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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
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 June 30, 2010

[ ] 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:000-52686

QUANTUM SOLAR POWER
CORP.(Exact name of registrant as specified in its
charter)

|NEVADA                                                               | 27-1616811                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|3900 Paseo del Sol, Suite A311                                       |                                     
|Santa Fe, New Mexico, USA                                            | 87507                               
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
(505)-216-0725

Securities registered under Section 12(b) of the Exchange Act:
NONE.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value per Share

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by 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 to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (s. 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
  
Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not be contained, to the best of 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. [
]

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

|Large accelerated filer [ ]                                                   | Accelerated filer [ X ]      
|----------------------------------------------------------------------------- | -----------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
      reporting company) | Smaller reporting company [ ]

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was 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. $192,397,534 on the basis of the average of the bid
and ask price of the registrants common stock on December 31, 2009.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 142,516,692, as at September 10, 2010.

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|QUANTUM SOLAR POWER CORP.       
|--------------------------------
|                                
|ANNUAL REPORT ON FORM 10-K      
|FOR THE YEAR ENDED JUNE 30, 2010

|TABLE OF CONTENTS
|-----------------
|                 
|                 
|PART
      I     
|                 
|ITEM
      1.    
|ITEM
      1A.   
|ITEM
      2.    
|ITEM
      3.    
|ITEM
      4.    
|                 
|PART
      II    
|                 
|ITEM
      5.    
|ITEM
      6.    
|ITEM
      7.    
|ITEM
      7A.   
|ITEM
      8.    
|ITEM
      9.    
|ITEM
      9A.   
|ITEM
      9B.   
|                 
|PART
      III   
|                 
|ITEM
      10.   
|ITEM
      11.   
|ITEM
      12.   
|ITEM
      13.   
|ITEM
      14.   
|ITEM
      15.   
|                 
|SIGNATURES       

2

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate, "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports the Company
files with the United States Securities and Exchange Commission (the SEC).
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements.

As used in this Annual Report, the terms we, us, our,
Quantum, and the Company refer to Quantum Solar Power Corp., unless
otherwise indicated. All dollar amounts in this Annual Report are expressed in
U.S. dollars, unless otherwise indicated.

|ITEM 1. | BUSINESS.
|------- | ---------

Overview

The following discussion and analysis summarizes our plan of
operation for the next twelve months and our results of operations for the year
ended June 30, 2010. This discussion should be read in conjunction with the
Managements Discussion and Analysis or Plan of Operation.

Quantum Solar Power Corp. formerly QV, Quantum Ventures, Inc.
is a corporation formed under the laws of the State of Nevada on April 14, 2004
whose principal executive offices are located in Santa Fe, New Mexico, USA. Our
principal business is the research, development and marketing of next generation
solar power generation devices utilizing our patent pending technology (the
Next Generation Device or NGD Technology) for photovoltaic devices that do
not use silicon or other, rare earth elements. Once we have completed
development, we expect to derive substantially all revenues from royalty based
licensing arrangements.

We are a development stage company. We have not earned any
revenue to date and we do not anticipate earning revenue until we have completed
the development and testing of our NGD Technology devices. Although we have a
developed a proof of concept of the NGD Technology, we are presently in the
development stage of our business and we can provide no assurance that we will
be able to complete commercial development or successfully sell or license
products incorporating our solar power generation devices, once development and
testing is complete. We have had extremely limited operations. Our research and
development is conducted at Simon Fraser University located in Burnaby, British
Columbia, Canada (SFU) on a contractual basis. We have relied on the sale of
our securities and loans or capital infusions from our directors and officers to
fund our operations to date.

Recent Corporate Developments

Since the filing of our Quarterly Report for the fiscal quarter
ended March 31, 2010 with the SEC, we experienced the following significant
corporate developments:

Appointment and Resignation of Directors

On May 27, 2010, we increased the size of our Board of
Directors from two (2) to four (4) and appointed Robert Kramer and Huitt Tracey
to fill the vacancies created by the increase. We did not have compensation
agreements with either Mr. Kramer or Mr. Tracey.

