluate our estimates and
assumptions. We base our estimates on historical experience and on various other
factors that we believe are reasonable under the  circumstances,  the results of
which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

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While our significant  accounting policies are more fully described in Note 3 to
our financial statements,  we believe that the following accounting policies are
the most critical to aid the reader in fully  understanding  and evaluating this
discussion and analysis:

BASIS OF PRESENTATION - The accompanying financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for financial
information and have been prepared  pursuant to the rules and regulations of the
Securities  and Exchange  Commission  for smaller  reporting  companies.  In the
opinion of management, all adjustments, consisting of normal recurring accruals,
necessary  for a fair  presentation  of the results of operations of the Company
for the years ended  December  31, 2011,  2010 and the period from  February 26,
2009 (inception) to December 31, 2009, have been reflected herein.

REVENUE RECOGNITION - Revenue on our skylights and parts are recognized when the
units or parts ship to the customer.

INCOME  TAXES - The  Company  accounts  for  income  taxes  in  accordance  with
Accounting  Standards  Codification 740, INCOME TAXES ("ASC 740").  Deferred tax
assets and liabilities are determined based on the temporary differences between
the  financial  reporting  and tax bases of  assets  and  liabilities,  applying
enacted  statutory tax rates in effect for the year in which the differences are
expected to reverse.  A valuation  allowance is recorded  when it is more likely
than not that some or all of the deferred tax assets will not be realized.

The Company uses a two-step approach to recognizing and measuring  uncertain tax
positions  accounted  for in  accordance  with ASC  740.  The  first  step is to
evaluate  the tax  position  for  recognition  by  determining  if the weight of
available  evidence  indicates that it is more likely than not that the position
will  be  sustained  on  audit,  including  resolution  of  related  appeals  or
litigation  processes,  if any. The second step is to measure the tax benefit as
the largest amount that is more likely than not to be realized upon  settlement.
The Company will classify the liability for unrecognized tax benefits as current
to the extent that the Company  anticipates  payment (or receipt) of cash within
one year.  There were no significant  matters  determined to be unrecognized tax
benefits  taken or expected to be taken in a tax return that have been  recorded
on the Company's  consolidated financial statements for the years ended December
31, 2011 and 2010.

The Company  recognizes  interest  and  penalties  related to  unrecognized  tax
benefits in the tax  provision.  As of and for the years ended December 31, 2011
and 2010, there were no interest or penalties  related to income taxes that have
been accrued or recognized.

INVENTORIES - Inventories,  consisting  primarily of finished skylight units and
parts for sale, are recorded using the average cost method.  Inventory  acquired
from the prior company was booked at the historical cost of the prior company.

EARNINGS  PER SHARE - Earnings  per share is  computed  in  accordance  with the
provisions  of  Financial   Accounting  Standards  (FASB)  Accounting  Standards
Codification  (ASC) Topic 260 (SFAS No. 128,  "EARNINGS  PER Share").  Basic net
income (loss) per share is computed using the weighted-average  number of common
shares  outstanding  during the period.  Diluted  earnings per share is computed
using the  weighted-average  number  of common  shares  outstanding  during  the
period,  as  adjusted  for the  dilutive  effect  of the  Company's  outstanding
convertible  preferred  shares  using the "if  converted"  method  and  dilutive
potential  common shares.  Potentially  dilutive  securities  include  warrants,
convertible  preferred  stock,  restricted  shares,  and  contingently  issuable
shares.

STOCK-BASED  COMPENSATION - The Company  accounts for  stock-based  compensation
under  the  provisions  of  FASB  ASC 718  (Statement  of  Financial  Accounting
Standards No. 123 (revised  2004),  "SHARE-BASED  PAYMENT"),  which requires the
Company  to  measure  the   stock-based   compensation   costs  of   share-based
compensation  arrangements  based on the  grant  date fair  value and  generally
recognizes the costs in the financial  statements over the employee's  requisite
service   period.   Stock-based   compensation   expense  for  all   stock-based
compensation  awards granted was based on the grant date fair value estimated in
accordance with the provisions of FASB ASC 718.

SHIPPING AND HANDLING COSTS - The Company  includes  shipping and handling costs
that are billed to our  customers in revenue and the actual  costs  incurred for
shipping and handling are included in cost of goods sold in accordance  with the

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provisions of FASB ASC 605-45-45-20.  The related costs are considered necessary
to complete the revenue cycle.

WARRANTY  COSTS -  Commencing  April 1, 2009,  the Company  provided a five-year
warranty  covering the labor and materials  associated  with its  installations.
Effective  September 1, 2009,  the Company  changed the coverage to ten years in
the U.S. The Company's  "advanced  skylights" are warranted by the  manufacturer
for 10 years,  generally.  The Company (at its option) will  repair,  replace or
give credit for the original  purchase price on any of its products or parts. An
accrual for a loss  contingency has been made,  since warranty  expenses to date
have been  consistent and a reasonable  estimate of future expenses can be made,
in accordance with FASB ASC 460-10-50-8 (c).

COMPREHENSIVE  INCOME  (LOSS) - FASB  ASC  Topic  220  (Statement  of  Financial
Accounting  Standards No. 130,  "REPORTING  COMPREHENSIVE  INCOME")  establishes
standards for  reporting  comprehensive  income  (loss) and its  components in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial  statements.  Comprehensive  income (loss),  as defined,  includes all
changes in equity  during the period  from  non-owner  sources,  such as foreign
currency translation adjustments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In 2010, the Financial  Accounting Standards Board ("FASB") issued an Accounting
Standards  Update ("ASU") to address  diversity in practice in interpreting  the
pro  forma   revenue  and   earnings   disclosure   requirements   for  business
combinations.  The ASU specifies  that if a public entity  presents  comparative
financial  statements,  the entity should  disclose  revenue and earnings of the
combined entity as though the current year business  combination(s) had occurred
as of  the  beginning  of the  comparable  prior  annual  reporting  period.  We
prospectively adopted this ASU effective Q1 2011, with no material impact on our
consolidated financial statements.

In 2011, the FASB issued two ASUs which amend guidance for the  presentation  of
comprehensive  income.  The  amended  guidance  requires  an entity  to  present
components  of net  income  and other  comprehensive  income  in one  continuous
statement,  referred to as the  statement  of  comprehensive  income,  or in two
separate,  but  consecutive  statements.  The  current  option to  report  other
comprehensive income and its components in the statement of stockholders' equity
will be  eliminated.  Although  the new  guidance  changes the  presentation  of
comprehensive income, there are no changes to the components that are recognized
in net income or other comprehensive income under existing guidance.  These ASUs
are effective for us in Q1 2012 and retrospective  application will be required.
These ASUs will change our financial  statement  presentation  of  comprehensive
income but will not impact our net income, financial position, or cash flows.

In 2011, the FASB issued an ASU which intended to reduce complexity and costs by
allowing  an  entity  the  option  to make a  qualitative  evaluation  about the
likelihood of goodwill  impairment to determine  whether it should calculate the
fair value of a reporting unit. The ASU also expands upon the examples of events
and circumstances that an entity should consider between annual impairment tests
in  determining  whether  it is more  likely  than not that the fair  value of a
reporting unit is less than its carrying amount.  The ASU is effective for us in
Q1 2012,  with early adoption  permitted.  We do not expect  adoption to have an
impact on our consolidated financial statements.

RESULTS OF OPERATIONS OF THE COMPANY

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2011 AND 2010

SALES. Net sales increased 44% from $774,105 in 2010 to $1,111,343 in 2011.

Sales and demand for our products have been increasing  each quarter.  This is a
result  of our  sales  and  marketing  efforts,  including  greater  visibility,
customer outreach, customer acceptance, and demonstrated return on investment.

COST OF SALES.  Cost of sales increased 39% from $609,796 in 2010 to $849,184 in
2011.  Cost of sales as a percentage of net sales  decreased from 79% in 2010 to
76% in 2011.

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Cost of sales  consists of the cost of our products  with  related  shipping and
warranty costs.  The reduction of cost of sales as a percentage of net sales was
achieved  as a result  of the  Company's  implemented  changes  in its  business
operations  in the ongoing  effort to decrease its cost of sales.  These include
stricter controls over the movement of inventory to reduce losses,  damage,  and
waste,  making  improvements  to the products in order to reduce  warranty work,
implementing   cost  effective   shipping  options   available   through  better
pre-planning and scheduling,  managing inventory levels by scheduling production
to  match  demand  forecasts,  changing  to  more  quality  oriented  suppliers,
negotiating  more favorable  manufacturing  agreements,  and  implementing  cost
reducing design changes.

GROSS  PROFIT.  Gross profit  increased 60% from $164,309 in 2010 to $262,159 in
2011.  Gross profit as a percentage of net sales  increased from 21% for 2010 to
24% 2011.

Our  gross  profit  has  increased  with  continued  product   enhancements  and
refinements to our production process.

OPERATING  EXPENSES.  Our operating expenses consist of research and development
expenses,   selling  and  marketing  expenses  and  general  and  administrative
expenses.  Operating expenses decreased 2% from $1,189,111 in 2010 to $1,162,541
in 2011.  Operating expenses as a percentage of net sales decreased from 154% in
2010 to 105% in 2011.

Research and development  expenses decreased 39% from $61,459 in 2010 to $37,262
in 2011. Research and development as a percentage of net sales decreased from 8%
in 2010 to 3% in  2011.  During  2010 and  2011,  we  improved  the  design  and
operating  efficiency  of our product,  including the  development  of our 4'x8'
Three(TM).

