UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    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, 2010
                                       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)

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

                  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:

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

     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 [ ] 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 marker 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, 2010) was approximately $2,828,112.

     As of March 19,  2011,  there were  13,345,207  shares of our common  stock
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
                                TABLE OF CONTENTS

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

Item 1.  Business                                                             4
Item 1A. Risk Factors                                                        15
Item 1B. Unresolved Staff Comments                                           15
Item 2.  Properties                                                          15
Item 3.  Legal Proceedings                                                   15
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                                             18
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           18

Item 7A. Quantitative and Qualitative Disclosure About Market Risks          28
Item 8.  Financial Statements and Supplementary Data                         28
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                            28
Item 9A. Controls and Procedures                                             28
Item 9B. Other Information                                                   29

                                    PART III

Item 10. Directors, Executive Officers and Corporate Governance              29
Item 11. Executive Compensation                                              30
Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     35
Item 13  Certain Relationships and Related Transactions, and Director
         Independence                                                        36
Item 14. Principal Accounting Fees and Services                              37

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules                             38

                                       2
<PAGE>

                  CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     This 2010 Annual Report on Form 10-K ("2010 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 2010 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

                                       3
<PAGE>
     *    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 2010 Annual Report. The reader is advised,  however, to consult
any further disclosures we make on related subjects in our filings with the SEC.

                                     PART I

ITEM 1. BUSINESS.

BUSINESS DEVELOPMENT

                              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
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,

                                       4
<PAGE>
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,
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.

WHAT IS OUR BUSINESS?

     Our core business is to manufacture  for sale advanced  skylights  known as
"Smart  SkylightsTM"  that  provide  energy  saving-low  carbon  (co2)  and high
performance  daylighting to buildings.  We are an American  company in the green
building products industry.

     Our Smart Skylights(TM) use sun-tracking GPS technology attached to mirrors
under the dome that track the sun  throughout  the day and bring high  levels of
diffused natural light into buildings.  Energy saving Smart  Skylights(TM) allow
businesses,  governments  and schools to  efficiently  capture  sunlight  from a
perpetual  and free  source of light and energy - the Sun, to  illuminate  their
buildings through the practice known as Daylighting.

     Using Sun-tracking  technology allows our skylights to illuminate buildings
for longer hours than traditional  skylights.  Smart  Skylights(TM)  provide the
illumination  of a  1,000  watt  metal  halide  light  fixture;  however,  Smart
Skylights(TM)  are entirely Solar Powered so they do not require any electricity
or electrical  hookup.  Smart  Skylights(TM) are designed with two heat traps so
they prevent the heat gain associated with traditional skylights.

     The result is a bright,  healthy natural light to building interiors,  just
as nature intended allowing users to shut off their electrical lights during day
time hours for up to 10.5 hours a day. This results in a  significant  reduction
in energy use and increased cost savings.

                                       5
<PAGE>
WHAT IS DAYLIGHTING?

     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.

     In addition to the energy savings  resulting  from the use of  daylighting,
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
Department of Energy projects that electricity consumption between 2010 and 2030
will grow from 14.85 quadrillion BTUs to 20.30 quadrillion BTUs. And despite all
the discussion and focus on renewable energy programs,  the Department of Energy
projects  consumption of renewable energy will grow from .16 quadrillion BTUs to
only .17 quadrillion BTUs.  Therefore,  unless there is a significant  change in
direction,  consumption and dependence on electricity  will continue to grow and
this  is  expected  to  significantly  increase  electrical  utility  costs  for
consumers, schools and businesses.

     The use of  daylighting  by consumers,  schools and  businesses is a way to
decrease  their use of electricity  and to protect them from rising  electricity
costs.  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%.

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

ADVANTAGES OF CIRALIGHT SMART SKYLIGHTS(TM)

     1.   Save Energy by shutting of electric lights during daytime 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.   Reduce energy usage during peak hours when rates are higher.
     5.   Receive  certain  Federal,  State  &  Local  Tax  benefits  &  Utility
          incentives as a Green Energy product.

WHAT ARE "ADVANCED SKYLIGHTS?"

     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.

                                       6
<PAGE>
OUR PRODUCTS AND TECHNOLOGY

     Our  Ciralight  Smart  Skylights(TM)  are  classified  as  Active  Advanced
Skylights.  Our products are an energy saving, cost saving lighting solution. We
are a Green Product Company.

     After  securing the  technology of the  Suntracker  One(TM) and  Suntracker
Two(TM) skylights, from Old Ciralight, we made significant improvements to these
Active   Advanced   Skylights  that  improve  their   quality,   durability  and
functionality.  We are now marketing our advanced  daylighting  system under the
brand name of "Smart  Skylight(TM)."  Our improved design Smart skylight 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.

     As an active and advanced  skylight  that is solar  powered,  our skylights
entitle users to certain tax benefits and utility  company  incentives  that are
not  available  to  passive  skylights.  This  provides  us  with a  competitive
advantage.  Smart  Skylights(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 Smart  Skylights  are  offered in the size of 4ft x 4 ft. We
have released a 4ft x 8ft version of Smart Skylights(TM) that we believe will be
popular for retrofitting existing warehouses and commercial buildings.  Property
owners are able to replace their existing  traditional less efficient  skylights
with our 4ft x 8ft Smart  Skylight(TM) for minimal cost as a means to make their
facilities more energy efficient and reduce their energy costs.  During 2011, it
is our intention to release a 2ft by 2ft version of our Smart  Skylight(TM)  for
use in homes. We believe these will be very popular with homeowners as an energy
saving,  renewable  lighting  solution.  These will be also  suitable for school
classrooms, dorm rooms, military barracks and hospitals.

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

     *    GPS  Controller  -  Each  Smart   SkylightTM  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 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.

     *    Solar Powered - Each Smart  Skylight(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 Smart
          Skylight(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  create a solar array that directs the
          sunlight through two special diffuser lenses and through the lightwell
          that directs the resulting light from the roof level into the building
          space.

     *    Acrylic Super-Impact  Skylight Dome - Each Smart Skylight(TM) features
          a clear,  thermally  formed,  high impact resistant  acrylic dome that
          provides superior strength and UV resistance and is easy to install.

                                       7
<PAGE>
     In addition,  our Smart Skylight(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 Smart SkylightsTM are sold with a ten year warranty.

     A summary of the advantages of Smart Skylights(TM) includes the following:

     *    More daylight when the sun is low in the sky.
     *    Daylight  levels that allow users to turn lights off for longer  hours
          of the day.
     *    Provides high levels of  illumination,  more evenly  distributed  than
          standard skylights.
     *    Do not create the heat gain associated with normal skylights.
     *    Provides better color rendition than electric lights.
     *    Absence of flicker and hum associated with electric lights.
     *    Natural light provides a more productive work environment
     *    Improved student performance.
     *    Increased sales in retail environments.
     *    Reduced operating expenses.
     *    Solar powered, entitling users to tax and utility incentives.
     *    Provides a bright,  abundant,  quiet,  healthy natural light,  just as
          nature intended for up to 10 hours a day.

MANUFACTURING

     At the present time, we contract with manufacturers who have expertise in a
particular  industry  to  produce  the  components  of  our  Smart  Skylight(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 Smart SkylightsTM  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
     Plastic Fabricating          Lenses                             Utah

                                       8
<PAGE>
     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 Smart Skylight(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  year  over  year due to
pressures on building owners, tenants, schools and government agencies to reduce
energy  consumption  and save on utility  costs.  There has been much  attention
within the current President's administration on the need to focus the country's
energy  policy on  innovative  green  products  that will  reduce the demand for
energy,   decrease  the  carbon   footprint  and  create  new  jobs.  Our  Smart
Skylights(TM) are a truly break-through energy saving product that can help meet
all of these  objectives - transform the United States away from fossil fuels to
renewable and job creating green businesses.

     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
Smart Skylights(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)

                                       9
<PAGE>
     Best Contracting Services (United States)
     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.

                                       10
<PAGE>
     Currently, we have the following distributors:

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

     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 from
old Ciralight,  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 improved  design was completed and the product passed
a  30  year  life  cycle  test  under  extreme  environmental  conditions.  This
demonstrated  the  Smart  Skylights(TM)  to be  robust  and  durable.  The Smart
Skylights(TM) have since been certified to comply with the American Architecture
and Manufacturers Association  Certification standards for Skylights.  Since the
release of the improved design,  the reliability of the product shipped has been
over 99.99%.

     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.  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 be very active in "green" initiatives on both
local and national levels.

     We intend to fund our marketing  campaign from our working  capital and the
proceeds of a private equity offering.

     Our skylights  have been installed at two Ace Hardware  Stores,  two Office
Depot stores, two IKEA stores, one in Canada and one in the United States and we
doing an installation at our fifth Whole Foods store. We recently  installed our
first units at a Fresh and Easy store. We have completed five Giant Food Stores.
The Patagonia  installation  was at their main facility and included  nearly 200
skylight  stores.  In December 2009,  Boeing installed 26 units as a test of our
products  and they have  advised us that they are very pleased with the results.
Johnson & Johnson  installed 66 units at their  facility in Mexico.  Phoenix Sky
Harbor Airport  installed 12 units in their Terminal 3. We have sold four of our
skylights to Supply Core, a defense contractor,  for installation on a U.S. Navy
Base in Japan.

     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. In addition, the US Navy
has  indicated a strong  interest  in our Smart  Skylights  as an energy  saving
lighting solution for their facilities.

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

                                       11
<PAGE>
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,
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.

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

                                       12
<PAGE>
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  Smart  Skylight(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 has a diverse  customer  base and is not  dependent  on any one
customer or limited  group of  customers.  The  Company's  offerings of products
appeal to both the retail and industrial  customer base.  Through the widespread
use of the  Company's  products,  the Company  will  continue  to  increase  its
customer base.

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.

                                       13
<PAGE>
     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 2010 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.

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  employees  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.

                                       14
<PAGE>
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 verbal  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."

     We are also  leasing  an  office at 15303  Ventura  Boulevard,  9th  Floor,
Sherman Oaks, California 91403 at a cost of $150 per month.

ITEM 3. LEGAL PROCEEDINGS.

     On October 15, 2009, we filed a lawsuit in the Superior  Court of the State
of  California  for the  County of  Orange,  Central  Justice  Center  (Case No.
30-2009,  00314998)  ("Complaint")  against  Jacque  Stevens,  Rex  Miller,  A-1
Daylighting,  Consultech,  Daylight  Specialist  and DOES  1-25.  The  Complaint
includes  five  causes  of  action  by  us  against  the  defendants:   Tortious
Interference  with Contract,  Commercial  Disparagement,  Conspiracy,  Breach of
Contract,  Unfair Business  Practices and Libel.  The Complaint  alleges that we
entered  into a  nondisclosure  agreement as part of an agreement to work toward
completing  a joint  venture/private  label of our solar  lighting  systems with
Firestone Building Products and that defendants  attempted to interfere with our
business  relationship  with  Firestone  Building  Products by  disparaging  our
products (misrepresentations regarding prior sales, installations and quality of
service and that we provided or  substituted  defective or improper parts in our
products). We are seeking general, special and punitive or exemplary damages and
injunctive relief against the defendants.

     While some of the defendants have answered the Complaint,  none of them has
filed a counterclaim against us in this case.

     We have no legal proceedings against our company.

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.  We are in the process of having our common stock become quoted on the
Over the Counter  Bulletin Board. We anticipate this will occur on or about June
1, 2011.