On July 15, 2010, Robert Kramer resigned as a member of our
Board of Directors. We believe Mr. Kramer resigned as a result of a dispute
regarding his performance as a director of the Company.

3

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On July 16, 2010, Huitt Tracey resigned as a member of our
Board of Directors. Mr. Tracey resigned for personal reasons. There were no
disagreements between Mr. Tracey and the Company regarding any matter relating
to the Companys operations, policies or practices.

U.S. and Foreign Private Placement Offerings

On May 28, 2010, our Board of Directors approved two concurrent
private placements as follows:

U.S. Private Placement

Our Board of Directors approved a private placement offering of
up to 5,000,000 shares of our common stock at a price of $1.00 per share (the
U.S. Private Placement). This offering will be made to United States persons
who are accredited investors as defined in Regulation D of the Securities Act of
1933 (the Securities Act).

Foreign Private Placement

Our Board of Directors also approved a concurrent private
placement offering of up to 5,000,000 shares of our common stock at a price of
$1.00 per share (the Foreign Private Placement). This offering will be made to
persons who are not U.S. Persons as defined under Regulation S of the
Securities Act. On August 13, 2010, we issued 274,060 shares of our common stock
at a price of $1.00 per share.

We intend to use the net proceeds from these financings to
further develop our NGDTM Technology and for working capital
purposes. There is no assurance that the U.S. Private Placement or the Foreign
Private Placement will be completed on the above terms or at all.

The above does not constitute an offer to sell or a
solicitation of an offer to buy any of Quantums securities in the United
States. The securities have not been registered under the Securities Act and may
not be offered or sold within the United States or to U.S. persons unless an
exemption from such registration is available.

Dismissal and Appointment of Independent Public
Accountants

On August 9, 2010, we dismissed Jewett, Schwartz, Wolfe &
Associates (Wolf & Associates), as our independent public accountants.
Also on August 9, 2010, we appointed Davidson & Company LLP, Chartered
Accountants, ("Davidson") as our new independent registered public accounting
firm. We elected to change accounting firms because of Davidsons Canadian and
U.S. expertise. In addition, we wanted our accounting firm to be closer to its
operations in Burnaby, British Columbia, Canada.

Consultant Shares

On August 13, 2010, our Board of Directors ratified, confirmed
and approved the issuance of an aggregate of 62,632 shares of our common stock
to Caisey Harlingten. The shares were issued as part consideration for services
rendered in accordance with the terms of a business consulting agreement between
the Company and Mr. Harlingten dated April 19, 2010. Under the terms of the
business consulting agreement, Mr. Harlingten will be issued 10,000 shares every
month in consideration for his consultant services. The term of the business
consulting agreement commenced April 19, 2010 and ends April 18, 2012 and may be
terminated on 30 days notice by either party.

Stock Options

Also on August 13, 2010, our Board of Directors ratified,
confirmed and approved the granting of 50,000 fully vested stock options to
Robert Kramer, a former director of the Company pursuant to an option agreement
dated July 15, 2010 between the Company and Mr. Kramer. The options granted to
Mr. Kramer are exercisable at a price of $0.50 per share for a one-year term
expiring July 15, 2011.

Also on August 13, 2010, our board of directors ratified, confirmed
  and approved the granting of 50,000 fully vested stock options to Huitt Tracey,
  a former director of the Company pursuant to an option agreement dated July
  9, 2010 between the Company and Mr. Tracey. The options granted to Mr. Tracey
  are exercisable at a price of $0.50 per share for a one-year term expiring July
  9, 2011.

4

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Finders Agreement

On September 8, 2010, we entered into a finders fee agreement
(the Finders Fee Agreement) dated for reference August 30, 2010 with 1536476
Alberta Ltd., (the Finder), whereby the Finder will provide personal
introductions to the Company for the purposes of completing the Foreign Private Placement Offering.  The Finder agrees to only introduce non-US persons to the Company and obey all applicable securities laws in the performance of his duties.  The Finders Fee agreement is for a term of up to one year and shall continue until completion or cancellation of the private placement offering.  Under the terms of the Agreement the Finder will receive 5% of all of the proceeds generated as a result of his introductions.