Selling and marketing  expenses  increased 14% from $211,151 in 2010 to $240,547
in 2011.  Selling and marketing  expense as a percentage of net sales  decreased
from 27% for 2010 to 22% for 2011.

During 2010 and 2011,  our  marketing  efforts  have focused on  exhibiting  and
presenting  our patented  product line and the  introduction  of the  Suntracker
Three(TM).  In addition to our marketing  strategy with  architects and builders
planning  new  construction  with  the  emphasis  on  energy-efficient   "Green"
buildings, we have progressed towards introducing our Suntrackers(TM) for homes.

General  and  administrative  expenses  decreased  3% from  $916,501  in 2010 to
$884,732 in 2011.  General and  administrative  expenses as a percentage  of net
sales decreased from 118% in 2010 to 80% in 2011. Lower expenses are a result of
the number of changes in the manner in which our business was operated that were
initiated in 2009 and fully implemented during 2010.

INCOME  TAXES.  Management  has decided not to recognize the tax benefit for the
years ended December 31, 2011 and 2010.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS - COMPARISON OF THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Net cash  used in  operating  activities  was  $679,285  for  2011 and  resulted
primarily  from a net loss of $927,072  partially  offset by  increases in other
payables and  decreases in  prepayments,  deposits,  deferred  revenue and notes
receivable.  Net cash used in  operating  activities  was  $615,464 for 2010 and
resulted  primarily from a net loss of $1,034,416  partially offset by increases
in accounts  payable and  decreases  in accounts  receivables,  prepayments  and
deposits.

Net cash flow used in  investing  activities  was $4,262 for 2011.  There was no
cash used in investing activities for 2010.

Net cash  provided by  financing  activities  was $577,882 for 2011 and resulted
primarily  from the sale of common stock for $475,680 and related party advances
of $100,000. Net cash provided by financing activities was $552,819 for 2010 and

                                       23
<PAGE>
resulted  primarily from the sale of common stock for $280,000 and proceeds from
a note payable of $275,000.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

CONTRACTUAL OBLIGATIONS

We have certain  fixed  contractual  obligations  and  commitments  that include
future  estimated  payments.   Changes  in  our  business  needs,   cancellation
provisions,  changing  interest  rates,  and other  factors may result in actual
payments differing from the estimates. We cannot provide certainty regarding the
timing and amounts of payments.  We have  presented  below a summary of the most
significant  assumptions used in our  determination of amounts  presented in the
tables, in order to assist in the review of this information  within the context
of our consolidated financial position, results of operations and cash flows.

The following table  summarizes our  contractual  obligations as of December 31,
2011, and the effect these obligations are expected to have on our liquidity and
cash flows in future periods.

<TABLE>
<CAPTION>
                                                                  Payments Due by Period
                                         --------------------------------------------------------------------
                                         Total      Less than 1 year    1-3 Years     3-5 Years     5 years +
                                         -----      ----------------    ---------     ---------     ---------
<S>                                     <C>             <C>             <C>           <C>            <C>
Contractual Obligations:
  Operating Leases                      $ 43,800        $ 43,800        $     --      $     --       $     --
  Commitments to Purchase Inventory       42,235          43,304              --            --             --
                                        --------        --------        --------      --------       --------
      Totals:                           $ 86,035        $ 86,035        $     --      $     --       $     --
                                        ========        ========        ========      ========       ========
</TABLE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial  statements and supplementary  data may be found beginning at page
F-1.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of  the  end of  the  period  covered  by  this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of our principal
executive  officer  of the  effectiveness  of the design  and  operation  of our
disclosure  controls and  procedures.  Based on this  evaluation,  our principal
executive  officer  concluded  that our  disclosure  controls and procedures (as
defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities  Exchange Act
of 1934) were effective.

                                       24
<PAGE>
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management evaluated our internal control over financial reporting and there
have been no changes during the fiscal quarter ended December 31, 2011 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We are responsible for  establishing and maintaining  adequate  internal control
over financial  reporting (as defined in Rule 13a-15(f) under the Exchange Act).
Our internal  control over financial  reporting is a process designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of  financial   statements  for  external  purposes  of  accounting
principles generally accepted in the United States.

This  Annual  Report does not include an  attestation  report of our  registered
public  accounting  firm regarding  internal  control over financial  reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting firm pursuant to an exemption for smaller  reporting  companies under
Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Because of its inherent  limitations,  internal control over financial reporting
may  not  prevent  or  detect  misstatements.   Therefore,  even  those  systems
determined  to be effective can provide only  reasonable  assurance of achieving
their control objectives.

Our  Chief  Executive   Officer  and  Chief  Financial   Officer  evaluated  the
effectiveness  of our internal  control over financial  reporting as of December
31,  2011.  In making this  assessment,  we used the  criteria  set forth by the
Committee  of  Sponsoring  Organizations  of the Treadway  Commission  (COSO) in
Internal  Control--Integrated  Framework.  Based on this  evaluation,  our Chief
Executive Officer and Chief Financial Officer concluded that, as of December 31,
2011,  our internal  control over  financial  reporting was not effective in the
following area:

TIMELY RECONCILIATION OF ACCOUNTS

During the December  31, 2011 and  December  31, 2010 audits,  a large number of
adjusting  journal entries were proposed to properly  reconcile account balances
at year end. A large number of adjusting  journal  entries being proposed during
the audit process suggests that the Company's financial records are not properly
reconciled at year end. This is an  indication  that the Company's  controls may
not be operating  effectively to ensure that accounts are reconciled on a timely
basis.

ITEM 9B. OTHER INFORMATION.

Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The  information  required by this Item regarding our directors,  executives and
corporate  governance  will be set forth in our Proxy  Statement  to be filed in
connection with our 2012 Annual Meeting of Shareholders (the "Proxy  Statement")
and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information  required by this Item regarding executive  compensation will be
set forth in our Proxy Statement and is incorporated herein by reference.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

The information  required by this Item regarding  security  ownership of certain
beneficial  owners and  management and related  shareholder  matters will be set
forth in our Proxy Statement and is incorporated herein by reference.

                                       25
<PAGE>
ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
           INDEPENDENCE.

The  information  required  by this Item  regarding  certain  relationships  and
related  transactions and director  independence  will be set forth in our Proxy
Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information  required by this Item regarding  principal  accountant fees and
services will be set forth in our Proxy Statement and is incorporated  herein by
reference.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) Financial Statements

     Financial  statements  for Ciralight  Global,  Inc.  listed in the Index to
     Financial  Statements and Supplementary  Data on page F-1 are filed as part
     of this Annual Report.

(a) (2) Financial Statement Schedule

     Financial Statement Schedule for Ciralight Global, Inc. listed in the Index
     to Financial  Statements  and  Supplementary  Data on page F-1 are filed as
     part of this Annual Report.

(a) (3) See the "Index to Exhibits" set forth below.

(b) See Exhibit Index below for exhibits required by Item 601 of Regulation S-K

                                       26
<PAGE>
                                  EXHIBIT INDEX

List of Exhibits  attached or incorporated by reference  pursuant to Item 601 of
Regulation S-B

Exhibit No.                        Description
-----------                        -----------
3(i).1*       Articles of  Incorporation  of Ciralight West, Inc. filed February
              26, 2009, with the Secretary of

3(i).2*       Certificate of Amendment to the Articles of Incorporation filed on
              March 13, 2009,  with the  Secretary  of State of  Nevada(changing
              name to Ciralight Global, Inc.).

3(i).3*       Certificate of Amendment to the Articles of Incorporation filed on
              April 22, 2009, with the Secretary of State of Nevada.

3(ii)*        By-Laws of Ciralight Global, Inc.

4.1*          Certificate of  Designation  of Series A Preferred  Stock filed on
              July 22, 2009, with the Secretary of State of Nevada

4.2**         2010 Employee and Consultant Stock Incentive Plan

4.3***        2012 Employee and Consultant Stock Incentive Plan

10.1*         Exchange of Stock for Assets  Agreement dated as of April 1, 2009,
              by and between Ciralight Global, Inc. and George Adams, Sr.

10.2*         Amendment to Exchange of Stock for Assets Agreement by and between
              Ciralight  Global,Inc.  and George Adams,  Sr. dated  December 15,
              2009.

10.3*         Assignment  of Issued  United  States  Patent and  Pending  United
              States Patent Application dated December 17, 2009

10.4*         Domestic  Non-Exclusive  Dealer   Agreement(undated  and  unsigned
              prototype)

10.5*         Domestic Non-Exclusive Distribution Agreement(undated and unsigned
              prototype)

10.6*         Domestic  Non-Exclusive  Dealer Agreement by and between Ciralight
              Global,  Inc. and  Globalight  Energy  Solutions,  LLC dated as of
              December 1, 2009

10.7*         Domestic  Non-Exclusive  Dealer Agreement by and between Ciralight
              Global, Inc. and Chaparral Green Energy Solutions, LLC dated as of
              January 1, 2010

10.8*         Domestic Non-Exclusive Dealer Agreement dated December 1, 2009, by
              and between  Ciralight Global,  Inc. and Green Tech  Design-Build,
              Inc.

10.9*         International  Distribution  Agreement  dated January 15, 2010, by
              and between Ciralight Global, Inc. and ZEEV Shimon & Sons, Ltd.

10.10*        International  Dealership  Agreement  dated June 18, 2009,  by and
              between Ciralight Global, Inc. and RSB Construction LTD.

10.11*        Domestic  Non-Exclusive  Dealer  Agreement dated April 1, 2010, by
              and between Ciralight Global, Inc. and J-MACS Consulting, LLC.