                                       15
<PAGE>
     When our  common  stock  begins  trading on the Over the  Counter  Bulletin
Board,  our  common  stock  will  likely  be  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 18, 2011, there were  approximately  124 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

     Since our inception in February  2009,  we issued the following  securities
without registration under the Securities Act of 1933, as amended, that have not
been previously included in our Quarterly Reports on Form 10-Q or in our Current
Reports on Form 8-K:

     During the first  quarter of 2011,  we have issued  25,000 shares of common
stock to an individual for engineering services valued at $12,500; 25,000 shares
for product marketing support valued at $12,500;  and we sold 6,000 shares to an
investor for $3,000.

     In January  2010,  we issued  282,353  shares of our common stock valued at
$.25 per share to persons who held anti-dilution rights.

     In January  2010,  we issued  (i)  120,000  shares of our  common  stock to
Bayport Holding Company, LLC, the personal holding company of Jeffrey Brain, our
Chief  Financial  Officer,  as $30,000 in  aggregate  compensation  (at $.25 per
share)  accrued  $3,000 per month from March  through  December  2009;  and (ii)
119,505  shares of our common  stock to Bayport  Holding  Company,  LLC as bonus
compensation due to Mr. Brain in the amount of $29,876.

     In January  2010, we issued  120,000  shares of our common stock to Randall
Letcavage,   our  former  Chief  Executive  Officer,  as  $30,000  in  aggregate
compensation  (at $.25 per share)  accrued  $3,000 per month from March  through
December 2009.

     Between  April 30,  2009,  and January  15,  2010,  we issued an  aggregate
5,200,000  shares of our common stock for an  aggregate  cash  consideration  of
$1,300,000 (or $.25 per share) to 110 investors.

     In April 2009,  we issued an aggregate  of  1,600,000  shares of our common
stock to founders at a price of $.001,  which was at the par value of our common
stock.  In April 2009, we also issued  3,200,000  shares of our common stock and
1,000,000  shares  of our  Series A  Preferred  Stock to  George  Adams,  Sr. in
exchange for certain assets,  including  patents and patent  applications,  that
were owned by Mr. Adams.

     In December  2009, we issued an additional  400,000 shares to Mr. Adams for
certain assets held by him. We also issued 200,000 shares of our common stock to
Frederick Feck upon conversion of a convertible note.

                                       16
<PAGE>

     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,
          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 and our warehouse  facility,  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 Marquis Financial Services
          to whom we paid  commissions  in the amount of $6,500 (equal to 10% of
          the $65,000 raised by Marquis Financial Services in the offering); and

                                       17
<PAGE>

     *    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,
     *    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 YEAR ENDED DECEMBER 31, 2010 AND FOR
THE PERIOD FROM FEBRUARY 26, 2009  (INCEPTION)  TO DECEMBER 31, 2010,  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.

                                       18
<PAGE>
OVERVIEW

     We are a  manufacturer  and  wholesaler of "advanced  skylights" for use in
warehouses,   schools,  retail  stores,  airports,  military  installations  and
residential  buildings.  We develop,  market and sell the Suntracker One(TM) and
Suntracker Two(TM) units and we are currently marketing our advanced daylighting
system under the name Smart Skylight(TM).

     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.

     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 raise  working  capital,  we  commenced  a  Private  Placement
Offering in the amount of $800,000 in April 2009.  Our common  stock was offered
at a fixed price of $.25 per share.  We raised the  $800,000 by mid October 2009
and the investors  purchased a 40% stake in the company for a total of 3,200,000
shares.

     In October  2009,  the Company  elected to extend the  private  offering in
order to raise an additional  $500,000 in working capital by offering  2,000,000
additional  shares at $.25 per share.  We raised the additional  $500,000 by mid
January 2010, at which time the offering was closed.

                                       19
<PAGE>
     As of the date of this 10-K  filing,  we  continue  to add  between one and
three new dealers for our patented, energy-saving Smart Skylights(TM) each week.
We recently  contracted  with  Denver-based  AIA  Industries,  Inc., a leader in
custom  manufacture  of quality  plastic  and  structural  glass  skylights  for
residential and commercial applications,  to distribute Ciralight's sun-tracking
GPS Smart  Skylights(TM)  in addition to their own line of standard and circular
skylights.  This is  significant  because  AIA makes  their own  custom  line of
skylights  and decided to become a dealer for  Ciralight  because they feel that
our Smart Skylights(TM) technology is the future of eco-friendly, energy-saving,
natural light for businesses and homes.

     We  are  concluding  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.

     We also named Mexico  City-based  The Global  Industry  Solution,  SA as an
authorized  Ciralight Global dealer for Mexico,  joining our other international
dealerships in Spain, El Salvador,  Canada, South Korea, Turkey,  Europe, Israel
and  Denmark.  We  are  currently  in  negotiations  with  companies  in  Japan,
Indonesia, Brazil, Columbia, China, Bolivia, Chili, and Poland.

     Ciralight  Global will  exhibit its patented  product  line at  "Greenbuild
2010",  November  17-19,  in booth 778 at  McCormick  Place West,  Chicago,  the
world's  largest expo hall devoted to green building.  Ciralight  Global and The
Energy  Solution  Group,  one of Ciralight's  local  dealers,  will take part in
"Rethinking  Energy  Modeling:   Incorporating   Non-Traditional  Approaches  in
Simulations  for  Daylighting,"  as  well  as  demonstrating  the  energy-saving
features of its Smart  Skylights(TM).  Other  exhibitors  include  world  famous
multinational  corporations  such as General Electric,  BASF,  Johnson Controls,
Georgia  Pacific,  the  U.S.  Department  of  Energy  and the  General  Services
Administration.  If you are in Chicago at that time,  please stop by and see our
display.

     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.

                                       20
<PAGE>
     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'  Smart  Skylight(TM),  the  Suntracker  Three(TM),  will begin
shipping within weeks and we are presently receiving orders for this new popular
addition to our product line.

     We recently  made a  presentation  to  supervisors  in a very populous U.S.
county,  which when their  decision  is made,  and if it is in our favor,  could
result  in a  strong  entry  to our  bottom  line.  We  recently  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.

     Ciralight's  existing  customer  base,  such as certain  locations of Giant
Foods, Office Depot, Ace Hardware,  Emerson, Boeing, Johnson & Johnson, Staples,
Whole Foods, Walt Disney Studios,  and others,  continue to evaluate the results
they have achieved in lowering  their costs of energy,  and are in fact,  either
adding more locations, or are in process of doing so.

     Ciralight Global is the only global provider of active daylighting products
capable  of turning  off  electric  lights for up to 10 hours a day.  Our energy
saving Smart  Skylights(TM) use sun-tracking GPS technology and mirrors to track
the sun throughout the day and drive natural light into buildings. The result is
a bright, healthy, glare-free light, just as Nature intended. Unlike traditional
skylights, our Smart Skylights(TM) do not create the heat associated with normal
Skylights. Ciralight Global's flagship products, the Smart SunTrackerOne(TM) and
SunTrackerTwo(TM)   skylights,   are  a  solar  powered  lighting  solution  for
commercial buildings,  schools,  factories,  public facilities and retail stores
looking to save energy. In addition to significant energy and cost savings,  the
benefits from Smart  Skylights(TM) are many including better worker performance,
increased sales,  and a reduced impact on the  environment.  We are proud of our
Green energy  saving  products and services and are  committed to producing  and
selling the highest quality and most cost saving skylights. Every time Ciralight
Smart Skylights(TM) are installed on a building, it is a significant move toward
a greener planet.

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

                                       21
<PAGE>
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 Smart Skylight(TM)  products provide natural  daylighting that is a key
component  in  many  current   construction  and  existing   structures.   Smart
Skylights(TM)  are  maintenance   free,   powered  by  the  sun  and  completely
self-contained.  We are currently  marketing our Smart Skylight(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.

     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 Three and Nine Month  Periods Ended  September
30,  2010  (Unaudited),   the  Three  Month  Period  Ended  September  30,  2009
(Unaudited)  and for the Period from February 26, 2009  (inception) to September
30, 2009 (Unaudited), have been reflected herein.

     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.

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

     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  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 April 2009,  the FASB issued FASB ASC  825-10-50  and FASB ASC 270 ("FSP
107-1  AND  APB  28-1  INTERIM   DISCLOSURES   ABOUT  FAIR  VALUE  OF  FINANCIAL
INSTRUMENTS"),  which  increases  the frequency of fair value  disclosures  to a
quarterly  basis  instead of on an annual  basis.  The guidance  relates to fair

                                       23
<PAGE>
value disclosures for any financial instruments that are not currently reflected
on an entity's balance sheet at fair value.  FASB ASC 825-10-50 and FASB ASC 270
are effective  for interim and annual  periods  ending after June 15, 2009.  The
adoption of FASB ASC 825-10-50  and FASB ASC 270 did not have a material  impact
on results of operations, cash flows, or financial position

     In May 2009,  the FASB  issued  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.  FASB ASC
470 is effective  for  financial  statements  issued for fiscal years  beginning
after  December 15, 2008 and interim  periods  within those  fiscal  years.  The
adoption  of FASB ASC 470 did not have an effect on our  consolidated  financial
statements.

     In May  2009,  the FASB  issued  FASB ASC 855 (SFAS  No.  165,  "SUBSEQUENT
EVENTS"),  which establishes  general standards of accounting for and disclosure
of  events  that  occur  after  the  balance  sheet  date but  before  financial
statements are issued or are available to be issued. In particular, FASB ASC 855
sets forth (a) the period after the balance  sheet date during which  management
of a reporting entity should evaluate events or transactions  that may occur for
potential  recognition  or  disclosure  in the  financial  statements,  (b)  the
circumstances  under which an entity  should  recognize  events or  transactions
occurring after the balance sheet date in its financial statements,  and (c) the
disclosures  that an  entity  should  make  about  events or  transactions  that
occurred after the balance sheet date.  FASB ASC 855 is effective for interim or
annual financial  reporting  periods ending after June 15, 2009. The adoption of
FASB ASC 855 did not have an impact on results of  operations,  cash  flows,  or
financial position.

     In June 2009,  the FASB issued FASB ASC 810 (SFAS No. 167,  "AMENDMENTS  TO
FASB  INTERPRETATION NO. 46(R)").  FASB ASC 810 applies to FASB ASC 105 entities
and is effective for annual financial  periods beginning after November 15, 2009
and for interim periods within those years. Earlier application is prohibited. A
calendar  year-end  company must adopt this statement as of January 1, 2010. The
Company  does not  anticipate  the  adoption  of FASB ASC 810 to have a material
impact on results of operations, cash flows, or financial position.

     In June 2009, the FASB issued FASB ASC 860 (SFAS No. 166,  "ACCOUNTING  FOR
TRANSFERS OF FINANCIAL ASSETS-AN AMENDMENT OF FASB STATEMENT NO. 140"). FASB ASC
860  applies to all  entities  and is  effective  for annual  financial  periods
beginning  after  November 15, 2009 and for interim  periods within those years.
Earlier  application is prohibited.  A calendar year-end company must adopt this
statement as of January 1, 2010. This statement  retains many of the criteria of
FASB ASC 860 (FASB 140,  "ACCOUNTING  FOR  TRANSFERS  AND SERVICING OF FINANCIAL
ASSETS AND  EXTINGUISHMENTS  OF LIABILITIES") to determine whether a transfer of
financial assets  qualifies for sale accounting,  but there are some significant
changes  as  discussed  in  the  statement.   Its  disclosure  and   measurement
requirements  apply to all transfers of financial  assets  occurring on or after
the effective  date. Its disclosure  requirements,  however,  apply to transfers

                                       24
<PAGE>
that  occurred BOTH before and after the  effective  date. In addition,  because
FASB ASC 860  eliminates  the  consolidation  exemption for  Qualifying  Special
Purpose Entities, a company will have to analyze all existing QSPEs to determine
whether  they must be  consolidated  under FASB ASC 810.  The  Company  does not
anticipate the adoption of FASB ASC 860 to have a material  impact on results of
operations, cash flows, or financial position.