General

We were incorporated on April 14, 2004 under the laws of the
State of Nevada. Our principal executive offices are located at 3900 Paseo del
Sol, Suite C09, Santa Fe, New Mexico, USA.

From 2004 to 2009 we had been engaged in the software
development business. Our business plan was to develop and commercialize the
MediFlow Software Program, a medical tracking software program that will assist
healthcare professionals in diagnosing and recommending treatment for patients.
We decided to shift our business focus to solar energy in late 2009.

We are currently in the business of developing and marketing
our NGD Technology for the production of solar energy without the need for
expensive silicon based absorber components or other rare earth elements. We
acquired the NGD Technology under the terms of the Technology Acquisition
Agreement described below. The NGD Technology which is covered by two
provisional U.S. patents differs from conventional solar technology as it does
not require expensive silicon based absorber components or other rare earth
elements. Researchers at Simon Fraser University in British Columbia, Canada
have developed and built a proof of concept prototype of a next generation
device utilizing the NGD Technology.

We are a development stage company. We have not earned any
revenue to date nor have we engaged in any licensing agreements to date. We do
not anticipate earning revenue until we have completed the development and
testing of our NGD Technology. We are presently in the development stage of our
business and we can provide no assurance that we will be able to complete
commercial development or successfully sell or license products incorporating
our solar power generation devices, once development and testing is complete. We
have limited operations. We conduct all of our research and development on a
contractual basis with Simon Fraser University. We have relied on the sale of
our securities and loans or capital infusions from our officers and directors to
fund our operations to date.

Technology Acquisition

On December 16, 2009, we entered into an agreement (the
Technology Acquisition Agreement) with Canadian Integrated Optics (IOM)
Limited, (CIO), to acquire the NGD Technology. In consideration of the NGD
Technology we issued 71,500,000 shares of our common stock and Desmond Ross
returned 47,000,000 shares to the treasury.

Under the terms of the Technology Acquisition Agreement we are
required to pay for ongoing research and development using the facilities of
Simon Fraser University (SFU) under CIOs existing research agreement (the
CIO Research Agreement) dated April 1, 2010. The CIO Research Agreement is for a term
of April 1, 2010 to July 30, 2010.

Under the terms of CIO Research Agreement (via the Technology
Acquisition Agreement) we were required to pay $195,219.00 CDN ($184,072 USD) to
SFU according to the following schedule:

|1. | $50,000 upon execution of the CIO Research Agreement;
      (which has been paid)
|-- | ---------------------------------------------------------------------------------
|2. | $48,406.33 on or by May 31, 2010; (which has been
      paid)                    
|3. | $48,406.33 on or by June 30, 2010; (which has been paid)
      and               
|4. | $48,406.33 on or by July 31, 2010 (which has been
      paid)                    

5

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CIO has entered into an amendment to this agreement extending
its term through December 31, 2010 in the amount of $310,076.

In addition we are required to pay additional charges for the
use of the clean room facilities at SFU.

NGD Technology

Our NGD Technology is a patent pending, technology and proof
of concept prototype for producing solar power without the necessity of
utilizing expensive silicon based absorber components or other rare earth
elements.

Solar cells based on the NGD Technology can reach a regime of
cost and efficiency not obtainable with conventional solar cells. As a result,
we believe our NGD Technology has the potential to enable the manufacture of
solar cells at significantly less cost per Watt than current producers.

Thin Film solar cell technologies have proven inexpensive to
manufacture but are at present only capable of efficiencies in the 10% power
conversion efficient (PCE) range. Crystalline silicon solar cells are in the
15% to 20% PCE range but are very expensive to manufacture due to the cost of
silicon processing. The reason for both these shortfalls is directly linked with
the semiconductors used in the fabrication process.