10.12*        Domestic  Non-Exclusive  Dealer Agreement dated April 15, 2010, by
              and between Ciralight Global,  Inc. and The Energy Solutions Group
              Worldwide, LLC.

                                       27
<PAGE>
10.13*        Domestic  Non-Exclusive  Dealer Agreement dated April 15, 2010, by
              and between Ciralight Global, Inc. and Kemper & Associates,  Inc.,
              d/b/a Total Roofing & Reconstruction.

10.14*        Domestic Non-Exclusive Dealer Agreement dated December 1, 2009, by
              and between Ciralight Global, Inc. and Eco-Smart, Inc.

10.15*        Commercial  Lease  Agreement  dated April 1, 2010,  by and between
              Ciralight Global, Inc. and Frederick Feck.

10.16*        Material  Liability  Agreement  dated  September  3, 2009,  by and
              between Ciralight Global, Inc. and Suntron Corporation.

10.17*        Material Terms and Conditions of Verbal Office Lease for Executive
              Offices in Irvine, California.

10.18*        Material   Terms  and   Conditions  of  Verbal  Office  Lease  for
              Warehouse/Offices in Corona, California

14*           Code of Business Conduct and Ethics

21*****       Subsidiaries.

31.1****      Certification of Principal Executive Officer Pursuant to 18 U.S.C.
              Section 1350

31.2****      Certification of Principal Financial Officer Pursuant to 18 U.S.C.
              Section 1350

32.1****      906 Certification of Principal Executive Officer

32.2****      906 Certification of Principal Financial Officer

101*****      Interactive data files pursuant to Rule 405 of Regulation S-T.

----------
*     Incorporated by reference from the Company's Form S-1 registration
      statement filed with the Securities and Exchange Commission (File No.
      333-165638) that went effective on July 29, 2010.
**    Incorporated by reference Exhibit 99.1 of the Company's Form 8-K Current
      Report filed with the Commission on January 6, 2010.
***   Incorporated by reference to Exhibit 4.1 of the Company's Post-effective
      Amendment No. 1 to Form S-8 registration statement filed with the
      Commission on February 14, 2012.
****  Filed herewith.
***** Previously filed.

                                       28
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      Ciralight Global, Inc.


Dated: August 20, 2012                     /s/ Jeffrey S. Brain
                                           -------------------------------------
                                      By:  Jeffrey S. Brain
                                      Its: President and Chief Executive Officer

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.


Dated: August 20, 2012                     /s/ Jeffrey S. Brain
                                           -------------------------------------
                                      By:  Jeffrey S. Brain
                                      Its: President, Chief Executive Officer
                                           and Director (Principal Executive
                                           Officer)


Dated: August 20, 2012                     /s/ Jarett Fenton
                                           -------------------------------------
                                      By:  Jarett Fenton
                                      Its: Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)


Dated: August 20, 2012                     /s/ Frederick Feck
                                           -------------------------------------
                                      By:  Frederick Feck
                                      Its: Corporate Secretary and Director

                                       29
<PAGE>
                             CIRALIGHT GLOBAL, INC.

                          INDEX TO FINANCIAL STATEMENTS
                                                                           Page
                                                                          Number
                                                                          ------

Report of Independent Registered Public Accounting Firm                     F-2

Balance Sheets as of December 31, 2011 and 2010                             F-3

Statements of Operations for the years ended December 31, 2011 and
December 31, 2010                                                           F-4

Statement of Changes in Stockholder's Equity (Deficit) for the years ended
December 31, 2011 and December 31, 2010                                     F-5

Statements of Cash Flows for the years ended December 31, 2011 and
December 31, 2010                                                           F-6

Notes to Financial Statements                                               F-7

                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ciralight Global, Inc.
Sherman Oaks, California

We have audited the accompanying balance sheets of Ciralight Global, Inc. as of
December 31, 2011 and 2010, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ciralight Global, Inc. as of
December 31, 2011 and 2010, and the results of its operations and its cash flows
for the years then ended, in conformity with U.S. generally accepted accounting
principles.


/s/ HJ Associates & Consultants, LLP
-----------------------------------------------
HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 30, 2012

                                      F-2
<PAGE>
                              CIRALIGHT GLOBAL, INC
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                  -----------------------------------
                                                                                      2011                   2010
                                                                                  ------------           ------------
<S>                                                                               <C>                    <C>
                                     ASSETS

CURRENT ASSETS:
  Cash                                                                            $     97,443           $    203,108
  Restricted Cash                                                                        7,600                     --
  Accounts receivable                                                                  175,235                148,787
  Notes receivable - related party                                                          --                 75,454
  Inventory                                                                            197,619                228,106
  Prepaid expenses and other current assets                                             16,090                 53,804
                                                                                  ------------           ------------
      TOTAL CURRENT ASSETS                                                             493,987                709,259
                                                                                  ------------           ------------
Property and equipment, net                                                              6,928                 10,024
Intangible assets, net                                                                  27,198                 28,861
                                                                                  ------------           ------------

      TOTAL ASSETS                                                                $    528,113           $    748,144
                                                                                  ============           ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                                                $    128,764           $    211,015
  Advances payable - related party                                                     300,000                200,000
  Accrued Expenses - related party                                                     151,813                 18,249
  Deferred Revenue                                                                      30,932                     --
  Other payables                                                                        18,426                 27,123
                                                                                  ------------           ------------
      TOTAL CURRENT LIABILITIES                                                        629,935                456,387
                                                                                  ------------           ------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock - $.001 par value; 10,000,000 shares authorized,
   1,000,000 Redeemable Series A Preferred shares issued and outstanding                 1,000                  1,000
  Common stock - $.001 par value; 50,000,000 shares authorized,
   14,322,567 and 13,289,207 shares issued and outstanding, respectively                14,322                 13,289
  Additional paid-in capital                                                         2,664,633              2,132,173
  Accumulated deficit                                                               (2,781,777)            (1,854,705)
                                                                                  ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                            (101,822)               291,757
                                                                                  ------------           ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        $    528,113           $    748,144
                                                                                  ============           ============
</TABLE>


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

                                      F-3
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      For the Years Ended
                                                          December 31,
                                               -----------------------------------
                                                   2011                   2010
                                               ------------           ------------
<S>                                            <C>                    <C>
Sales                                          $  1,111,343           $    774,105
Cost of goods sold                                  849,184                609,796
                                               ------------           ------------
Gross profit                                        262,159                164,309
                                               ------------           ------------
OPERATING EXPENSES
  Research and development expenses                  37,262                 61,459
  Selling and marketing expenses                    240,547                211,151
  General and administrative expenses               884,732                916,501
                                               ------------           ------------
TOTAL OPERATING EXPENSES                          1,162,541              1,189,111
                                               ------------           ------------
Loss from operations                               (900,382)            (1,024,802)
                                               ------------           ------------
OTHER EXPENSE
  Interest expense, net                             (44,337)                (9,614)
  Gain on extinguishment of debt                     17,647                     --
                                               ------------           ------------
TOTAL OTHER EXPENSE                                 (26,690)                (9,614)
                                               ------------           ------------

NET LOSS                                       $   (927,072)          $ (1,034,416)
                                               ============           ============

BASIC LOSS PER SHARE                           $      (0.07)          $      (0.09)
                                               ============           ============
WEIGHTED AVERAGE SHARES USED IN
 PER SHARE CALCULATION                           13,947,917             11,729,651
                                               ============           ============
</TABLE>


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

                                      F-4
<PAGE>
                              CIRALIGHT GLOBAL, INC
                  STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010


<TABLE>
<CAPTION>
                                            Preferred Stock          Common Stock
                                            ---------------        ----------------    Additional
                                                        Par                     Par      Paid in    Accumulated      Total
                                            Shares     Value       Shares      Value     Capital      Deficit        Equity
                                            ------     -----       ------      -----     -------      -------        ------
<S>                                         <C>        <C>         <C>         <C>       <C>          <C>            <C>
BALANCE DECEMBER 31, 2009                 1,000,000     1,000    10,368,000    10,368   1,225,665      (820,289)      416,744

Common Stock Issued For Private
 Placement at $0.25                              --        --       232,000       232      57,768            --        58,000

Common Stock Issued For Private
 Placement at $0.50                              --        --       444,000       444     221,556            --       222,000

Common Stock Issued As Anti-Dilution
 Shares For Compensation And Services
 Rendered at $0.25                               --        --       282,353       282      70,306            --        70,588

Common Stock Issued For Accrued
 Compensation at $0.25                           --        --       359,505       359      89,517            --        89,876

Common Stock Issued For Conversion
 of Notes Payable and Interest at $0.25          --        --     1,552,408     1,553     386,549            --       388,102

Common Stock Issued For Conversion
 of Notes Payable and Interest at $0.50          --        --        50,941        51      25,419            --        25,470

Stock Options Issued For Services                --        --            --        --      51,574            --        51,574

Stock Offering Costs                             --        --            --        --      (2,181)           --        (2,181)

Rent Donation by Related Party                   --        --            --        --       6,000            --         6,000

Net Loss                                         --        --            --        --          --    (1,034,416)   (1,034,416)
                                          ---------   -------    ----------   -------  ----------   -----------   -----------
BALANCE DECEMBER 31, 2010                 1,000,000     1,000    13,289,207    13,289   2,132,173    (1,854,705)      291,757

Common Stock Issued For Private
 Placement at $0.50                              --        --       951,360       951     474,729            --       475,680

Common Stock Issued For Services
 at $0.50                                        --        --        80,000        80      39,920            --        40,000

Common Stock Issued From Exercise
 of Stock Options at $0.75                       --        --         2,000         2       1,498            --         1,500