     In August 2009, the FASB issued ASU 2009-05, "MEASURING LIABILITIES AT FAIR
VALUE." ASU 2009-05  applies to all entities  that measure  liabilities  at fair
value  within  the  scope  of  FASB  ASC  820,  "FAIR  VALUE   MEASUREMENTS  AND
DISCLOSURES." ASU 2009-05 is effective for the first reporting period (including
interim periods) beginning after issuance, October 1, 2009, for the Company. The
Company  does not  anticipate  the  adoption  of ASU  2009-05 to have a material
impact on results of operations, cash flows, or financial position.

     In October  2009,  the FASB  ratified  FASB ASC 605-25  (the  EITF's  final
consensus on Issue 08-1,  "REVENUE  ARRANGEMENTS  WITH MULTIPLE  DELIVERABLES").
FASB ASC 605-25 is  effective  for fiscal  years  beginning on or after June 15,
2010. Earlier adoption is permitted on a prospective or retrospective basis. The
Company  is  currently  evaluating  the  impact  of  this  pronouncement  on its
consolidated financial statements.

RESULTS OF OPERATIONS OF THE COMPANY

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2010 WITH THE PERIOD FROM FEBRUARY 26,
2009 (INCEPTION) TO DECEMBER 31, 2009.

     NET  SALES.  Net sales  for year  ended  December  31,  2010 were  $774,105
compared  to $640,425  for the period from  February  26,  2009  (inception)  to
December 31, 2009.  The increase of $133,680 in net sales for 2010  represents a
21% increase over the net sales in 2009.

     Sales and demand for our products have been increasing each quarter.  Lower
sales in 2009 were  attributable to the transition time required for our Company
to move, setup and commence the new operations,  set up our sales force, as well
as address  former company  customer,  investor and supplier  issues,  raise our
working  capital,  and a self-imposed  60 day period,  during which we refrained
from making new sales while  product  improvements  were being  completed.  As a
result of the efficiencies we implemented,  our sales increased  steadily during
2010.

     COST OF  SALES.  Cost of sales for the year  ended  December  31,  2010 was
$609,796 on net revenue of $774,105,  representing 79% of net sales, compared to
the period from February 26, 2009 (inception) to December 31, 2009 in which cost
of sales was $563,249 on net sales of $640,425, representing 88% of net sales.

     The  reduction  of cost of  sales  as a  percentage  of net  sales in 2010,
compared  to 2009,  was  achieved  by  implementing  a number of  changes in the
business  operations.  These  included  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.

                                       25
<PAGE>
     GROSS  PROFIT.  Gross  profit  for the year  ended  December  31,  2010 was
$164,309,  providing a gross  profit  margin of 21% compared to gross profit for
period from  February  26,  2009  (inception)  to December  31, 2009 of $77,176,
providing a gross profit margin of 12%.

     During  2009 and 2010,  in an  effort  to  address  issues  experienced  by
customers that purchased  product from the prior  company,  Ciralight,  Inc., we
sold replacement parts or parts that had been purchased by customers,  but never
shipped to old  customers by the prior  company,  at our cost.  Our gross profit
increased,  even though we sold  product at cost in order to resolve past issues
from the prior company.  All of the open issues and problems  reported by former
customers have been resolved. With the elimination of resolution of past issues,
continued  product  enhancements and refinements to our production  process,  we
anticipate higher gross profit margins in the future.

     OPERATING  EXPENSES.   Our  operating  expenses  consist  of  research  and
development   expenses,   selling  and   marketing   expenses  and  general  and
administrative  expenses.  For the year ended December 31, 2010, total operating
expenses were  $1,189,111,  representing  154% as a percentage of net sales. For
the period from  February  26, 2009  (inception)  to December  31,  2009,  total
operating  expenses  were  $894,870,  representing  140% as a percentage  of net
sales.

     Research and development expenses for the year ended December 31, 2010 were
$61,459,  representing 8% of net sales, compared to the period from February 26,
2009 (inception) to December 31, 2009 in which research and development expenses
were $22,229,  representing 3% of net sales. During 2010, we improved the design
and operating efficiency of our energy-saving Smart  Skylights(TM)and  developed
our 4'x8' Smart Skylight(TM), the Suntracker Three(TM).

     Selling and  marketing  expenses for the year ended  December 31, 2010 were
$211,151,  representing  27% of net sales,  compared to the period from February
26, 2009  (inception)  to  December  31,  2009 in which  selling  and  marketing
expenses were $72,847, representing 11% of net sales. During 2010, 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 Smart Skylights(TM) for homes.

     General and  administrative  expenses for the year ended  December 31, 2010
were  $916,501,  representing  118% of net sales,  compared  to the period  from
February  26,  2009  (inception)  to  December  31,  2009 in which  general  and
administrative  expenses were $799,794,  representing 125% of net sales. General
and  administrative  expenses  decreased in 2010, as a percentage of sales, as 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.  In 2009 our
Company  operated with only four  employees and outsourced  required  additional
services  on an as  needed  basis.  No  employees  from the prior  company  were
employed  or brought  over to our  Company.  They were not part of the rights we
acquired and this has created a culture of  efficiency  and  accountability.  We
eliminated  the practice of having  consultants  and sales people on  retainers.
Compensation  is tied to work  completed.  We elected not to directly hire sales
personnel  and  instead  require  that  they work for third  party  dealers  and
distributors,  thus  reducing the overhead  cost of carrying and  supporting  an
extended staff.

     INCOME TAXES.  Management has decided not to record the tax benefit for the
year  ended  December  31,  2010  or for  the  period  from  February  26,  2009
(inception) to December 31, 2009.

                                       26
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS - FOR THE YEAR ENDED  DECEMBER 31, 2010 COMPARED WITH THE PERIOD FROM
FEBRUARY 26, 2009 (INCEPTION) TO DECEMBER 31, 2009.

     Net cash used in operating  activities  was $615,464 and $1,085,168 for the
year  ended  December  31,  2010  and for the  period  from  February  26,  2009
(inception) to December 31, 2009, respectively. The net cash of $615,464 used in
operating activities for the year ended December 31, 2010 is attributable to the
net loss of  $1,034,416  for the  period,  offset  primarily  by a  decrease  of
$112,487 in accounts receivable and an increase in accounts payable of $156,596.
The net cash of  $1,085,168  used in  operating  activities  for the period from
February 26, 2009  (inception) to December 31, 2009 is  attributable  to the net
loss of $820,289  for the period,  offset  primarily  by an increase in accounts
receivable of $270,817,  an increase in prepayments and deposits of $135,391 and
an increase in other payables of $140,916.

     There  was no net cash  used in  investing  activities  for the year  ended
December  31, 2010 and for the period from  February  26,  2009  (inception)  to
December 31, 2009,  net cash used in  investing  activities  was a result of the
acquisition of $3,500 of business assets.

     Net cash provided by financing  activities  was $552,819 and $1,354,421 for
the year ended  December  31,  2010 and for the period  from  February  26, 2009
(inception) to December 31, 2009,  respectively.  Net cash provided by financing
activities for both periods was  attributable  to sales of the Company's  common
stock  through  a private  offering  of  $280,000  and  $1,242,000  and from the
issuance  of related  party notes of $275,000  and  $122,295  for the year ended
December  31, 2010 and for the period from  February  26,  2009  (inception)  to
December 31, 2009, respectively.

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, 2010, and the effect these obligations are expected to have on our liquidity
and cash flows in future periods.

                                       27
<PAGE>

<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                      $ 42,000        $ 42,000        $     --      $     --       $     --
  Services Agreement                      10,260          10,260              --            --             --
  Commitments to Purchase Inventory       43,304          43,304              --            --             --
                                        --------        --------        --------      --------       --------
      Totals:                           $145,564        $145,564        $     --      $     --       $     --
                                        ========        ========        ========      ========       ========
</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.

Disclosure Controls and Procedures

     Commencing  with our Annual  Report for the 2011  fiscal  year,  we will be
required to maintain  "disclosure controls and procedures." The term "disclosure
controls and  procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls
and other  procedures of a company that are designed to ensure that  information
required to be disclosed by the company in the reports it files or submits under
the Exchange Act is recorded,  processed,  summarized  and reported,  within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.  Disclosure  controls and procedures  also include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  by a  company  in the  reports  that it files or  submits  under  the
Exchange  Act is  accumulated  and  communicated  to the  company's  management,
including its principal executive and principal  financial officers,  or persons
performing  similar  functions,  as  appropriate,   to  allow  timely  decisions
regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

     Commencing  with our Annual Report for the 2011 fiscal year, our management
will be responsible for establishing and maintaining  adequate  internal control
over financial  reporting as defined in Rules  13a-15(f) and 15d-15(f) under the
Exchange  Act. Our  internal  control  over  financial  reporting is designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with  generally  accepted  accounting  principles.  Our  internal  control  over
financial reporting includes those policies and procedures that:

     (1)  pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of our
          assets;

                                       28
<PAGE>
     (2)  provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with U.S. GAAP, and that our receipts and  expenditures are being made
          only in  accordance  with  the  authorization  of our  management  and
          directors; and

     (3)  provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition of our assets that
          could have a material effect on the financial statements.

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     This Annual  Report does not  include a report of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the Securities and Exchange  Commission for newly public
companies.

     Changes in internal control over financial reporting.

     We did not change our internal control over financial  reporting during our
last  fiscal  quarter  that  materially  affected,  or is  reasonably  likely to
materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

     Our  executive  officers are elected by the board of directors and serve at
the discretion of the board.  All of the current  directors serve until the next
annual  shareholders'  meeting or until their  successors have been duly elected
and qualified.  The following table sets forth certain information regarding our
current directors and executive officers:


      Name           Age                Position                  Director Since
      ----           ---                --------                  --------------

Jeffrey S. Brain     51     President, Chief Executive Officer,     April 2009
                            Chief Financial Officer, Chief
                            Operating Officer, Treasurer
                            and Director

Frederick Feck       80     Corporate Secretary and Director        April 2009

     Certain biographical information of our directors and officers is set forth
below.

                                       29
<PAGE>
JEFFREY BRAIN,  PRESIDENT,  CHIEF EXECUTIVE  OFFICER,  CHIEF FINANCIAL  OFFICER,
CHIEF OPERATING OFFICER AND A DIRECTOR

     Since March 15, 2009, until the present time, Jeff has been involved in the
formation and operation of the Company and currently serves us in the capacities
of President,  Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer and as a director. Jeff is a successful  entrepreneur,  recognized civic
leader and government strategist.  Jeff served as Chief Operating Officer of the
Smokey  Robinson Food Company from October 2003 until November  2008.  Jeff took
the company from startup to national  distribution  in just 18 months.  Prior to
joining  Smokey  Robinson  Food  Company,  Jeff was the Founder and President of
Valley Vote, Inc., one of the largest  government  reform  organizations in U.S.
history.  Jeff  presided  over a Board of  Directors  of 100 of Los Angeles' top
community  and  business  leaders,  directed  2,000  volunteers  and a  team  of
professional consultants and attorneys.