All currently available solar cell technologies rely on a
photovoltaic effect in which an incoming solar photon knocks loose a negative
charge, leaving behind a positive charge, in a semiconducting material such as
silicon. The positive and negative charges are then collected through separate
conducting layers to be delivered as current to a load. Defects within the
semiconductor layer can affect the power conversion efficiency by reducing the
voltage and the current delivered to the load. Elimination of these defects can
only occur through expensive purification and processing.

The NGD Technologys principle of operation avoids the
detrimental effects of defects within the semiconductor absorber layers by
disposing of it altogether, and thus has the potential to simultaneously satisfy
the requirements of high power conversion efficiencies and low costs. In
addition, by eliminating expensive and exotic materials and manufacturing in a
continuous rather than batch or wafer based process, we believe module costs can
be reduced well below $1 per Watt-peak (Wp), the nominal price
of a solar module widely recognized as the standard of solar commercial
enablement.

The market for solar energy has been limited by the costs of
panels and by their low efficiencies. Quantum expects that with its low cost,
high efficiency NGD that the economics of solar power will prove to be superior
to alternatives and that new and unforeseen markets will open for solar
devices.

The solar panel business has been in a high growth phase over
the past years however it is not sustainable since the growth has been
fundamentally based on the availability of tax incentives, subsidies and other
inducements. The economics of unsubsidized solar power are not attractive except
in certain niche applications where choices are limited and the high costs can
be justified.

An average crystalline silicon cell solar module has an
efficiency of 15%, an average thin film cell solar module has an efficiency of
6%. Thin film manufacturing costs potentially are lower, though. Crystalline
silicon cell technology forms about 90% of solar cell demand. The balance comes
from thin film technologies. Approximately 45% of the cost of a silicon cell
solar module is driven by the cost of the silicon wafer, a further 35% is driven
by the materials required to assemble the solar module.

Thin film manufacturer First Solar is reported in some
publications to have approximately $6 billion in contracts between 2010 and
2013. If First Solar were to have the opportunity to accept contracts worth $1
trillion and had the manufacturing capability to fulfill these contracts they
would still be inhibited and negatively governed by material availability.
According to the U.S. Geological Survey, there is enough tellurium available in
global reserves to meet only 0.02 Terawatts (TRW) of energy provision using
existing thin film technology. The same applies to San Jose, California-based
Nanosolars Indium supply. Both companies current material choices (according to
the Andrea Feltrin, Alex Freundlich Report, Photovoltaics and Nanostructures
Laboratories, Center for Advanced Materials and Physics Department, University
of Houston, Texas) limits these companies forever to sub-Gigawatt energy
production (maximum 0.02 TRW per year).

6

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Current Thin Film companies are coming close to competing
commercially with coal but the materials they use such as tellurium and indium
are very rare and capable of meeting only 0.13% of the worldwide energy demand
even if they accessed the entire worldwide reserves of these materials.

The Industry

Energy is the most critical issue of the new century. Energy is
a necessary part of the solution to all of the other great problems of our age
which include access to clean water, wholesome food, a sustainable environment,
an end to poverty, widely available education, democracy and a stable
population. The provision of electrical energy was a $1 trillion per year in
2007 and expected to grow to $2 trillion by 2025. There are a variety of ways in
which electrical energy can be generated; many involve burning fossil fuels
(coal, oil, natural gas, etc.) with the concerns regarding CO2 related climate
change this is becoming a less acceptable solution.

Renewable energy is the fastest growth segment of the
electrical generation market. Solar power may ultimately be the answer to the
energy needs of the world. In 2010, however, solar power remains ill-equipped
for prime time deployment. This is due to the costs of installing such systems
and therefore of the cost of the electrical energy they generate being much
higher than the alternatives. There are at least two easily addressed causes for
the high cost of solar, one is the costs of the panels themselves and the other
is their energy conversion efficiency.

We have developed a revolutionary and disruptive new product
solution for the conversion of solar energy to electricity.