Stock Offering Costs                             --        --            --        --      (1,300)           --        (1,300)

Stock Options Issued For Services                --        --            --        --       9,611            --         9,611

Stock Options Issued For Financing Costs         --        --            --        --      34,440            --        34,440

Commissions on Sales of Common Stock             --        --            --        --     (32,438)           --       (32,438)

Rent Donation by Related Party                   --        --            --        --       6,000            --         6,000

Net Loss                                         --        --            --        --          --      (927,072)     (927,072)
                                          ---------   -------    ----------   -------  ----------   -----------   -----------

BALANCE DECEMBER 31, 2011                 1,000,000   $ 1,000    14,322,567   $14,322  $2,664,633   $(2,781,777)  $  (101,822)
                                          =========   =======    ==========   =======  ==========   ===========   ===========
</TABLE>


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

                                      F-5
<PAGE>
                              CIRALIGHT GLOBAL, INC
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                             For the Years Ended
                                                                                 December 31,
                                                                     -----------------------------------
                                                                         2011                   2010
                                                                     ------------           ------------
<S>                                                                  <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                           $   (927,072)          $ (1,034,416)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Common stock issued for compensation and services                     40,000                     --
     Options issued for services                                            9,611                 51,574
     Depreciation and amortization                                          9,021                 11,976
     Contribution of rent from a related party                              6,000                  6,000
     Bad debt expense                                                      25,896                 39,273
     Gain on extinguishment of debt                                       (17,647)                    --
  Changes in operating assets and liabilities
     (Increase) decrease in Restricted Cash                                (7,600)                    --
     (Increase) decrease in Deferred Revenue                               30,932                     --
     (Increase) decrease in inventory                                      30,487                (51,585)
     (Increase) decrease in accounts receivable                           (52,344)               112,487
     (Increase) decrease in prepayments and deposits                       37,715                 81,587
     (Increase) decrease in note receivable - related party                35,244                 (5,589)
     Increase (decrease) in accounts payable                              (42,042)               156,596
     Increase in other payables                                           142,514                 16,633
                                                                     ------------           ------------
           NET CASH USED IN OPERATING ACTIVITIES                         (679,285)              (615,464)
                                                                     ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of business assets                                           (4,262)                    --
                                                                     ------------           ------------
           NET CASH USED IN INVESTING ACTIVITIES                           (4,262)                    --
                                                                     ------------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash from sale of common stock                                          475,680                280,000
  Cash from exercise of options                                             1,500                     --
  Options issued for financing costs                                       34,440                     --
  Payments of commission on common stock sales                            (32,438)                    --
  Proceeds from advances payable - related party                          100,000                     --
  Proceeds from note payable                                                   --                275,000
  Stock offering costs                                                     (1,300)                (2,181)
                                                                     ------------           ------------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                      577,882                552,819
                                                                     ------------           ------------
Net (decrease) increase in cash                                          (105,665)               (62,645)
Cash, beginning of period                                                 203,108                265,753
                                                                     ------------           ------------

CASH, END OF PERIOD                                                  $     97,443           $    203,108
                                                                     ============           ============
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                                      $         --           $      9,614
                                                                     ============           ============
  Income taxes paid                                                  $         --           $         --
                                                                     ============           ============
NON-CASH INVESTING AND FINANCING ACTIVITIES
  Common stock issued for accrued compensation                       $         --           $     89,876
                                                                     ============           ============
  Debt and liabilities settled with common stock                     $         --           $    484,160
                                                                     ============           ============
  Exchange of Note Receivable for Legal Fees                         $     40,210           $         --
                                                                     ============           ============
</TABLE>


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

                                      F-6
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS


1. Background and Basis of Presentation:

Ciralight  Global,  Inc. (the "Company") was incorporated in the State of Nevada
on February 26, 2009.  The Company is in the business of designing,  developing,
and  distributing  proprietary  advanced  day lighting  systems for  traditional
non-residential markets that benefit from natural lighting.

In April 2009,  we entered into an Exchange of Stock for Assets  Agreement  with
Mr. George Adams, Sr. ("Adams  Agreement") to acquire certain assets  including,
but not  limited  to, a U.S.  patent,  patent  applications  pending  in Canada,
Europe, Mexico and the United States, artwork, trademarks, equipment, furniture,
databases,  technical drawings, promotional materials, trade names and inventory
parts and marketing  rights  related to the  SunTracker  One(TM) and  SunTracker
Two(TM)  daylighting  products  previously  owned and  distributed by Ciralight,
Inc., a Utah  corporation,  such assets having been  foreclosed on by Mr. Adams,
who was the secured creditor of Ciralight, Inc. Ciralight, Inc. is a predecessor
to the Company, although we have no affiliation,  contractual or otherwise, with
Ciralight, Inc. or any of its employees, officers or directors.

Ciralight,  Inc., the company whose assets were foreclosed on by Mr. Adams,  was
also in the business of  designing,  developing,  and  distributing  proprietary
advanced  day  lighting  systems for  traditional  non-residential  markets that
benefit from natural  lighting.  Ciralight,  Inc. ceased operations on March 14,
2009,  following the  foreclosure  by Mr. Adams.  Since the  acquisition  of the
assets was through a  foreclosure,  the former  company and its officers  remain
liable  for  the  Ciralight  Inc.'s  debts  and  the  Company  has no  financial
responsibility for those debts. None of the employees or management of Ciralight
Inc.  are involved in the Company.  The business  operations  of our Company are
located in Irvine,  California and the Company operates with four employees, the
Chief Executive Officer, the Chief Financial Officer / Chief Operations Officer,
a warehouse manager and an executive assistant.

In April 2009,  we acquired all of the above  described  assets from Mr.  Adams,
except  for the U.S.  patent  and the  patent  applications  pending  in Canada,
Europe,  Mexico and the United States,  in exchange for 3,200,000  shares of our
common stock and 1,000,000  shares of our Series A Preferred  Stock. On December
15, 2009, we acquired the U.S. patent and patent applications pending in Canada,
Europe, Mexico and the United States from Mr. Adams in exchange for the issuance
by us of an  additional  400,000  shares of our common  stock and a  convertible
promissory note in the amount of $250,000.  The note is convertible  into shares
of our common  stock at a conversion  rate of one share per $.25 of  outstanding
principal  and  interest.  As a result  of this  transaction,  Mr.  Adams is our
largest  shareholder.  Aside from our U.S.  patent and our four  pending  patent
applications, we have no other patent rights.

Reclassifications

Certain  balances in prior year financial  statements have been  reclassified to
conform to the current year presentation.

2. Liquidity and Operations:

The  Company  had net losses of  $927,072,  and  $1,034,416  for the years ended
December 31, 2011, and December 2010, respectively,

As of December  31, 2011,  the Company had cash of  approximately  $105,000.  In
addition,  the  Company  had  accounts  receivable  of  approximately  $175,000,
inventory on hand at a cost valuation of approximately  $198,000, all fully paid
for, and accounts  payable of  approximately  $129,000.  The  revolving  line of
credit  consists of advances from related parties and amounted to $300,000 as of
December 31, 2011.  The Company  finalized an agreement with the Adams family in
which the  Company  will grant one stock  option for each  dollar  loaned by the

                                      F-7
<PAGE>
Adams family for the maximum amount  borrowed by the Company against the line of
credit.  The  agreement  is for a term of one year and the options  will have an
exercise price of $.50 per option,  will be exercisable over five years and will
vest  quarterly,  based on the amount of credit line  outstanding  at the end of
each calendar quarter. In addition, the interest rate agreed upon is 2% over the
treasury rate on the outstanding amount of the credit line.

The  Company  has  experienced   losses  primarily   attributable  to  research,
development,  marketing and other costs  associated  with the strategic  plan to
develop as a world class supplier of  sustainable  lighting  technologies.  Cash
flows  from  operations  have  not  been  sufficient  to meet  our  obligations.
Therefore, we have had to raise funds through several financing transactions. At
least until we reach  breakeven  volume in sales and develop  and/or acquire the
capability  to  manufacture  and sell our products  profitably,  we will need to
continue to rely on cash from external financing sources.  Our operations during
the year ended  December  31,  2011 were  financed by product  sales  contracts,
common stock issuances, as well as from working capital reserves. At fiscal year
end,  the  Company  had  $105,000  of cash and cash  equivalents  and short term
investments.  As  discussed  in Note 14 below,  on March 23,  2012,  the company
obtained an additional  $500,000 line of credit to meet  operational and working
capital needs.  Management believes that with the additional line of credit that
there is sufficient liquidity to carry on operations for the next twelve months.
However, there can be no assurance that management will be able to fully deliver
on its business plans.

3. Summary of Significant Accounting Policies:

Concentration of Cash Risk

The Company  maintains its cash accounts  primarily  with banks located in Utah.
The total cash  balances  are  insured by the FDIC up to $250,000  per bank.  At
times, the amount of the Company's cash and cash equivalent  exceeds the balance
insured by the FDIC.

Accounts  Receivable - The Company's  accounts  receivable are unsecured and the
Company is at risk to the extent such amounts become  uncollectible.  Management
continually  monitors accounts receivable balances and provides for an allowance
for  doubtful  accounts at the time  collection  becomes  questionable  based on
payment  history  or age of the  receivable.  The  Company  sells  products  and
services generally on terms of receiving a 50% deposit prior to shipment and the
remaining 50% within 21 days of date of shipment.  The Company  charges  nominal
financing  fees  on  late  payments.  Accounts  receivable  are  charged  to the
allowance for bad debts when the Company has exhausted all  reasonable  means of
collection. At December 31, 2011, management deemed that all accounts receivable
were fully collectible and that no bad debt reserve was required.