     As President of Valley Vote,  Inc.,  Jeff was  responsible  for preparing a
$1.1 billion  dollar budget and a public service plan to provide  police,  fire,
transportation,  parks,  utilities,  etc.  for a city  that  would be the  sixth
largest city in the U.S. He also managed all the business  functions,  including
media relations,  public speaking,  community  outreach,  budgeting,  government
structure  and  public  service  planning,   message  development,   legislative
development and he oversaw the day-to-day administrative staff and operations.

     Prior to forming  Valley  Vote,  Jeff  founded  Jeff  Brain's  Real  Estate
Network, a full service  real-estate  brokerage and consulting firm based in Los
Angeles.  Before launching his entrepreneurial  ventures, Jeff held the position
of  Assistant  Vice  President  at Eastern  Pacific,  a real estate  development
company.  In this  role,  Jeff was  responsible  for  analyzing,  budgeting  and
syndicating  multi-million  dollar real estate development  projects and managed
the Accounting  Department.  Jeff also served as the Director of Acquisition and
Finance at Triangle Investments,  Inc., where he was responsible for real estate
acquisitions, project analysis, syndications and management.

     Jeff has a Bachelor  of Science  degree in Finance as well as a Bachelor of
Science  Degree in  Accounting,  both from the  California  State  University of
Northridge.

FREDERICK FECK, CORPORATE SECRETARY AND A DIRECTOR

     Mr. Feck, age 80, is a Director of the Company and our Corporate Secretary.
Mr. Feck has been in the real estate development and construction  industry from
1960 until the present time. Mr. Feck developed the first true  condominium with
Fee Title to cubical air space in California.  After the passage of the Medicare
bill in late 1965,  Mr.  Feck  entered  the health  care field  syndicating  and
developing  convalescent  hospitals.  Mr. Feck acted as a general partner in the
syndication  of  a  204  bed  convalescent  hospital  known  as  The  Rio  Hondo
Convalescent  Hospital in Montebello,  California.  In 1970, Mr. Feck co-founded
Environmental Communities,  Inc., to manufacture mobile and modular homes from a
facility in Corona,  California. Mr. Feck sold his interest in 1972 and moved to
San Diego  County.  Mr. Feck  formed  Calco  West,  Inc.  and was engaged in the
development and  construction of single family tract homes. Mr. Feck also formed
Calco West  Realty,  Inc.  in 1976,  a general  real estate  operation  with six
offices and a Real Estate School in the North San Diego County area. The company
was sold to its  employees in 1981.  Mr. Feck then formed  Calco West  Financial
Corporation  in 1981 for the  management  of  commercial  and  residential  real
estate, primarily his own. Mr. Feck was also one of the original founders of the
San  Marcos  National  Bank in 1981 and served on its Board of  Directors  for a
period of 14 years. Mr. Feck was born in Maine, attended the University of Maine
for two years,  moved to California in 1950 and attended  Northrop  Aeronautical
Institute  in Los Angeles  from which he  graduated  in 1952 as an  aeronautical
engineer.  He worked for Northrop  Aircraft  Company on the N-69 Guided  Missile
Program for two years before going into the service.  Mr. Feck served as a pilot
in the  United  States  Air  Force  for five  years.  Mr.  Feck is  licensed  in
California  as a general  contractor  and a real estate  broker and also holds a
commercial pilot's license.

COMMITTEES OF THE BOARD OF DIRECTORS

     We do not currently have an audit committee or a compensation committee.

                                       30
<PAGE>
COMPENSATION OF DIRECTORS

     Our directors do not receive any direct cash compensation for their service
on our  board  of  directors.  However,  in  2010,  we  granted  each of our two
directors  100,000 options to purchase shares of our common stock at an exercise
price of $.425 per share. Any future director compensation will be determined by
our compensation committee, once it is chartered.

SELECTION OF DIRECTORS

     We believe  that our board of directors  should be composed of  individuals
with  sophistication  and experience in many substantive  areas that impact our
business. We believe that experience,  qualifications or skills in the following
areas  are most  important:  (i)  organizational  leadership  and  vision;  (ii)
strategic, financial and operational planning; (iii) corporate restructuring and
performance  enhancement;  (iv) corporate finance; and (v) experience as a board
member of other  corporations.  These  areas  are in  addition  to the  personal
qualifications  described in this  section.  We believe  that our current  board
members possess the professional and personal qualifications necessary for board
service.

DIRECTORSHIPS

     During the past five years,  none of our directors or persons  nominated or
chosen to become  directors  held any other  directorship  in any company with a
class of securities registered pursuant to Section 12 of the 1934 Act or subject
to the requirements of Section 15(d) of such Act or any other company registered
as an investment company under the Investment Company Act of 1940.

OTHER SIGNIFICANT EMPLOYEES

     No other significant employees exist.

FAMILY RELATIONSHIPS

     No family  relationship  exists  between or among any of our  officers  and
directors. However, one of our directors,  Frederick Feck, is the brother-in-law
of George Adams, Sr., our largest shareholder.

CODE OF BUSINESS CONDUCT AND ETHICS

     On December  14,  2009,  we adopted a Code of  Business  Conduct and Ethics
applicable to our officers, including our principal executive officer, principal
financial  officer,  principal  accounting  officer or controller  and any other
persons performing  similar  functions.  Our Code of Business Conduct and Ethics
was designed to deter wrongdoing and promote honest and ethical  conduct,  full,
fair and accurate  disclosure,  compliance with laws, prompt internal  reporting
and  accountability to adherence to our Code of Business Conduct and Ethics. Our
Code  of   Business   Conduct   and   Ethics  is  posted  on  our   website   at
http://www.ciralightglobal.com  in  the  "Governance"  section.  Ciralight  also
intends to disclose any future  amendments to, and any waivers from (though none
are  anticipated),  the Code of Business  Conduct and Ethics in the "Governance"
section of our website.

ITEM 11. EXECUTIVE COMPENSATION.

                             EXECUTIVE COMPENSATION

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company to our  executive  officers  and  directors  of the Company for services
rendered during the periods indicated.

                                      31
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

 Name and
 Principal                                               Stock        Option       All Other
 Position         Year(1)    Salary($)     Bonus($)   Awards($)(2)   Awards($)   Compensation($)   Total($)
 --------         -------    ---------     --------   ------------   ---------   ---------------   --------
<S>               <C>      <C>            <C>        <C>             <C>           <C>             <C>
Jeffrey Brain,      2010     $139,000       $   0      $               $16,946(4)   $41,634(5)     $197,580
Chief Executive     2009     $ 95,500       $   0      $83,726(6)      $     0      $     0        $179,226
and Financial       2008     $      0       $   0      $     0         $     0      $     0        $      0
Officer and
Director

Frederick Feck,     2010     $      0       $   0      $               $ 9,683(7)   $36,000(8)     $ 45,683
Corporate           2009     $      0       $   0      $   400(9)      $     0      $ 9,000(10)    $  9,400
Secretary and       2008     $      0       $   0      $     0         $     0      $     0        $      0
Director

Randall Letcavage,  2010     $      0       $   0      $     0         $     0      $     0        $      0
Former President,   2009     $202,177(11)   $   0      $60,052(12)     $     0      $24,000(13)    $286,229
                    2008     $      0       $   0      $     0         $     0      $     0        $      0
</TABLE>

----------
(1)  The  compensation  covered in 2009  includes the period from the  Company's
     inception on February 26, 2009, through December 31, 2009.
(2)  The  amounts  listed in this  column  for 2009  reflect  the fair  value of
     certain  contractual  rights to receive restricted stock in accordance with
     the services rendered by such executives and  anti-dilution  rights granted
     to such executives  during the period from February 26, 2009 (inception) to
     December 31, 2009. The grant date fair value of the restricted stock issued
     as founders'  shares of the Company's common stock was $.001 per share (the
     par value of the  Company's  common  stock on April 1, 2009 was utilized to
     issue the amount of shares of common  stock  equating  to the fair value of
     the services rendered by Messrs. Letcavage,  Brain and Feck as described in
     footnotes (4), (6) and (7) to the above Summary  Compensation  Table).  The
     grant  date fair  value of the  restricted  stock  issued as  anti-dilution
     shares of the  Company's  common  stock as  compensation  and for  services
     rendered  was $.25 per share  (the price on  December  31,  2009,  based on
     issuances of the Company's common stock to private offering subscribers for
     cash) was utilized to issue the amount of shares of common  stock  equating
     to the value of the  services  rendered by Messrs.  Letcavage  and Brain as
     described  in  footnotes  (4) and  (6) to the  above  Summary  Compensation
     Table).  The fair values  were  determined  in  accordance  with  Financial
     Accounting Standards Codification Topic 718, Share-Based Payments (FASB ASC
     718).
(3)  The  amounts  listed in this  column  for 2010  reflect  the fair  value of
     certain  stock  options  granted to Messrs.  Brain and Feck during 2010. 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. 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.  275,000 stock options
     were granted to the  Company's  President,  Jeffrey  Brain,  for  achieving
     certain milestones and for serving on the Board of Directors. 100,000 stock
     options  were granted to  Frederick  Feck,  a Director of the Company,  for
     serving on the Board of Directors in 2010. The fair values were  determined
     in accordance with Financial Accounting  Standards  Codification Topic 718,
     Share-Based Payments (FASB ASC 718).
(4)  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 . 275,000  stock  options  were granted to the
     Company's  President,  Jeffrey Brain, for achieving certain  milestones and
     for serving on the Board of Directors.

                                       32
<PAGE>
(5)  Includes (i) $14,256 in health  insurance  benefits paid by the Company for
     Mr. Brain and his dependents;  (ii) $1,518 as an automobile  allowance from
     the Company; and (iii) $25,860 is royalty payments assigned to Mr. Brain by
     our majority  shareholder,  George Adams, Sr. See CERTAIN RELATIONSHIPS AND
     RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
(6)  Includes (i) $320 as the value of 320,000 founder's shares of the Company's
     common  stock  issued  at $.001 par  value to Mr.  Brain in April  2009 for
     services  rendered;  (ii) $30,000 as the value of 120,000  shares of common
     stock issued at $.25 per share to Mr. Brain for services rendered,  accrued
     at $3,000 per month from March through  December 2009; (iii) $23,350 as the
     value of 94,118  anti-dilution  shares of common stock issued to Mr. Brain;
     and (iv)  $29,876 as the value of 119,505  shares of common stock issued to
     Mr. Brain as bonus  compensation.  All of the above shares of the Company's
     common stock are  beneficially  owned by Mr.  Brain,  but held of record by
     Bayport Holding Company, LLC, Mr. Brain's personal holding company, and Mr.
     Brain has sole dispositive and voting control over such shares.
(7)  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.  100,000  stock  options  were  granted  to
     Frederick  Feck,  a Director  of the  Company,  for serving on the Board of
     Directors in 2010.
(8)  Represents  rental  payments  to Mr. Feck in the amount of $3,000 per month
     for the lease of our Corona,  California warehouse facility from January 1,
     2010,, through December 31, 2010, on a verbal month to month lease.
(9)  Represents  $400 as the value of 400,000  founder's  shares of common stock
     issued  at par  value of $.001  per  share  to Mr.  Feck in April  2009 for
     services rendered.
(10) Represents  rental payments  to Mr. Feck in  the amount of $3,000 per month
     for  the   lease  of   our  Corona,  California   warehouse  facility  from
     October 1, 2009,  through  December  31, 2009, on  a  verbal month to month
     lease.  Mr.  Feck  allowed  us  to  use  this warehouse facility from March
     through September 2009 on a rent free basis.
(11) During the period  from the  Company's  inception  on  February  26,  2009,
     through  December  31,  2009,  the  Company  paid  iCapital  Finance,  Inc.
     consulting  fees in the amount of $202,177.  Mr.  Letcavage is the majority
     owner of iCapital Finance, Inc.
(12) Includes (i) $240 as the value of 240,000 founder's shares of the Company's
     common  stock  issued at par value of $.001 per share to Mr.  Letcavage  in
     April  2009 for  services  rendered;  (ii)  $400 as the  value  of  400,000
     founder's  shares of common stock issued at par value of $.001 per share to
     iCapital Finance,  Inc. in April 2009 for services rendered;  (iii) $29,412
     as the value of 117,647  anti-dilution shares of common stock issued to Mr.
     Letcavage;  and (iv) $30,000 as the value of 120,000  shares issued at $.25
     per share to Mr.  Letcavage  for services  rendered,  accrued at $3,000 per
     month from March through  December  2009. As the majority owner of iCapital
     Finance, Inc., Mr. Letcavage has sole dispositive and voting power over the
     shares held of record by iCapital Finance, Inc.
(13) Represents rental payments to iCapital, Inc. commencing May 1, 2009, in the
     amount of $3,000 per month on a verbal  month to month basis for use of our
     former  executive  offices  at  2603  Main  Street,   Suite  1150,  Irvine,
     California 92614. This rental agreement is no longer in effect.