Customers

We will not have direct interaction with end users customers.
We plan to license the NGD Technology to original equipment manufacturers
(OEMs) and derive our revenue from licensee fees and royalties from sales by
OEMs. There is no assurance that we will be able to license the technology to
OEMs or if we are able to license the technology, that OEMs will be able to
derive any revenues from which we would receive royalties.

Competition

The renewable energy, solar energy and solar module sectors are
highly competitive and continually evolving as participants strive to
distinguish themselves within their markets and compete within the larger
electric power industry. In addition, we expect to compete with future entrants
to the photovoltaic industry that offer new technological solutions. We may also
face competition from semiconductor manufacturers and semiconductor equipment
manufacturers or their customers, several of which have already announced their
intention to start production of photovoltaic cells, solar modules or turnkey
production lines. Some of these competitors may be part of larger corporations
and have greater financial resources and greater brand name recognition than we
do and may, as a result, be better positioned to adapt to changes in the
industry or the economy as a whole.

We also face competition from companies that currently offer or
are developing other renewable energy technologies (including wind, hydropower,
geothermal, biomass and tidal technologies) and other power generation sources
that burn conventional fossil fuels.

Research and Development Activities

We are currently conducting research and development on the
NGD Technology. We expended $683,238 on research and development during the
fiscal year ended June 30, 2010.

7

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Patents and Trademarks

Under the terms of the Technology Acquisition Agreement we
acquired the two US provisional patent applications listed below:

- United States Provisional Patent No. 61/287,116
- United States Provisional Patent No. 61/296,429

A third patent filing is currently being prepared. We also
intend to file for patents in others countries under the Patent Cooperation
Treaty.

Employees

We have four full time employees, two of our executive
officers, Mr. Ehrmantraut and Dr. Pattantyus-Abraham and two other full-time
employees.

Available Information

We are a reporting issuer and we file our annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act with the SEC.

The public may read and copy any materials we file with the SEC
at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549.
State that the public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC and state the address of that site (http://www.sec.gov).

Our internet address is http://www.quantumsp.com. We are currently performing
construction on our website and we are in the process of making available free
of charge on or through our Internet website, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. Until our site is fully operational we
will provide electronic copies of our filings free of charge upon request.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

If photovoltaic technology is not suitable for widespread
adoption, or if sufficient demand for solar modules does not develop or takes
longer to develop than we anticipate, we may never earn revenues or become
profitable.

The solar energy market is at a relatively early stage of
development and the extent to which solar modules will be widely adopted is
uncertain. If photovoltaic technology proves unsuitable for widespread adoption
or if demand for solar modules fails to develop sufficiently, we may be unable
to grow our business or generate sufficient net sales to sustain profitability.
In addition, demand for solar modules in our targeted may not develop or may
develop to a lesser extent than we anticipate. Many factors may affect the
viability of widespread adoption of photovoltaic technology and demand for solar
modules, including the following:

|1. | cost-effectiveness of the electricity generated by
      photovoltaic power systems compared to conventional energy sources and
      products, including conventional energy sources, such as natural gas, and
      other non-solar renewable energy sources, such as wind;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | availability and substance of government subsidies,
      incentives and renewable portfolio standards to support the development of
      the solar energy industry;                                                                                                        

8

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|3. | performance and reliability of photovoltaic systems
      compared to conventional and other non-solar renewable energy sources and
      products;                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | success of other renewable energy generation
      technologies, such as hydroelectric, tidal, wind, geothermal, solar
      thermal, concentrated photovoltaic, and biomass;                                                                              
|5. | fluctuations in economic and market conditions that
      affect the price of, and demand for, conventional and non-solar renewable
      energy sources, such as increases or decreases in the price of oil,
      natural gas and other fossil fuels; and
|6. | fluctuations in capital expenditures by end-users of
      solar modules, which tend to decrease when the economy slows and interest
      rates increase.                                                                                                 

An increase in interest rates or lending rates or tightening
of the supply of capital in the global financial markets (including a reduction
in total tax equity availability) could make it difficult for end-users to
finance the cost of a photovoltaic system and could reduce the demand for solar
modules utilizing our NGD Technology and/or lead to a reduction in the average
selling price for photovoltaic modules.