Inventory - Inventory consists of finished units, parts and packaging  materials
and is stated at lower of  historical  cost or  current  cost.  Management  will
establish  a reserve  for damaged and  discontinued  inventory  when  determined
necessary. At December 31, 2011 no reserve was required.

Property and Equipment - Property and  equipment are stated at historical  cost,
which  consists  of the net  book  value  of the  assets  carried  on the  prior
company's books. Depreciation is computed over the estimated useful lives of the
assets using the  straight-line  method  generally  over a 3- to 5-year  period.
Leasehold  improvements will be amortized on the  straight-line  method over the
life of the related lease. Expenditures for ordinary maintenance and repairs are
charged to expense as incurred.  Upon retirement or disposal of assets, the cost
and  accumulated  depreciation  are eliminated  from the account and any gain or
loss is  reflected  in the  statement of  operations.  Depreciation  expense for
property  and  equipment is recorded as either cost of goods sold or general and
administrative expense, depending on the use of the assets.

Stock  Offering  Costs  -  During  2010  and  2011,  the  Company  recorded  the
organizational   costs  associated  with  the  private  placement   offering  as
additional  paid in capital and  expensed the costs  associated  with taking the
company public.

                                      F-8
<PAGE>
Impairment of Long Lived Assets - The Company  evaluates its  long-lived  assets
for impairment,  in accordance  with FASB ASC 360-10,  when events or changes in
circumstances  indicate that the related carrying amount may not be recoverable.
Impairment is considered to exist if the total estimated  future cash flow on an
undiscounted  basis is less than the carrying amount of the related  assets.  An
impairment  loss is measured  and  recorded  based on the  discounted  estimated
future cash flows.  Changes in significant  assumptions  underlying  future cash
flow  estimates  or fair  values of  assets  may have a  material  effect on the
Company's  financial position and results of operations.  No such impairment was
indicated at December 31, 2011.

Shipping and Handling Costs - The Company  includes  shipping and handling costs
that are billed to our  customers in revenue and the actual  costs  incurred for
shipping and handling are included in costs of goods sold in accordance with the
provisions of FASB ASC 605-45-45-20.  The related costs are considered necessary
to complete the revenue cycle.

Revenue  Recognition  - The Company  recognizes  revenue from product sales when
persuasive  evidence  of an  arrangement  exists,  shipment  has  occurred,  the
seller's  price to the  buyer is fixed or  determinable  and  collectability  is
reasonably assured.

Warranty  Costs -  Commencing  April 1, 2009,  the Company  provided a five-year
warranty  covering the labor and materials  associated  with its  installations.
Effective  September 1, 2009,  the Company  changed the coverage to ten years in
the U.S. The Company's  "advanced  skylights" are warranted by the  manufacturer
for 10 years,  generally.  The Company (at its option) will  repair,  replace or
give credit for the original  purchase price on any of its products or parts. An
accrual for a loss  contingency has been made,  since warranty  expenses to date
have been  consistent and a reasonable  estimate of future expenses can be made,
in accordance with FASB ASC 460-10-50-8 (c)).

Changes in the liability for product warranty were as follows:
                                                                        Product
                                                                        Warranty
                                                                        --------
Liability at December 31, 2009                                          $ 9,476

Settlements made during the period                                       (7,425)
Change in liability for warranties issued during the period               4,415
Change in liability for preexisting warranties                            3,010
                                                                        -------
Liability at December 31, 2010                                          $ 9,476

Settlements made during the period                                           --
Change in liability for warranties issued during the period                  --
Change in liability for preexisting warranties                               --
                                                                        -------

Liability at December 31, 2011                                          $ 9,476
                                                                        =======

Research  and  Development  Expenses - Research  and  development  expenses  are
charged to operations in the period incurred. The amounts expensed for the years
ended December 31, 2011, and 2010 were $37,262, and $61,459, respectively.

Selling and Marketing  Expenses - Selling and marketing expenses are expensed as
incurred.  These expenses were  $240,547,  and $211,151,  respectively,  for the
years ended  December  31,  2011,  and  December  31, 2010 and  consisted of the
following:

                                      F-9
<PAGE>
                                                       2011               2010
                                                     --------           --------
Booth rental and advertising fees                    $ 26,827           $ 17,367
Event staffing, travel and shipping                    53,943             25,705
Marketing consultants and materials                    69,167             29,326
Royalty fees                                           22,140             13,240
Commissions                                            63,210            111,393
Sales support, recruitment and travel                   5,260             14,120
                                                     --------           --------

Total Selling and Marketing Expenses                 $240,547           $211,151
                                                     ========           ========

The Adams Agreement  described in Note 1 above, also granted Mr. Adams a royalty
fee of $20.00 for each  SunTracker  One(TM) and  SunTracker  Two(TM) unit or any
future  units  that are based on the patent  rights we  acquired  from him.  The
maximum  royalty fees payable under the Adams  Agreement is $2,000,000  based on
the sale of 100,000 units. At December 31, 2011, accrued royalties in the amount
of $35,389,  related to our sale of 1,769 units,  is reflected on our  financial
statements.

General and Administrative  Expenses - General and  administrative  expenses are
expensed as incurred. These expenses were $884,732, and $916,501,  respectively,
for the years ended December 31, 2011 and December 31, 2010 and consisted of the
following:

                                                        2011              2010
                                                      --------          --------
Computer and internet                                   17,723            13,042
Insurance                                               60,554            32,824
Membership fees                                          4,452             6,445
Payroll and compensation                               486,407           340,096
Accounting fees                                         94,227           104,728
Legal fees                                              39,111           152,871
Consulting fees                                         40,987            89,018
Rent and occupancy expenses                             12,823            20,186
Warehouse expenses                                      65,022            54,706
Travel expenses                                         19,800            21,839
Office and administrative expenses                      17,730            41,473
Bad debt expense                                        25,896            39,273
                                                      --------          --------

Total General & Administrative Expenses               $884,732          $916,501
                                                      ========          ========

Concentrations  of Credit Risk - Credit risk represents the accounting loss that
would be recognized at the reporting date if counterparties failed completely to
perform as contracted.  Concentrations of credit risk (whether on or off balance
sheet) that arise from  financial  instruments  exist for groups of customers or
counterparties when they have similar economic  characteristics that would cause
their  ability to meet  contractual  obligations  to be  similarly  affected  by
changes in economic or other conditions.

Financial  instruments  potentially  subjecting the Company to concentrations of
credit risk consist principally of accounts receivable. As of December 31, 2011,
three  distributors  had  balances  representing  72% or more  of the  Company's
accounts receivable.

Use of Estimates - The  preparation  of the  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  disclosure  of  contingent  assets and
liabilities at the date of the balance sheet and the reported amounts of revenue

                                      F-10
<PAGE>
and expenses  during the reporting  period.  Significant  estimates  include the
Company's debt discount,  and share-based  compensation expense.  Actual results
could differ from these estimates.

Stock-Based  Compensation - The Company  accounts for  stock-based  compensation
under  the  provisions  of  FASB  ASC 718  (Statement  of  Financial  Accounting
Standards No. 123 (revised  2004),  "SHARE-BASED  PAYMENT"),  which requires the
Company  to  measure  the   stock-based   compensation   costs  of   share-based
compensation  arrangements  based on the  grant  date fair  value and  generally
recognizes the costs in the financial  statements over the employee's  requisite
service   period.   Stock-based   compensation   expense  for  all   stock-based
compensation  awards granted was based on the grant date fair value estimated in
accordance with the provisions of FASB ASC 718.

The  Company  measures  compensation  expense for its  non-employee  stock-based
compensation  under FASB ASC 505-10 and 50,  "Accounting for Equity  Instruments
that are Issued to Other Than  Employees for Acquiring,  or in Conjunction  with
Selling,  Goods or  Services".  The fair value of the  option  issued is used to
measure the  transaction,  as this is more  reliable  than the fair value of the
services  received.  The fair value is  measured  at the value of the  Company's
common stock on the date that the commitment for performance by the counterparty
has been reached or the counterparty's  performance is complete.  The fair value
of the equity  instrument  is  charged  directly  to  compensation  expense  and
additional paid-in capital.

The  Company  recognizes  stock  compensation   expense  by  recording  employee
stock-based   compensation  using  the  fair  value  recognition  provisions  of
Accounting  Standards  Codification  ("ASC")  Topic  718 ("ASC  718")  using the
modified prospective transition method, and recording  non-employee  stock-based
compensation expense in accordance with ASC Topic 505.

Income Taxes - The Company accounts for its income taxes under the provisions of
FASB-ASC-10  "Accounting  for Income Taxes." This statement  requires the use of
the asset and liability method of accounting for deferred income taxes. Deferred
income taxes  reflect the net tax effects of temporary  differences  between the
carrying amounts of assets and liabilities for financial  reporting purposes and
the amounts used for income tax reporting  purposes,  at the applicable  enacted
tax rates. The Company provides a valuation  allowance  against its deferred tax
assets when the future realizability of the assets is no longer considered to be
more likely than not.

Convertible  Notes  Payable - The Company  accounts  for its  convertible  notes
payable  under the  provisions  of FASB ASC 470  (Staff  Position  No.  APB 14-1
"Accounting for Convertible  Debt  Instruments  that may be Settled in Cash upon
Conversion  (including  partial cash  settlement").  FASB ASC 470 clarifies that
convertible  debt  instruments  that  may be  settled  in cash  upon  conversion
(including  partial cash  settlement)  are not addressed by FASB ASC 470-20-65-1
(paragraph 12 of APB Opinion No. 14,  "Accounting for Convertible  Debt and Debt
Issued with Stock Purchase Warrants"). Additionally, FASB ASC 470 specifies that
issuers of such  instruments  should  separately  account for the  liability and
equity components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods.