EMPLOYMENT CONTRACTS

     We do not have any employment agreements with our employees or officers.

                                       33
<PAGE>
SHARE-BASED COMPENSATION PLAN

     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.

                                PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                                                     Number of Securities
                                Number of Securities to be                                         Remaining Available for
                                 Issued Upon Exercise of         Weighted-Average Exercise         Future Issuance Under
                                   Outstanding Options,        Price of Outstanding Options,     Equity Compensation Plans
                                   Warrants and Rights             Warrants and Rights              (excluding column (a))
   Plan Category                           (a)                             (b)                              (c)
   -------------                   -------------------             -------------------           -------------------------
<S>                               <C>                             <C>                            <C>
Equity Compensation Plans                  --                                --                                --
Approved by Security
Holders

Equity Compensation Plans Not          680,900                           $ 0.46                           119,100
Approved by Security Holders

     Total                             680,900                           $ 0.46                           119,100
</TABLE>

Stock options  exercisable  into an aggregate of 680,900 shares of the Company's
common stock were outstanding on December 31, 2010, of which 580,900 were vested
on the date granted and 100,000 are  scheduled  to vest during 2011.  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.  Our stock options expire seven
to ten years from their  grant date.  We  estimated  the  expected  life,  which
represents  our best  estimate of the period of time from the grant date that we
expect the stock options to remain outstanding,  of all of our stock options for
all periods  presented using the simplified  method  specified in ASC 718. Under
this method, we estimate the expected life of our stock options as the mid-point
between  their  time to  vest  and  their  contractual  terms.  We  applied  the
simplified method because we do not have sufficient  historical exercise data to
provide a  reasonable  basis upon  which to  estimate  expected  life due to the
limited  period of time our  equity  shares  have been  publicly  traded and the
significant  variations in vesting and contractual  terms of the options that we
granted.  Expected  pre-vesting  forfeitures  were  estimated  based on expected
employee  turnover.  The fair  value of  options  granted  during the year ended
December  31, 2010 was  estimated  as of the grant date using the  Black-Scholes

                                       34
<PAGE>
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.

COMPENSATION DISCUSSION AND ANALYSIS

     We have  prepared the  following  Compensation  Discussion  and Analysis to
provide you with  information  that we believe is  necessary to  understand  our
executive compensation policies and decisions as they relate to the compensation
of our named executive officers.

     We have only two  members on our board of  directors  and do not  currently
have a  compensation  committee.  However,  we  intend  to  expand  our board of
directors  in the near  future  by  appointing  or  electing  at  least  two new
directors  who will be deemed  to be  independent  directors.  The  presence  of
independent  directors  on our  board  of  directors  will  allow us to form and
constitute a compensation committee of our board of directors.

     The  primary  objectives  of the  compensation  committee  with  respect to
executive  compensation  will be to (i)  attract  and retain  the best  possible
executive  talent  available  to us; (ii)  motivate  our  executive  officers to
enhance our growth and profitability and increase  shareholder  value; and (iii)
reward superior  performance and  contributions  to the achievement of corporate
objectives.

     The focus of our  executive  pay  strategy  will be to tie  short-term  and
long-term cash and equity incentives to the achievement of measurable  corporate
and  individual  performance  objectives  or benchmarks  and to align  executive
compensation with the creation and enhancement of shareholder value. In order to
achieve  these  objectives,  our  compensation  committee  will be  tasked  with
developing  and  maintaining  a  transparent  compensation  plan that will tie a
substantial  portion  of our  executives'  overall  compensation  to our  sales,
operational efficiencies and profitability.

     Our board of directors has not set any performance objectives or benchmarks
for 2011, as it intends for those  objectives and benchmarks to be determined by
the  compensation  committee  once it is  constituted  and then  approved by the
board.   However,   we  anticipate  that  compensation   benefits  will  include
competitive  salaries,  bonuses (cash and equity  based),  health  insurance and
stock option plans.

     Our compensation  committee will meet at least quarterly to assess the cost
and effectiveness of each executive benefit and the performance of our executive
officers in light of our revenues, expenses and profits.

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

     To our  knowledge,  the following  table sets forth,  as of March 18, 2011,
information regarding the ownership of our common stock by:

     *    Persons who own more than 5% of our common stock
     *    each of our directors and each of our executive officers; and
     *    all directors and executive officers as a group.

                                       35
<PAGE>
Each  person has sole  voting and  investment  power with  respect to the shares
shown, except as otherwise noted.

                                                    Amount and Nature
         Name and Address                          of Beneficial Ownership
      of Beneficial Owner (1)                 Number (2)         Percent (2)
      -----------------------                 ----------         -----------

     George Adams, Sr. (3)                    4,823,224             36.14%
     Jeffrey S. Brain (4)                       799,623              5.99%
     Frederick Feck (5)                         700,000              5.25%
     All officers and directors               1,499,623             11.24%
      as a group (2 persons)

----------
(1)  It is the  Company's  policy to not  disclose  personal  addresses  for our
     officers,  directors and shareholders.  Therefore,  for the purposes of the
     above  table,  the  address of the  persons  named  above is the  Company's
     address of 15303 Ventura Blvd., 9th Floor, Sherman Oaks, California 91403.
(2)  The  numbers  and  percentages  set  forth in these  columns  are  based on
     13,345,207  shares of common stock  outstanding  as of March 18, 2011.  The
     number  and  percentage  of  shares  beneficially  owned is  determined  in
     accordance with Rule 13d-3 of the Securities  Exchange Act of 1934, and the
     information is not necessarily  indicative of beneficial  ownership for any
     other purpose. Under such rule, beneficial ownership includes any shares as
     to which the selling  security  holder has sole or shared  voting  power or
     investment power and also any shares, which the selling security holder has
     the right to acquire within 60 days.
(3)  These 4,823,224  shares of common stock together with the 1,000,000  shares
     of Series A Preferred  Stock owned by Mr. Adams results in Mr. Adams having
     the right to cast 51% of all votes in the election of our  directors and on
     any  acquisition or merger  transaction in which we may become  involved in
     the future.
(4)  Mr. Brain is the  beneficial  owner of 624,623  shares of our common stock,
     which are owned of record by Bayport  Holding  Company,  LLC,  Mr.  Brain's
     personal holding  company.  Mr. Brain has sole dispositive and voting power
     over these shares.  Includes  options to purchase  175,000 shares of common
     stock that are exercisable within the next 60 days.
(5)  Includes  options  to  purchase  100,000  shares of common  stock  that are
     exercisable within the next 60 days.

     There  are  no  arrangements  or  understandings  among  the  entities  and
individuals  referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.

CHANGES IN CONTROL

     We are not aware of any arrangements that may result in a change in control
of the Company.

     By virtue of his ownership of preferred  stock with  super-majority  voting
rights over our common stock, Mr. George Adams, Sr. will continue to control the
Company  after this offering and investors in our common stock will be unable to
change  control of our board of  directors  and of our Company.  Therefore,  the
shares  being  offered  for sale by the  selling  shareholders  lack  the  value
normally  attributable to voting rights. This could result in a reduction in the
value of the shares you own because of their ineffective voting power.

ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
           INDEPENDENCE.

     Although we have not adopted formal procedures for the review,  approval or
ratification of transactions with related persons, we adhere to a general policy
that such transactions should only be entered into if they are on terms that, on
the whole,  are no more favorable,  or no less  favorable,  than those available
from  unaffiliated  third  parties  and their  approval  is in  accordance  with
applicable  law.  Such  transactions  require  the  approval  of  our  board  of
directors.

                                       36
<PAGE>
     Our  majority  shareholder,  George  Adams,  Sr.,  is  entitled  to royalty
payments  of the  sale of our  products.  During  2010,  Mr.  Adams  voluntarily
assigned $25,860 of royalty payments due to him to our President, Jeffrey Brain,
in recognition of the hard work Mr. Brain was doing for the Company.  The amount
of this royalty assignment is included in the compensation table under Executive
Compensation as "Other Compensation" to Mr. Brain.

     We lease our warehouse facility from Frederick Feck, a Director, for $3,000
per month, on a verbal month to month lease, which management believes is a fair
arrangement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

     INDEPENDENT PUBLIC ACCOUNTANTS

     The Company has renewed the engagement of HJ Associates & Consultants,  LLP
to serve  as the  independent  accounting  firm  responsible  for  auditing  our
financial statements for the fiscal year ended December 31, 2010.

     (1) Audit  Fees.  During  the fiscal  year ended  December  31,  2010,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included  in our  quarterly  reports  on Form 10-Q and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2010,  was $45,000.  During the fiscal year ended  December  31,  2009,  the
aggregate fees billed by the Company's  auditors,  for services rendered for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements  included  in our  quarterly  reports  on Form 10-Q and for  services
provided in connection with the statutory and regulatory  filings or engagements
for 2009, was $31,592.

     (2) Audit-Related Fees related to S-1 registration statement reviews during
the  year  ended  December  31,  2010  and  2009,  totaling  $18,580  and $0 for
audit-related services other than as set forth in paragraph (1) above.

     (3) Tax Fees. Our auditors provided tax preparation  services of $1,120 and
$0 during the fiscal years ended December 31, 2010 and 2009, respectively.

     (4) All Other Fees. None.

     (5) Audit Committee's Pre-Approval Policies and Procedures.

     Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before  Principal  Accountants are engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     *    approved by our audit committee (which consists of our entire board of
          directors); or
     *    entered  into  pursuant  to   pre-approval   policies  and  procedures
          established  by the board of  directors,  provided  the  policies  and
          procedures  are detailed as to the  particular  service,  the board of
          directors  is  informed  of  each  service,   and  such  policies  and
          procedures  do not  include  delegation  of the  board  of  directors'
          responsibilities to management.

     The  board  of  directors   pre-approves  all  services   provided  by  our
independent  auditors.  All of the above  services  and fees were  reviewed  and
approved  by the  board of  directors  either  before  or after  the  respective
services were rendered.