The Company  accounts for uncertain  tax  positions in accordance  with FASB ASC
740-10,  30  and  270,   "Accounting  for  Uncertainty  in  Income  Taxes."  The
application  of income tax law is inherently  complex.  As such,  the Company is
required to make certain  assumptions  and  judgments  regarding  its income tax
positions and the  likelihood  whether such tax positions  would be sustained if
challenged.  Interest and  penalties  related to uncertain  tax  provisions  are
recorded as a component of the provision for income taxes.  Interpretations  and
guidance  surrounding income tax laws and regulations change over time. As such,
changes in the Company's assumptions and judgments can materially affect amounts
recognized  in the  Company's  consolidated  balance  sheets  and  statement  of
operations.

                                      F-11
<PAGE>
4. Balance Sheet Information:

Cash consisted of the following at December 31,

                                                      2011                2010
                                                    --------            --------
Checking account                                    $ 87,292            $201,376
Savings accounts                                       8,435                 502
Petty cash                                             1,716               1,230
                                                    --------            --------

Total Cash and cash equivalents                     $ 97,443            $203,108
                                                    ========            ========

Notes  receivable - related party - As of December 31, 2010,  the Company held a
note  receivable from the former  President and Chief  Executive  Officer of the
Company,  with an original balance of $69,865.  This note accrued interest at an
annual rate of 8% from the effective date of January 15, 2010.  Certain terms of
this note  receivable  were  amended and  replaced on March 18,  2010,  with the
following terms:  The Company was granted a security  interest in and to 329,647
shares  of  Company  common  stock  owned  by the  former  President  and CEO as
collateral for the repayment of the note  receivable and the note  receivable is
due and payable on November 1, 2010. The balance of the note,  including accrued
interest,  at December  31, 2010 was  $75,454.  On January 3, 2011,  the Company
recorded the  satisfaction for the full amount of principal and accrued interest
due on the note receivable.

Inventory consisted of the following at December 31,

                                                      2011                2010
                                                    --------            --------
Finished units and components                       $190,084            $205,501
Packaging crates and materials                         7,535              22,605
                                                    --------            --------

Total Inventory                                     $197,619            $228,106
                                                    ========            ========

Prepaid expenses and other current assets consist of the following at December
31,

                                                      2011                2010
                                                    --------            --------
Purchase order prepaid deposits                     $ 11,930            $ 43,304
Deposits on account                                       --              10,500
Prepaid expenses                                       4,160                  --
                                                    --------            --------

Total Prepayments and deposits                      $ 16,090            $ 53,804
                                                    ========            ========

Purchase  order prepaid  deposits  represent the  prepayment  required under the
agreements with several suppliers of our inventory components.

                                      F-12
<PAGE>
Property and  equipment  are stated at cost,  net of  accumulated  depreciation.
Expenditures  for maintenance  and repairs are expensed as incurred;  additions,
renewals and betterments are capitalized. Depreciation of property and equipment
is provided using the  straight-line  method with estimated lives ranging from 3
to 5 years as presented in the following schedule.

Property and equipment consist of the following at December 31:

                                                    2011                 2010
                                                  --------             --------
Furniture and equipment                           $ 10,513             $  7,950
Vehicles                                             2,771                2,771
Tooling costs                                       24,683               22,983
Convention display                                   1,817                1,817
                                                  --------             --------
Property and equipment                              39,784               35,521
                                                  --------             --------
Less Accumulated depreciation                      (32,856)             (25,497)
                                                  --------             --------

Total Property and equipment, net                 $  6,928             $ 10,024
                                                  ========             ========

Depreciation  expense for the annual  periods ended  December 31, 2011, and 2010
was $7,359, and $10,313,  respectively,  and was recorded as cost of goods sold.
The use of the above property and equipment  determines if the  depreciation  is
recorded as cost of goods sold or as general and administrative expenses.

Intangible  assets  are  stated  at  cost,  net  of  accumulated   amortization.
Amortization  of intangible  assets is provided using the  straight-line  method
with estimated lives of 20 years as follows at December 31,

                                                    2011                 2010
                                                  --------             --------
Patent and patent applications                    $ 30,593             $ 30,593
Less Accumulated amortization                       (3,395)              (1,732)
                                                  --------             --------

Total Intangible assets, net                      $ 27,198             $ 28,861
                                                  ========             ========

Amortization  expense for the annual  periods ended  December 31, 2011, and 2010
was $1,663, and $1,663, respectively, was related to the Company's patent rights
and was recorded as cost of goods sold.

Organizational  Costs - The Company's startup and  organizational  expenses were
expensed as legal and accounting fees under general and administrative expenses.

Advances  payable-related party - On December 30, 2010, Terry Adams advanced the
Company  $200,000 for short term working capital  purposes and in 2011, Mr Adams
advanced an additional  $100,000 to the Company,  as represented by the advances
payable-related  party amount of $300,000 at December 31, 2011.  Related accrued
interest  of $8,508 is included in the Other  Payables  amount on the  Company's
financial statements.

                                      F-13
<PAGE>
Other Payables - The Company had Other Payables consisting of the following at
December 31,

Other Payables                                        2011                2010
                                                    --------            --------
Accrued warranty expense                            $  9,476            $  9,476
Accrued compensation                                   8,950              17,647
                                                    --------            --------

Total Other payables                                $ 18,426            $ 27,123
                                                    ========            ========

Other Payables - Related Party                         2011               2010
                                                    --------            --------
Royalty Fees - Related Party                        $ 35,389            $ 18,249
Accrued Compensation - Related Party                 107,916                   0
Accrued Interest                                       8,508                   0
                                                    --------            --------

Total Other Payables - Related Party                $151,813            $ 18,249
                                                    ========            ========

Royalty Fees Payable - The Adams  Agreement  described in Note 1 above,  granted
Mr.  Adams a royalty fee of $20.00 for each  SunTracker  One(TM) and  SunTracker
Two(TM) unit or any future units that are based on the patent rights we acquired
from him.  The  maximum  royalty  fees  payable  under the  Adams  Agreement  is
$2,000,000  based on the sale of 100,000  units.  At December 31, 2011 and 2010,
accrued royalties totaled $35,389 and $18,249, respectively.

Deferred  Revenue -  Shipments  that were  staged  and ready for  shipment  were
recorded as deferred  revenue.  Upon  shipment  to  customers,  the sale will be
recorded as revenue. Deferred Revenue totaled $30,932 at December 31, 2011

5. Stockholders' Equity:

Common stock:

The Company is authorized to issue up to 50,000,000  shares of common stock with
a par value of $0.001,  under terms and  conditions  established by the Board of
Directors.

The Company had  14,322,567  issued and  outstanding  common  stock shares as of
December 31, 2011. Details of the issued and outstanding common stock shares are
shown below.

Common stock shares issued as of December 31, 2011 are as follows:

                                                                       Amount of
                                                                        Shares
              Description                                               Issued
              -----------                                             ----------
Stock issued for acquisition of assets                                 3,600,000
Stock issued for legal services (founder's shares)                       240,000
Stock issued for consulting services (founder's shares)                  240,000
Stock issued as compensation (founder's shares)                        1,120,000
Stock issued to private offering subscribers                           6,595,360
Stock issued for compensation and services rendered                      721,858
Stock issued for conversion of note payable                            1,803,349
Stock issued for exercise of stock options                                 2,000
                                                                      ----------

Total common stock shares issued                                      14,322,567
                                                                      ==========

                                      F-14
<PAGE>
During the three month period ended March 31, 2010, a total of 873,858 shares of
common  stock at $.25 per share were issued on January 15, 2010,  consisting  of
232,000  shares from sales of our stock  through a Private  Placement  Offering,
282,353 shares as anti-dilution  shares for  compensation and services  rendered
and 359,505 shares for accrued compensation and bonus compensation.

During the three month  period  ended  September  30, 2010, a total of 1,576,408
shares of common stock were issued,  consisting of 1,552,408  shares at $.25 per
share for the conversion of notes payable and accrued interest for the aggregate
amount of $388,102 and 24,000  shares from sales of our stock  through a Private
Placement Offering at $.50 per share for an aggregate amount of $12,000.

During the three month period ended December 31, 2010, a total of 470,941 shares
of common stock were issued,  consisting  of 50,941 shares at $.50 per share for
the  conversion of a note payable and accrued  interest in the amount of $25,470
and 420,000 shares from sales of our stock through a Private Placement  Offering
at $.50 per share for an aggregate amount of $210,000.

During the three month period ended March 31, 2011, a total of 56,000  shares of
common  stock at $.50 per share were  issued,  consisting  of 6,000  shares from
sales of our stock  through a Private  Placement  Offering and 50,000 shares for
engineering and promotional services rendered.

During the three month period ended June 30, 2011, a total of 669,000  shares of
common stock were issued,  consisting of 667,000 shares, at $.50 per share, from
sales of our stock  through a Private  Placement  Offering and 2,000 shares from
the exercise of stock options at $.75 per share.

During the three month  period  ended  September  30,  2011,  a total of 278,360
shares Of common  stock were  issued at $.50 per share,  from sales of our stock
through a Private Placement Offering.

During the three month period ended  December 31, 2011, a total of 30,000 shares
of common stock were issued for  marketing  services  rendered and valued at the
aggregate amount of $15,000.