     The board of directors has  considered the nature and amount of fees billed
by our  principal  accountants  and believes  that the provision of services for
activities  unrelated to the audit is compatible with  maintaining our principal
accountants' independence.

     During the 2009 and 2008  fiscal  years,  the  Company  used the  following
pre-approval procedures related to the selection of our independent auditors and
the  services  they  provide:  unanimous  consent of all  directors  via a board
resolution.

                                       37
<PAGE>
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

                                       38
<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 theSecretary 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 Secretaryof State of Nevada

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.

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.

                                       39
<PAGE>
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

----------
*    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.
**   Filed herewith.

                                       40
<PAGE>
                                   SIGNATURES

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

                                      Ciralight Global, Inc.


Dated: March 24, 2011                     /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: March 24, 2011                     /s/  Jeffrey S. Brain
                                          --------------------------------------
                                      By: Jeffrey S. Brain
                                      Its: President, Chief Executive Officer
                                           and Director (Principal Executive
                                           Officer) Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)


Dated: March 24, 2011                     /s/ Frederick Feck
                                          --------------------------------------
                                      By: Frederick Feck
                                      Its: Corporate Secretary and Director

                                       41
<PAGE>
FINANCIAL STATEMENTS

     Our audited  financial  statements for the Year Ended December  31,2010 and
for the period from February 26, 2009 (inception) to December 31, 2009,  follow,
commencing on page F-1.

                                       42
<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, 2010 and 2009                          F-3

Statements of Operations for the Year Ended December 31, 2010 and
for the period from February 26, 2009 (inception) to December 31, 2009   F-4

Statement of Changes in Stockholder's Equity for period from
February 26, 2009 (inception) to December 31, 2010                       F-5

Statements of Cash Flows for the Year Ended December 31, 2010 and
for the period from February 26, 2009 (inception) to December 31, 2009   F-6

Notes to Financial Statements                                            F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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


To the Board of Directors of
Ciralight Global, Inc.
Irvine, California

We have audited the accompanying  balance sheets of Ciralight Global, Inc. as of
December  31,  2010  and  2009,  and  the  related   statements  of  operations,
stockholders'  equity,  and cash flows for the year ended  December 31, 2010 and
for the period from February 26, 2009  (inception)  to December 31, 2009.  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 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, 2010 and 2009, and the results of its operations and its cash flows
for the year ended  December 31, 2010 and for the period from  February 26, 2009
(inception)  to December 31, 2009, in conformity  with U.S.  generally  accepted
accounting principles.


/s/ HJ Associates & Consultants, LLP
--------------------------------------------
HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 24, 2011

                                      F-2
<PAGE>

                              CIRALIGHT GLOBAL, INC
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                            December 31,
                                                                                     2010                 2009
                                                                                  ----------           ----------
<S>                                                                               <C>                  <C>
                                     ASSETS

Current assets:
  Cash                                                                            $  203,108           $  265,753
  Accounts receivable                                                                148,787              300,547
  Notes receivable - related party                                                    75,454               69,865
  Inventory                                                                          228,106              176,521
  Prepaid expenses and other current assets                                           53,804              135,391
                                                                                  ----------           ----------
      Total current assets                                                           709,259              948,077
                                                                                  ----------           ----------
Property and equipment, net                                                           10,024               20,337
Intangible assets, net                                                                28,861               30,523
                                                                                  ----------           ----------

      Total assets                                                                $  748,144           $  998,937
                                                                                  ==========           ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                $  211,015           $   54,419
  Advances payable - related party                                                   200,000                   --
  Convertible note payable                                                                --              324,927
  Other payables                                                                      45,372              202,847
                                                                                  ----------           ----------
      Total current liabilities                                                      456,387              582,193
                                                                                  ----------           ----------

Stockholders' equity
  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,
   13,289,207 and 10,368,000 shares issued and outstanding, respectively              13,289               10,368
  Additional paid-in capital                                                       2,132,173            1,225,665
  Accumulated deficit                                                             (1,854,705)            (820,289)
                                                                                  ----------           ----------
      Total stockholders' equity                                                     291,757              416,744
                                                                                  ----------           ----------

      Total liabilities and stockholders' equity                                  $  748,144           $  998,937
                                                                                  ==========           ==========
</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 period from
                                                                 For the           February 26, 2009
                                                                Year Ended           (inception) to
                                                                December 31,          December 31,
                                                                   2010                   2009
                                                               ------------           ------------
<S>                                                            <C>                    <C>
Sales                                                          $    774,105           $    640,425

Cost of goods sold                                                  609,796                563,249
                                                               ------------           ------------
Gross profit                                                        164,309                 77,176
                                                               ------------           ------------

Operating expenses
  Research and development expenses                                  61,459                 22,229
  Selling and marketing expenses                                    211,151                 72,847
  General and administrative expenses                               916,501                799,794
                                                               ------------           ------------
Total operating expenses                                          1,189,111                894,870
                                                               ------------           ------------

Loss from operations                                             (1,024,802)              (817,694)
                                                               ------------           ------------

Other income
  Interest expense (net)                                             (9,614)                (2,595)
                                                               ------------           ------------
Total other expense                                                  (9,614)                (2,595)
                                                               ------------           ------------

Net loss                                                       $ (1,034,416)          $   (820,289)
                                                               ============           ============

Basic and diluted loss per share                               $      (0.09)          $      (0.11)
                                                               ============           ============

Weighted average shares used in per share calculation            11,729,651              7,543,444
                                                               ============           ============
</TABLE>


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

                                      F-4
<PAGE>
                        STATEMENT OF STOCKHOLDER'S EQUITY
     For the period from February 26, 2009 (inception) to December 31, 2010
<TABLE>
<CAPTION>
                                              Common Stock         Preferred Stock
                                            ----------------       ---------------     Additional
                                                         Par                   Par       Paid in    Accumulated      Total
                                            Shares      Value      Shares     Value      Capital      Deficit        Equity
                                            ------      -----      ------     -----      -------      -------        ------
<S>                                         <C>         <C>        <C>        <C>        <C>          <C>            <C>
BALANCE AT INCEPTION FEBRUARY 26, 2009            --   $    --          --   $    --   $       --   $        --   $        --

Issuance of Founder's Shares               1,600,000     1,600          --        --       (1,600)           --            --

Common Stock Issued For Asset Acquisition
at predecessor cost of $0.09 (Note 5)      3,200,000     3,200          --        --      224,282            --       227,482

Preferred Stock Issued For Asset
 Acquisition at $0.01 (Note 5)                    --        --   1,000,000     1,000           --            --         1,000

Common Stock Issued For Private
 Placement at $0.25                        4,968,000     4,968          --        --    1,237,032            --     1,242,000

Stock Offering Costs                              --        --          --        --       (9,874)           --        (9,874)

Common Stock Issued For Asset Acquisition
 at predecessor cost  (Note 5)               400,000       400          --        --     (291,975)           --      (291,575)

Common Stock Issued For Conversion
 of Note Payable and Interest at $0.25       200,000       200          --        --       49,800            --        50,000

Rent Donation By Related Party                    --        --          --        --       18,000            --        18,000

Net Loss                                          --        --          --        --           --      (820,289)     (820,289)
                                          ----------   -------   ---------   -------   ----------   -----------   -----------
BALANCE DECEMBER 31, 2009                 10,368,000    10,368   1,000,000     1,000    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                 13,289,207   $13,289   1,000,000   $ 1,000   $2,132,173   $(1,854,705)  $   291,757
                                          ==========   =======   =========   =======   ==========   ===========   ===========
</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 period from
                                                                       For the Year        February 26, 2009
                                                                          Ended             (inception) to
                                                                       December 31,           December 31,
                                                                          2010                   2009
                                                                      ------------           ------------
<S>                                                                   <C>                    <C>
Cash flows from operating activities:
  Net Loss                                                            $ (1,034,416)          $   (820,289)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Options issued for services                                            51,574                     --
     Depreciation and amortization                                          11,976                 15,254
     Contribution of rent from a related party                               6,000                 18,000
     Bad debt expense                                                       39,273                     30
  Changes in operating assets and liabilities
     Increase in inventory                                                 (51,585)               (17,425)
     Decrease (increase) in accounts receivable                            112,487               (270,817)
     Decrease (increase) in prepayments and deposits                        81,587               (135,391)
     Increase in note receivable - related party                            (5,589)               (69,865)
     Increase in accounts payable                                          156,596                 54,419
     (Decrease) increase in other payables                                  16,633                140,916
                                                                      ------------           ------------
           Net cash used in operating activities                          (615,464)           ( 1,085,168)
                                                                      ------------           ------------
Cash flows from investing activities:
  Acquisition of business assets                                                --                 (3,500)
                                                                      ------------           ------------
           Net cash used in investing activities                                --                 (3,500)
                                                                      ------------           ------------
Cash flows from financing activities:
  Cash from sale of common stock                                           280,000              1,242,000
  Proceeds from note payable                                               275,000                122,295
  Stock offering costs                                                      (2,181)                (9,874)
                                                                      ------------           ------------
           Net cash provided by financing activities                       552,819              1,354,421
                                                                      ------------           ------------

Net (decrease) increase in cash                                            (62,645)               265,753

Cash, beginning of period                                                  265,753                     --
                                                                      ------------           ------------

Cash, end of period                                                   $    203,108           $    265,753
                                                                      ============           ============

Supplemental cash flow information:
  Interest paid                                                       $      9,614           $      2,632
                                                                      ============           ============
  Income taxes paid                                                   $         --           $         --
                                                                      ============           ============

Non-cash investing and financing activities
  Common stock issued for accrued compensation                        $     89,876           $      1,600
                                                                      ============           ============
  Debt and liabilities settled with common stock                      $    484,160           $     50,000
                                                                      ============           ============
  Accrued interest expense added to principal amount of debt          $     14,783           $         --
                                                                      ============           ============
</TABLE>


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

                                      F-6
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


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.

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 and  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.

Reclassifications

Certain  reclassifications have been made to prior year income statement amounts
to conform to the current year presentation.

2. Liquidity and Operations:

The  Company  had net  losses of  $1,034,416  and  $820,289,  for the year ended
December  31, 2010 and for the period from  February  26,  2009  (inception)  to
December 31, 2009, respectively,

                                      F-7
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


2. Liquidity and Operations: (continued)

As of  December  31,  2010,  the  Company  had  cash  and  cash  equivalents  of
approximately  $203,000.  In addition,  the Company had accounts  receivable  of
approximately  $149,000,  inventory on hand at a cost valuation of approximately
$228,000,  with a market  valuation  of over  $475,000,  all fully paid for, and
accounts  payable of approximately  $211,000.  As of March 15, 2011, with orders
for over 700 units  scheduled  to be  shipped  during the next six  months,  the
Company  is  confident  that it has  sufficient  liquidity  for the next  twelve
months.

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, 2010, 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, 2010 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  2009  and  2010,  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.

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, 2010.

                                      F-8
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


3. Summary of Significant Accounting Policies: (continued)

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 February 26, 2009 (inception)                             $     --
  Settlements made during the period                                     (3,355)
  Change in liability for warranties issued during the period            12,358
  Change in liability for preexisting warranties                            473
                                                                       --------
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
                                                                       ========

Research  and  Development  Expenses - Research  and  development  expenses  are
charged to operations in the period incurred.  The amounts expensed for the year
ended December 31, 2010 and for the period from February 26, 2009 (inception) to
December 31, 2009 were $61,459 and $22,229, respectively.

Selling and Marketing  Expenses - Selling and marketing expenses are expensed as
incurred. These expenses were $211,151 and $72,847,  respectively,  for the year
ended December 31, 2010 and for the period from February 26, 2009 (inception) to
December 31, 2009 and consisted of the following:

                                                       2010               2009
                                                     --------           --------
Booth rental and advertising fees                    $ 17,367           $ 16,570
Event staffing, travel and shipping                    25,705             22,193
Marketing consultants and materials                    29,326             10,665
Royalty fees                                           13,240             15,260
Commissions                                           111,393              6,736
Sales support, recruitment and travel                  14,120              1,423
                                                     --------           --------

Total Selling and Marketing Expenses                 $211,151           $ 72,847
                                                     ========           ========

                                      F-9
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


3. Summary of Significant Accounting Policies: (continued)

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,  2010,  accrued  royalties  totaled
$18,249.

General and Administrative  Expenses - General and  administrative  expenses are
expensed as incurred.  These expenses were $916,870 and $799,794,  respectively,
for the year ended  December 31, 2010 and for the period from  February 26, 2009
(inception) to December 31, 2009 and consisted of the following:

                                                        2010              2009
                                                      --------          --------
Depreciation and amortization                         $ 11,976          $  1,817
Computer and internet                                   13,042             9,567
Insurance                                               32,824             4,811
Membership fees                                          6,445             4,260
Payroll and compensation                               340,096           385,240
Accounting fees                                        104,728            61,204
Legal fees                                             152,871            74,012
Consulting fees                                         89,018           171,573
Rent and occupancy expenses                             20,186            54,450
Warehouse expenses                                      54,706            11,083
Travel expenses                                         21,839            10,195
Interest expense                                         6,249                 0
Office and administrative expenses                      23,248            11,552
Bad debt expense                                        39,273                30
                                                      --------          --------

Total General & Administrative Expenses               $916,501          $799,794
                                                      ========          ========

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, 2010,
two distributors had balances representing 22% 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
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.

                                      F-10
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


3. Summary of Significant Accounting Policies: (continued)

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>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


4. Balance Sheet Information:

Cash and Cash Equivalents consisted of the following at December 31,

                                                      2010                2009
                                                    --------            --------
Checking account                                    $201,376            $265,583
Savings accounts                                         502                  76
Petty cash                                             1,230                  94
                                                    --------            --------

Total Cash and cash equivalents                     $203,108            $265,753
                                                    ========            ========

Notes  receivable - related party - As of December 31, 2010, the Company holds a
note receivable  from the President and Chief Executive  Officer of the Company,
Randall  Letcavage,  with an  original  balance of  $69,865.  This note  accrues
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 Randall  Letcavage  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.  Subsequent  to December 31, 2010,
during the first quarter of 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,

                                                      2010                2009
                                                    --------            --------
Finished units and components                       $205,501            $153,916
Packaging crates and materials                        22,605              22,605
                                                    --------            --------

Total Inventory                                     $228,106            $176,521
                                                    ========            ========

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

                                                      2010                2009
                                                    --------            --------
Purchase order prepaid deposits                     $ 43,304            $ 98,468
Deposits on account                                   10,500               3,000
Private offering costs                                    --              33,823
Employee advances                                         --                 100
                                                    --------            --------

Total Prepayments and deposits                      $ 53,804            $135,391
                                                    ========            ========

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

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 follows at December 31,

                                      F-12
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


4. Balance Sheet Information: (continued)

                                                    2010                 2009
                                                  --------             --------
Furniture and equipment                           $  7,950             $  7,950
Vehicles                                             2,771                2,771
Tooling costs                                       22,983               22,983
Convention display                                   1,817                1,817
                                                  --------             --------
Property and equipment                              35,521               35,521
                                                  --------             --------
Less Accumulated depreciation                      (25,497)             (15,184)
                                                  --------             --------

Total Property and equipment, net                 $ 10,024             $ 20,337
                                                  ========             ========

Depreciation expense for the annual periods ended December 31, 2010 and 2009 was
$10,313 and $15,184,  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 Decmber 31,

                                                    2010                 2009
                                                  --------             --------
Patent and patent applications                    $ 30,593             $ 30,593
Less Accumulated amortization                       (1,732)                 (70)
                                                  --------             --------

Total Intangible assets, net                      $ 28,861             $ 30,523
                                                  ========             ========

Amortization expense for the annual periods ended December 31, 2010 and 2009 was
$1,663 and $69, 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,  as represented by the
advances  payable-related  party amount of $200,000 at December  31,  2010.  The
Company repaid the $200,000 advance to Terry Adams on January 5, 2011.

                                      F-13
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


4. Balance Sheet Information: (continued)

Convertible  Notes Payable - Related Parties - The Company had Convertible Notes
Payable - Related Parties consisting of the following at December 31,

                                                          2010            2009
                                                        --------        --------
Note payable - George Adams, Sr                         $     --        $250,547
Note payable - Terry Adams                                    --          74,380
                                                        --------        --------

Total Convertible notes payable - related parties       $     --        $324,927
                                                        ========        ========

Notes Payable:

As of March 31, 2009,  the Company had a loan  payable to Mr.  Feck,  one of the
Company's  directors,  in the amount of  $35,629,  relating  to his  payments of
certain Company general and  administrative  expenses between March 13, 2009 and
March 31,  2009.  At September  30, 2009,  the Company had a loan payable to Mr.
Feck in the amount of  $48,507,  relating  to his  payments  of certain  Company
expenses  between  March 13, 2009 and September 15, 2009. On October 1, 2009 the
loan was  converted  into a convertible  note,  which was issued to Mr. Feck. On
December 1, 2009, Mr. Feck elected to convert the principal and accrued interest
on this note into 200,000 shares of our common stock at $0.25 per share.

As of December 31, 2010,  the Company had issued two Notes  Payable with related
parties.  On December  15, 2009,  the Company  secured the title to the one U.S.
patent and patent applications pending in Canada,  Europe, Mexico and the United
States as  provided  in the Adams  Agreement,  described  in Note 1,  above.  As
required in the Adams Agreement,  as amended,  on December 15, 2009, the Company
executed a  Convertible  Promissory  Note in the amount of $250,000 to Mr. Adams
and  issued  to Mr.  Adams an  additional  400,000  shares  of  common  stock in
consideration  of Mr.  Adams'  transfer of ownership of the U.S.  patent and the
patent applications pending in Canada,  Europe,  Mexico and the United States to
the Company.  The $250,000 note with Mr. Adams bears  interest at the prime rate
plus 2%, is due on December  15, 2012 and Mr. Adams has the right to convert the
principal  amount of the note into shares of the Company's common stock at $0.25
per share. The balance of the note, including accrued interest,  at December 31,
2009 was $250,547.  In addition,  Terry Adams, the son of Mr. George Adams, Sr.,
loaned the Company  $73,788 on November  5, 2009 in exchange  for a  Convertible
Promissory  Note for the amount loaned.  The $73,788 note with Terry Adams bears
interest at the prime rate plus 2%, is due on December  15, 2012 and Terry Adams
has the right to convert  the  principal  amount of the note into  shares of the
Company's  common  stock at $.25 per share.  The balance of the note,  including
accrued  interest,  at March 31, 2010 was $74,380.  During the third  quarter of
2010, the note holders elected to convert the principal and accrued  interest on
their notes into common stock shares of the Company at $0.25 per share.

On August 20, 2010, the Company  executed a Convertible  Promissory  Note in the
amount of $25,000 to Mr. Iwata.  The $25,000 note with Mr. Iwata bears  interest
at the prime rate plus 2%, is due on August 19, 2012 and Mr. Iwata has the right
to convert the principal  amount of the note into shares of the Company's common
stock at $.50 per share. During the fourth quarter of 2010, Mr. Iwata elected to
convert the  principal  and accrued  interest on this note into 50,941 shares of
our common stock at $0.50 per share.

                                      F-14
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


4. Balance Sheet Information: (continued)

Other Payables - The Company had Other  Payables  consisting of the following at
December 31,

                                                    2010                  2009
                                                  --------              --------
Royalty fees payable                              $ 18,249              $ 15,260
Accrued warranty expense                             9,476                 9,476
Accrued compensation                                17,647               178,111
                                                  --------              --------

Total Other payables                              $ 45,372              $202,847
                                                  ========              ========

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, 2010,  accrued
royalties totaled $18,249.

Accrued  Compensation - 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.
Additionally, the Company accrued $88,235 relating to anti dilution rights which
was converted to common stock in January, 2010.

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  13,289,207  issued and  outstanding  common  stock shares as of
December 31, 2010. Details of the issued and outstanding common stock shares are
shown below.

Common stock shares issued as of December 31, 2010 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                           5,644,000
Stock issued for compensation and services rendered                      641,878
Stock issued for conversion of note payable                            1,803,349
                                                                      ----------

Total common stock shares issued                                      13,289,207
                                                                      ==========

                                      F-15
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


5. Stockholders' Equity: (continued)

On April 1, 2009,  3,200,000  shares of common stock were issued,  at a value of
$.09 per share, as a result of the Adams Agreement,  described in Note 1, above.
On April 1, 2009,  1,600,000  shares of common  stock were  issued as  founder's
shares,  at a value of $.00 per share,  for  compensation  expense and legal and
consulting   services   rendered  in  the  formation  of  the  Company  and  for
developmental work on our business plan. During the period from April 1, 2009 to
December 31, 2009,  4,968,000 shares of common stock were issued,  at a value of
$.25 per share,  resulting  from sales of our stock through a Private  Placement
Offering.  On December 1, 2009, 200,000 shares of common stock were issued, at a
value  of $.25 per  share,  resulting  from the  conversion  of a  $50,000  note
payable, discussed in Note 8. In addition, also a result of the Adams Agreement,
described in Notes 1 and 4, above, 400,000 shares of common stock were issued.

The assets acquired,  as a result of the Adams  Agreement,  described in Notes 1
and 4, above, were in exchange for consideration of $354,200.  The consideration
consisted  of  3,200,000  shares  of  common  stock at $.09 per  share  equaling
$288,000;  400,000 shares of common stock at $.25 per share  equaling  $100,000;
1,000,000  shares of  preferred  stock at par value  equaling  $1,000 and a note
payable of  $250,000.  The assets  acquired  consisted  of  inventory,  accounts
receivable,  property  and  equipment,  a U.S.  patent and  patent  applications
pending in Canada,  Europe, Mexico and the United States at a value of $274,076.
The assets acquired were valued at their predecessor values,  since George Adams
was a related party of the predecessor company. Management recognized additional
paid in capital for the difference of $80,124 between the  predecessor  value of
the assets  acquired  and the value of the  consideration  paid,  as  additional
acquisition  costs, in order to properly  recognize the predecessor  cost of the
assets involved and for other costs associated with this transaction.

During the three month period ended March 31, 2010, a total of 944,446 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.

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 preferences:

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.

                                      F-16
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


5. Stockholders' Equity: (continued)

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.

6. Stock Options and Warrants:

As of December 31, 2010, 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
75,900 shares of common stock at $.75 per share.  The option  expires the sooner
of one year after the effective date of the Company's registration statement and
the  stock  begins  trading  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 680,900 shares of the Company's
common stock were outstanding on December 31, 2010, of which 580,900 were vested
on the date granted and 100,000 are  scheduled  to vest during 2011.  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

                                      F-17
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


6. Stock Options and Warrants: (continued)

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, 2010 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.

The following table  summarizes the activity of stock options for the year ended
December 31, 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
                                                     ========           ======

The  weighted  average  fair  value of  options  granted  during  the year ended
December  31,  2010 was $0.09 per option  and there  were no  options  exercised
during the same  period.  The value  recorded  for the  outstanding  exercisable
options at December 31, 2010 was $51,574.