Preferred stock:

The Company is authorized to issue  10,000,000  shares of preferred  stock,  par
value $0.001 per share.  Currently,  we have 1,000,000 shares of preferred stock
issued and outstanding.  As part of the purchase contract for the acquisition of
assets,  we issued 1,000,000 shares of Series A Preferred Stock to the seller of
those  assets,  Mr.  George  Adams,  Sr.  The Series A  Preferred  Stock has the
following rights and references:

Voting  Rights:  As long as the holder of our Series A Preferred  Stock owns all
1,000,000  shares  of the  Company's  Series  A  Preferred  Stock  and at  least
3,200,000 shares of the Company's common stock, such holder shall have the right
to vote 51% of the total votes  necessary  for the election of directors and for
any acquisition or merger transaction.

Redemption  Rights:  The  Company  will have the  right to redeem  shares of the
Series A Preferred  Stock by paying Mr. Adams $1.00 per share.  Such  redemption
may occur any time the Company has money legally available for such redemption.

Shares Issued:  1,000,000  shares have been issued to George Adams, Sr. No other
shares of  preferred  stock shall be issued by the Company  that would grant the
holder(s) equal or superior rights to the Series A Preferred Stock.

6. Stock Options and Warrants:

As of December 31, 2011, the Company had not issued any warrants.

In January 2010, we entered into a stock option  agreement with an individual in
recognition  of  his  past   activities  in  the  development  of  the  products
manufactured  by the Company.  The  individual  has the option to purchase up to

                                      F-15
<PAGE>
75,900 shares of common stock at $.75 per share.  The option  expires the sooner
of one  year  after  October  19,  2010,  the  effective  date of the  Company's
registration  statement  or  five  years  from  the  date  of the  stock  option
agreement.

On December 30, 2010, the Company's Board of Directors  approved and adopted the
Company's  2010  Employee  and  Consultant  Stock  Incentive  Plan  ("Plan") and
reserved a total of 800,000 shares of common stock for issuance  pursuant to the
Plan. The purpose of this Plan is to provide  incentives to attract,  retain and
motivate eligible persons whose present and potential
  contributions  are important to the success of the Company by offering them an
opportunity to participate in the Company's future performance through awards of
Options, Restricted Stock and Stock Bonuses.

On December 30, 2010, the Board of Directors  granted a total of 605,000 options
at an exercise  price of $.425 per share,  exercisable  over five years from the
date of  grant.  We  entered  into  eight  stock  option  agreements  with  five
individuals in recognition of various  services  performed for the Company.  The
individuals  have the option to  purchase  a certain  amount of shares of common
stock at $.425 per share.  The options  expire on December 15, 2015.  Jeffrey S.
Brain, the Company's  President,  Chief Executive Officer and Director,  entered
into four stock option  agreements  relating to  assisting  the Company with its
registration  process and becoming a publicly  traded  Company,  entering into a
certain contract with a major customer and for serving on the Company's board of
directors.  Mr.  Brain was granted  options to purchase an  aggregate of 275,000
shares of common stock.  Frederick Feck, the Company's  Corporate  Secretary and
Director,  entered into a stock option  agreement  for serving on the  Company's
board of directors and was granted options to purchase  100,000 shares of common
stock.  Jacqui  Matsumoto,  a  Company  employee,  entered  into a stock  option
agreement for significant  contributions  to the Company and was granted options
to  purchase  30,000  shares of  common  stock.  David E.  Wise,  the  Company's
corporate  securities  counsel,  entered into a stock option agreement for legal
services to the Company and was granted  options to purchase  100,000  shares of
common stock. Terry Adams, a Company founder and investor,  entered into a stock
option  agreement for significant  contributions  to the Company and was granted
options to purchase 100,000 shares of common stock.

Stock options  exercisable  into an aggregate of 978,900 shares of the Company's
common stock were outstanding on December 31, 2011, of which 580,900 were vested
on the date granted and 100,000 are  scheduled  to vest during 2012.  No options
were  exercised  during the year ended  December  31,  2010.  The  Black-Scholes
option-pricing model was used to estimate the option fair values , in accordance
with the  provisions  of Statement of Financial  Accounting  Standards  No. 148,
"Accounting for Stock-Based  Compensation  -- Transition and  Disclosure."  This
option-pricing  model  requires  a number  of  assumptions,  of  which  the most
significant  are,  expected  stock price  volatility,  the expected  pre-vesting
forfeiture  rate and the expected option term (the amount of time from the grant
date until the options are exercised or expire).  Since the  Company's  stock is
not yet  trading  nor  does it have an  extended  history  of  stock  prices  or
volatility,  expected  volatility  and average  contractual  life variables were
estimated utilizing a weighted average of comparable published  volatilities and
contractual   lives  based  on  industry   comparables.   Expected   pre-vesting
forfeitures were estimated based on expected employee  turnover.  The fair value
of options  granted  during the year ended December 31, 2011 was estimated as of
the grant date using the  Black-Scholes  option pricing model with the following
assumptions: a dividend yield of zero percent, an expected volatility of between
70.5% and 71.5%,  a risk-free  interest  rate of 0% and a remaining  contractual
life of between 1.0 and 5.0 years.

In April  2011,  in  consideration  of the Adams  agreeing  to offer the Company
advances up to $300,000,  the Company  agreed to grant the Adams  300,000  stock
options at an exercise  price of $.50 per option that will be  exercisable  over
five years.  The options will vest over one year at 75,000  options per quarter.
In addition,  2,000 stock options were exercised at $.75 per option during April
2011.

On January 1, 2012, the Board of Directors granted a total of 400,000 options at
an exercise price of $0.47 per share,  exercisable over five years from the date
of grant.  We entered into stock option  agreements  with three  individuals  in
recognition of serving on the Company's board during 2011. The individuals  have

                                      F-16
<PAGE>
the option to purchase shares of common stock at $0.47 per share,  which expires
on December 31, 2016. Jeffrey S. Brain, the Company's President, Chief Executive
Officer and Director,  Frederick  Feck,  the Company's  Corporate  Secretary and
Director  and Terry  Adams,  Company  Director,  were each  granted  options  to
purchase  100,000  shares of common  stock.  In  addition,  David E.  Wise,  the
Company's corporate  securities  counsel,  entered into a stock option agreement
for legal  services to be performed  for the Company  during 2012.  Mr. Wise was
granted options to purchase 100,000 shares of common stock.

The following table summarizes the activity of stock options for the years ended
December 31, 2011 and 2010:

                                                                        Weighted
                                                     Number of          Average
                                                      Shares            Exercise
                                                    Outstanding           Price
                                                    -----------           -----
Balance, December 31, 2009                                 --           $     --
  Options granted                                     680,900               0.46
  Options exercised                                        --                 --
  Options forfeited or expired                             --                 --
                                                     --------           --------
Balance, December 31, 2010                            680,900               0.46
  Options granted                                     300,000               0.50
  Options exercised                                    (2,000)              0.75
  Options forfeited or expired                             --                 --
                                                     --------           --------

Balance, December 31, 2011                            978,900           $   0.47
                                                     ========           ========

The  weighted  average  fair  values of options  granted  during the years ended
December  31, 2011 and 2010 were $0.15 and $0.09 per option,  respectively.  The
values recorded for the outstanding exercisable options at December 31, 2011 and
2010 were $34,440 and $51,574, respectively.

7. Commitments and Contingencies:

The Company,  as of December 31, 2011 has no  additional  financial  commitments
that would represent long term commitments on behalf of the Company.

Operating  Leases -- The Company has not entered into any long term leases.  The
Company is currently leasing  approximately 3,500 square feet of warehouse space
in  Corona,  California,  on a  verbal  month  to  month  basis  from one of our
Directors,  Frederick Feck.  Commencing October 1, 2009, the Company paid $3,000
per month for the Corona, California warehouse space. For business office space,
the Company has chosen to share space with iCapital to reduce its administrative
cost by sharing costs, avoiding setup costs for phones,  internet,  furnishings,
etc as well as office staffing.  Commencing May 1, 2009, the Company paid $3,000
per month for the office  space  which is located  in  Irvine,  California  on a
verbal  month to month  lease.  Commencing  April 1, 2010,  we began  renting an
executive suite in Corona, California for $150 a month on a month to month basis
and terminated the arrangement and rental payments for the executive  offices in
Irvine, California.

In February 2010, we entered into an eighteen  month  services  agreement with a
construction  data company regarding Smart BIM; the construction and maintenance
of databases relating to customers, sales leads and marketing strategies. Before
the first payment was made,  SmartBim sold their BIM operation to a third party.
We determined that the organizational  changes that the contractor made in their
operation  made  the  contract  non  viable.  We  terminated  the  agreement  on
September, 20 2011 in favor of a one-time payment to the contractor of $2,660.

The Company,  as of December 31, 2011 has no  additional  financial  commitments
that would represent long term commitments on behalf of the Company.

Capital Leases - The Company has not entered into any kind of capital leases for
furnishings, equipment or for any other purposes.

                                      F-17
<PAGE>
Prepaid  Inventory - Our  agreements  with  several of our  inventory  component
suppliers generally provide that between 50% and 60% of the purchase order price
is due upon the  placement  of an order,  with the  remaining  balance  due upon
completion and shipment of the order,  normally  within 30 days.  Purchase order
prepaid deposits are included in the balance sheet as Prepaid expenses and other
current assets. As of December 31, 2011, purchase order prepaid deposits totaled
$11,930 with primarily four of our major suppliers.