7. Commitments and Contingencies:

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.  As a
result of the agreement,  commencing April 1, 2010, we will pay $1,140 per month
for a period of eighteen months.

The Company,  as of December 31, 2010 has no  additional  financial  commitments
that would represent long term commitments on behalf of the Company.

                                      F-18
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


7. Commitments and Contingencies: (continued)

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

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, 2010, purchase order prepaid deposits totaled
approximately $43,000 with three of our major suppliers.

8. Related Party Transactions:

During fiscal 2009,  the Company  acquired  assets  through the Adams  Agreement
described in Note 1, above.  Mr. Adams is considered a related  party,  since he
was the largest  secured  creditor of Ciralight  Inc., the company from which he
acquired certain assets in foreclosure and  subsequently  sold the assets to the
Company,  and he is the largest  shareholder  in the Company.  These assets were
valued at their  predecessor  values.  As described in Note 4 above, the Company
borrowed money from Terry Adams,  the son of Mr. George Adams,  Sr., in exchange
for a Convertible Promissory Note.

As  described  in Note 4, above,  on March 31,  2010,  the Company  holds a note
receivable  from the  President  and Chief  Executive  Officer  of the  Company,
Randall Letcavage.

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 year ended December 31, 2010.

In January  2010,  the  Company  entered  into a  non-exclusive  distributorship
agreement with Globalight  Energy Solutions LLC, which is partly owned by Smokey
Robinson,  the legendary  entertainer,  Randall  Letcavage,  our Chief Executive
Officer, Jeffrey Brain, our Chief Financial Officer and Chief Operating Officer,
and some other persons not associated  with the Company.  Smokey Robinson is the
single largest shareholder in the distribution  company and has agreed to assist
the Company in promotions and media  relations to promote the company  products.
Randall  Letcavage and Jeff Brain have had a business  relationship  with Smokey
Robinson  and  secured his  participation  in the  distribution  company to help
promote  products.  The value of having an icon celebrity  involved is countless
dollars in potential free media and promotions and,  therefore,  it was deemed a
valuable  arrangement  for  the  Company.  The  distribution  company  will be a
minority  certified company that can assist in securing certain  contracts.  The
distribution  company will be  non-exclusive  and operate  under the same terms,
conditions and pricing as the other distribution companies and, therefore,  will
not  receive  any  beneficial  or special  treatment  over our other  dealers or
distributors.

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.

                                      F-19
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


8. Related Party Transactions: (continued)

The terms and conditions of the dealer  agreement  with  Chaparral  Green Energy
Solutions,  LLC  and  the  distributorship   agreement  with  Globalight  Energy
Solutions,  LLC  are  the  same  as for the  other  dealer  and  distributorship
agreements.  Therefore, these two agreements do not contain preferential or more
favorable  terms or  conditions  than  agreements  with  our  other  dealers  or
distributors,  except for the fact that the Company  did not require  Globalight
Energy Solutions,  LLC to pay the standard  distributorship  fee of $15,000.  In
lieu of Globalight Energy Solutions, LLC paying the standard distributorship fee
of $15,000,  Smokey  Robinson  agreed to use his name,  contacts and likeness to
promote the Company products.  Our board of directors believes that the value to
the Company of Mr.  Robinson's  promotion  of our  products is greater  than the
$15,000 distributorship fee to the Company.

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.

On December  30,2010,  Terry Adams advanced the Company  $200,000 for short term
working capital purposes,  as represented by the advances  payable-related party
amount of $200,000 at December 31, 2010. The Company repaid the $200,000 advance
to Terry Adams on January 5, 2011.

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.,
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.

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  carryforwards  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.

                                      F-20
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010


10. Income Taxes: (continued)

Net deferred tax liabilities consist of the following  components as of December
31, 2010 and 2009:

                                                   2010                2009
                                                 --------            --------
Deferred tax assets
  NOL Carryover                                  $610,012            $246,468
  Accrued expenses-related party                    6,088                 444

Deferred tax liabilities
  Due to related parties                               --                  --

Valuation allowance                              (616,100)           (246,912)
                                                 --------            --------

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 year ended December 31, 2010 and for the period from February
26, 2009 (inception) to December 31, 2009 due to the following:

                                                   2010                  2009
                                               ----------            ----------
Book Income                                    $ (403,422)           $ (316,008)
Accrued expenses-related party                      5,643                   444
Stock and options for services and
 contributed rent                                 103,283                69,465
Meals & Entertainment                                 796                 1,985
Unrealized Loss                                        --                    --
Valuation allowance                               293,700               244,114
                                               ----------            ----------

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

At December  31,  2010,  the Company had net  operating  loss  carryforwards  of
approximately  $1,564,100  that may be offset against future taxable income from
the year 2011 through  2030.  No tax benefit has been  reported in the March 31,
2010 or December 31, 2009 consolidated financial statements, since the potential
tax benefit is offset by a valuation allowance of the same amount.

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.

The  Financial   Accounting   Standards  Board  ("FASB")  has  issued  Financial
Interpretation  No.  48,  Accounting  for  Uncertainty  in  Income  Taxes  -  an
Interpretation  of FASB  Statement  No. 109 ("FIN  48").  FIN 48  clarifies  the
accounting  for  uncertainty  in  income  taxes  recognized  in an  enterprise's
financial  statements in accordance with FASB Statement No. 109,  Accounting for
Income Taxes.  FIN 48 requires a company to determine  whether it is more likely
than not that a tax position will be sustained upon  examination  based upon the
technical merits of the position. If the more-like1y-than-not  threshold is met,
a company must measure the tax position to determine  the amount to recognize in
the  financial  statements.  As a result of the  implementation  of FIN 48,  the
Company  performed a review of its material tax  positions  in  accordance  with
recognition  and  measurement  standards  established by FIN 48. At the adoption
date of April 1, 2009, the Company had no  unrecognized  tax benefit which would
affect the effective tax rate if recognized.

                                      F-21
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010

11. Legal Matters:

On October 15, 2009,  we filed a lawsuit in the  Superior  Court of the State of
California for the County of Orange,  Central  Justice Center (Case No. 30-2009,
00314998)  ("Complaint")  against Jacque Stevens,  Rex Miller, Greg Schmalz, A-1
Daylighting,  Consultech,  Daylight  Specialist  and DOES  1-25.  The  Complaint
includes  five  causes  of  action  by  us  against  the  defendants:   Tortious
Interference  with Contract,  Commercial  Disparagement,  Conspiracy,  Breach of
Contract,  Unfair Business  Practices and Libel.  The Complaint  alleges that we
entered  into a  nondisclosure  agreement as part of an agreement to work toward
completing  a joint  venture/private  label of our solar  lighting  systems with
Firestone Building Products and that defendants  attempted to interfere with our
business  relationship  with  Firestone  Building  Products by  disparaging  our
products (misrepresentations regarding prior sales, installations and quality of
service and that we provided or  substituted  defective or improper parts in our
products). We are seeking general, special and punitive or exemplary damages and
injunctive relief against the defendants.

While some of the defendants have answered the Complaint, none of them has filed
a counterclaim  against us in this case. We are in settlement  negotiations with
various defendants in this case. Recently,  we dismissed Defendant Greg Schmaltz
from the case as a result of a  settlement  agreement  with  Defendant  Schmaltz
pursuant  to which we  released  him from any  liability  to us and he, in turn,
released us from any liability to him or his company,  First Team  Marketing and
Communications.  As a result of this  settlement  agreement,  Defendant  Schmalz
dismissed  Lawsuits A and B described below. We do not believe we have any legal
exposure in this case.

On January  14,  2010,  we were served with  process in two  lawsuits,  which we
deemed to be frivolous.  Both of these lawsuits were filed in the Superior Court
of the State of  California  for the County of Orange,  Central  Justice  Center
(Case No.  30-2010,  00334139)  ("Lawsuit  A").  Lawsuit A is styled  First Team
Marketing and Communications  vs. Ciralight Global,  Inc.,  Ciralight,  Inc. and
DOES  1-25.  Lawsuit  A is a suit on an  open  book  account  in the  amount  of
approximately  $62,000.  We  believe  that this suit  should  have been  brought
against Ciralight, Inc., a defunct corporation, with whom we have no affiliation
or  relationship.  The second of these  lawsuits (Case No.  30-2010,  003344479)
("Lawsuit B") is styled Greg Schmalz Consultants LLC vs. Ciralight Global, Inc.,
Ciralight,  Inc.  and DOES 1-25.  Lawsuit B is a suit on an open book account in
the amount of approximately  $34,000. As discussed above,  Lawsuits A and B have
been dismissed.

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.  Going forward,  Mr. Letcavage will be available to assist
and contribute to the Company in a less demanding role.

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
March 23, 2009, Terry Adams is not a Director,  since the insurance coverage has
not been obtained

                                      F-22
<PAGE>
                             CIRALIGHT GLOBAL, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                For the Year Ended December 31, 2010 and for the
                  period from February 26, 2009 (inception) to
                                December 31, 2010

13. Major Customers

Net sales for the year ended  December 31, 2010 and for the period from February
26, 2009 (inception) to December 31, 2009,  include sales to the following major
customers, together with the receivables due from those customers:

                                   Sales
                                                         For the Period from
                                                          February 26, 2009
                                Year Ended                  (inception) to
                                December 31,                  December 31,
Customer                           2010                          2009
--------                          -------                      -------
Customer A*                       143,018                           --
Customer B                        106,085                      313,402

                            Accounts Receivable as of

                                               December 31,
Customer                           2010                          2009
--------                          -------                      -------
Customer A*                         1,253                           --
Customer B                         39,911                      127,562

----------
*    Customer A was not  determined  to be a major  customer for the period from
     February 26, 2009 (inception) to December 31, 2009.

14. Subsequent Events:

The Company has performed an evaluation of subsequent  events in accordance with
ASC Topic 855.  Other than the events noted  below,  the Company is not aware of
any  subsequent  events which would  require  recognition  or  disclosure in the
financial statements.

On January 5, 2011,  the  Company  made a payment of  $200,000 to Terry Adams as
repayment of the $200,000 Mr. Adams advanced the Company on December 30,2010 for
working capital purposes.

In January 2011, 6,000 common stock shares at $0.50 per share, with an aggregate
value of $3,000, were issued for cash, resulting from sales of our stock through
a Private Placement Offering.

On February 14, 2011,  Mr. George Adams,  Sr.  advanced the company  $50,000 for
short term working capital purposes.

During March 2011,  the Company  issued  25,000 common stock shares at $0.50 per
share to Craig Arrojo pursuant to an agreement for engineering  services entered
into by the Company. The services were valued at $12,500.

During March 2011,  the Company issued 25,000 shares of common stock at $.50 per
share to
William  Robinson  Jr.,  a/k/a Smokey  Robinson,  pursuant to an  agreement  for
product  promotional  services  entered into by the Company.  The services  were
valued at $12,500.

During the first quarter of 2011, the Company  recorded the satisfaction for the
full amount of principal and accrued  interest due on the note  receivable  from
the Company's former President and Chief Executive  Officer,  Randall Letcavage.
The balance of the note, including accrued interest, was $75,454 at December 31,
2010.

During the first  quarter  of 2011,  the  Company  has  continued  to enter into
numerous  Dealer   Agreements  with  authorized   dealers  regarding  the  sale,
installation and servicing of our products.

                                      F-23