8. Related Party Transactions:

As described in Note 7, above,  the Company leases  warehouse  space from one of
our  directors,  Frederick  Feck  and a  portion  of our CEO,  Jeffrey  Brain's,
residence is utilized as an office. The Company has recorded contributed capital
of $6,000  relating to the value of the use of the  residence for the benefit of
the Company for the nine months ended December 31, 2011.

In January 2010, we entered into a nonexclusive  distributorship  agreement with
Chaparral  Green  Energy  Solutions,  LLC,  an entity  in which  our  securities
attorney,  David E. Wise, Esq., owns a 50% equity interest.  This  non-exclusive
dealer  agreement  with the  Company is to sell  products in Texas and is on the
same terms, conditions and pricing as other dealer agreements.  Thus, Mr. Wise's
company  will not receive any  beneficial  or special  treatment  over our other
dealers or distributors.

The terms and conditions of the dealer  agreement  with  Chaparral  Green Energy
Solutions,  LLC  are  the  same  as for the  other  dealer  and  distributorship
agreements.  Therefore, the agreement with Chaparral Green Energy Solutions, LLC
does  not  contain  preferential  or more  favorable  terms or  conditions  than
agreements with our other dealers or distributors.

In January 2010, we also entered into  nonexclusive  dealer agreements with both
Green Tech  Design-Build,  Inc., an entity located in Salt lake City,  Utah, and
Eco-Smart, Inc., an entity located in Sarasota, Florida. In addition, we entered
into an exclusive international  distribution agreement with Zeev Shimon & Sons,
Ltd., an entity located in Petah-Tikva, Israel.

During  the first  quarter  of 2011,  Terry  Adams and George  Adams,  Sr.  each
advanced  the Company  $100,000  for short term  working  capital  purposes,  as
represented by the advances  payable-related  parties amount of $200,000 at June
30, 2011.  In December  2011,  Terry Adams and George  Adams,  Sr.  advanced the
Company  $50,000  each for a total of $100,000  for short term  working  capital
purposes.  The Adam's  have  agreed to advance  the Company up to $300,000 at an
interest rate of two percent over the prime  interest  rate.  Interest of $8,508
has been recorded for year ended December 31, 2011, making a total amount due of
$308,508.  On April 1, 2011, in consideration of the Adams agreeing to offer the
Company  advances  of up to  $300,000,  the  Company  agreed  to grant the Adams
300,000  stock  options at an  exercise  price of $.50 per  option  that will be
exercisable  over  five  years.  The  options  will vest over one year at 75,000
options per quarter.

9. Share Based Compensation

In  January  2010,  352,941  common  stock  shares  at $.25 per  share,  with an
aggregate  value of  $88,235,  were  issued  as  compensation  and for  services
rendered  in order to satisfy  the  anti-dilution  rights.  The Chief  Executive
Officer  and Chief  Financial  Officer of the  Company  were each due $30,000 in
aggregate  compensation resulting from $3,000 per month accrued for each of them
from March through December 2009. In addition,  the Chief Financial  Officer was
due  additional  compensation  of $29,876 for the period from  February 26, 2009
(inception) to December 31, 2009. Our board of directors  granted  anti-dilution
rights to Jeffrey  Brain,  iCapital  Finance,  Inc. (a company  owned by Randall
Letcavage,  our  former  Chief  Executive  Officer,  and his  business  partner,
Rosemary Nguyen),  Randall Letcavage and David E. Wise, our securities  counsel.
These  anti-dilution  rights entitled  Jeffrey Brain,  iCapital  Finance,  Inc.,

                                      F-18
<PAGE>
Randall  Letcavage and David E. Wise to acquire  additional shares of our common
stock at $.25 per share in order to maintain their original percentage ownership
in the our common stock.  The rights entitled the holders to acquire  additional
shares  as a result  of the  private  offering  conducted  by the  Company.  The
anti-dilution  rights agreement entitled the holders to acquire their additional
shares prior to March 31, 2010, at the same share price of $.25 that subscribers
were  purchasing  stock for in the private  offering.  The  holders,  other than
iCapital Finance,  exercised their rights during December 2009. iCapital Finance
did not exercise  their dilution  rights which  remained on the company  balance
sheet in the form of common  stock  payable  in the  amount of  $17,647.  In the
fourth  quarter of 2011,  After  appropriate  consideration  by  management  and
counsel,  the company has  determined  that these rights no longer exist and has
consequently extinguished the debt, resulting in an associated gain of $17,647.

10. Income Taxes:

Deferred taxes are provided on a liability  method  whereby  deferred tax assets
are recognized for deductible  temporary  differences and operating loss and tax
credit carry  forwards and deferred tax  liabilities  are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax bases.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Net deferred tax liabilities consist of the following  components as of December
31, 2011 and 2010:

                                                   2011                 2010
                                                ----------           ----------
Deferred tax assets
  NOL carryover                                 $  941,200           $  610,000
  Accrued expenses-related party                    59,000                   --
  Research and Development credit                    2,500                   --
  Depreciation                                         800                6,100
Deferred tax liabilities                                --                   --
Valuation allowance                             (1,003,500)            (616,100)
                                                ----------           ----------

Net deferred tax asset                          $       --           $       --
                                                ==========           ==========

The income tax  provision  differs from the amount of income tax  determined  by
applying  the U.S.  federal  income tax rate to pretax  income  from  continuing
operations for the years ended December 31, 2011, and 2010 due to the following:

                                                   2011                 2010
                                                ----------           ----------
Depreciation                                    $    1,400           $       --
Gain in extinguishment of debt                       6,900                   --
Book Income                                       (361,500)            (403,500)
Accrued expenses-related party                      52,000                5,600
Stock and options for services and
 contributed rent                                   21,700              103,300
Meals & Entertainment                                  200                  800
Valuation allowance                                279,300              293,800
                                                ----------           ----------

                                                $       --           $       --
                                                ==========           ==========

At December  31,  2011,  the Company had net  operating  loss  carryforwards  of
approximately  $1,003,500  that may be offset against future taxable income from
the year 2011 through 2031. No tax benefit has been reported in the December 31,
2011  consolidated  financial  statements,  since the  potential  tax benefit is
offset by a valuation allowance of the same amount.

                                      F-19
<PAGE>
Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,  net
operating  loss  carryforwards  for Federal  income tax  reporting  purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

11. Legal Matters:

We have no legal  matters  pending  against  us. On August  15,  2011 we filed a
collection action against Nature's Lighting for their failure to pay for product
purchased  from us. The amount owed to us is $39,000  plus legal fees and costs.
On January 30, 2012 we were  successful in obtaining a default  judgment and now
are proceeding to collect the balance owed to us.

12. Change in Officers and Directors:

On March 18,  2010,  Randall  Letcavage  resigned  as Chief  Executive  Officer,
President and a director of the Company in order to continue and  concentrate on
his other businesses.

On March 19, 2010, a majority of Company  directors  resolved to accept  Randall
Letcavage's  resignation as of March 18, 2010,  appointed Jeffrey Brain to serve
as the  Company's  Chief  Executive  Officer  and  President  in addition to his
existing  positions of Chief Operating  officer and Chief Financial  Officer and
appointed  Terry Adams a member of the Board of Directors of the Company at such
time as the Company  obtains  Director and Officer  liability  insurance.  As of
December,  2011, Terry Adams is not a Director, since the insurance coverage has
not been obtained.

13. Major Customers

Major  customers are defined as those  customers whose annual revenue is greater
to or equal to 10% of annual revenue. Net sales for the years ended December 31,
2011 and 2010 include sales to the following major customers,  together with the
receivables due from those customers:

                                              Sales
                                      Year Ended December 31,
                                      -----------------------
     Customer                         2011               2010
     --------                         ----               ----
     Customer A                     $398,612           $     --
     Customer B                     $173,829           $ 14,852

                                     Accounts Receivable, as of
                                            December 31,
                                      -----------------------
     Customer                         2011               2010
     --------                         ----               ----
     Customer A                     $ 57,873           $     --
     Customer B                     $ 45,807           $  8,618

                                      F-20
<PAGE>
14. Subsequent Events:

The Company has performed an evaluation of subsequent events pursuant to ASC 855
and is not aware of any  subsequent  events which would require  recognition  or
disclosure in the financial statements other than as follows.

On January 1, 2012, the Board of Directors granted a total of 400,000 options at
an exercise price of $0.47 per share,  exercisable over five years from the date
of grant.  We entered into stock option  agreements  with three  individuals  in
recognition of serving on the Company's board during 2011. The individuals  have
the option to purchase shares of common stock at $0.47 per share,  which expires
on December 31, 2016. Jeffrey S. Brain, the Company's President, Chief Executive
Officer and Director,  Frederick  Feck,  the Company's  Corporate  Secretary and
Director  and Terry  Adams,  Company  Director,  were each  granted  options  to
purchase  100,000  shares of common  stock.  In  addition,  David E.  Wise,  the
Company's corporate  securities  counsel,  entered into a stock option agreement
for legal  services to be performed  for the Company  during 2012.  Mr. Wise was
granted options to purchase 100,000 shares of common stock.

On March 23, 2012, the company  entered into a revolving line of credit with the
Adams  family,  a related  party,  in the amount of up to $500,000.  The line of
credit is for a period of six  months at an  interest  rate of prime plus 2%. In
the event that the loan  balance is not fully repaid at the end of the six month
term, then the outstanding balance plus accrued interest shall be convertible to
common  stock at the rate of $0.10 per share.  The  company  will  utilize  this
facility to fund  operations  and position the company to further access capital
markets.

                                      F-21