Many of potential solar technology customers will depend on
debt financing to fund the initial capital expenditure required to develop,
build and purchase a photovoltaic system. As a result, an increase in interest
rates or lending rates could make it difficult for our potential customers to
secure the financing necessary to develop, build, purchase or install a
photovoltaic system on favorable terms, or at all, and thus lower demand for our
solar modules which could limit our growth or reduce our net sales. Due to the
overall economic outlook, our end-users may change their decision or change the
timing of their decision to develop, build, purchase or install a photovoltaic
system. In addition, we believe that a significant percentage of our end-users
install photovoltaic systems as an investment, funding the initial capital
expenditure through a combination of equity and debt. An increase in interest
rates and/or lending rates could lower an investors return on investment in a
photovoltaic system, increase equity return requirements or make alternative
investments more attractive relative to photovoltaic systems, and, in each case,
could cause these end-users to seek alternative investments. A reduction in the
supply of project debt financing or tax equity investments could reduce the
number of solar projects that receive financing and thus lower demand for solar
modules.

Existing regulations and policies and changes to these
regulations and policies may present technical, regulatory and economic barriers
to the purchase and use of photovoltaic products, which may significantly reduce
demand for our solar modules.

The market for electricity generation products is heavily
influenced by foreign, federal, state and local government regulations and
policies concerning the electric utility industry, as well as policies
promulgated by electric utilities. These regulations and policies often relate
to electricity pricing and technical interconnection of customer-owned
electricity generation. In the United States and in a number of other countries,
these regulations and policies have been modified in the past and may be
modified again in the future. These regulations and policies could deter
end-user purchases of photovoltaic products and investment in the research and
development of photovoltaic technology. For example, without a mandated
regulatory exception for photovoltaic systems, utility customers are often
charged interconnection or standby fees for putting distributed power generation
on the electric utility grid. If these interconnection standby fees were
applicable to photovoltaic systems, it is likely that they would increase the
cost to our end-users of using photovoltaic systems which could make them less
desirable, thereby harming our business, prospects, results of operations and
financial condition. In addition, electricity generated by photovoltaic systems
mostly competes with expensive peak hour electricity, rather than the less
expensive average price of electricity. Modifications to the peak hour pricing
policies of utilities, such as to a flat rate for all times of the day, would
require photovoltaic systems to achieve lower prices in order to compete with
the price of electricity from other sources.

We anticipate that solar modules utilizing our technology and
their installation will be subject to oversight and regulation in accordance
with national and local ordinances relating to building codes, safety,
environmental protection, utility interconnection and metering and related
matters. It is difficult to track the requirements of individual states and
design equipment to comply with the varying standards. Any new government
regulations or utility policies pertaining to our solar modules may result in
significant additional expenses to us, our resellers and their customers and, as
a result, could cause a significant reduction in demand for our solar
modules.

9

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We face intense competition from manufacturers of
crystalline silicon solar modules, thin film solar modules and solar thermal and
concentrated photovoltaic systems; if global supply exceeds global demand, it
could lead to a reduction in the average selling price for photovoltaic
modules.

The solar energy and renewable energy industries are both
highly competitive and continually evolving as participants strive to
distinguish themselves within their markets and compete with the larger electric
power industry. Within the global photovoltaic industry, we face competition
from crystalline silicon solar module manufacturers, other thin film solar
module manufacturers and companies developing solar thermal and concentrated
photovoltaic technologies.

Even if demand for solar modules continues to grow, the rapid
expansion plans of many solar cell and module manufacturers could create periods
where supply exceeds demand.

During any such period, our competitors could decide to reduce
their sales price in response to competition, even below their manufacturing
cost, in order to generate sales. As a result our partners may be unable to sell
solar modules based on our technology at attractive prices, or for a profit,
during any period of excess supply of solar modules, which would reduce our net
sales and adversely affect our results of operations. Also, we may decide to
lower our average selling price to certain customers in certain markets in
response to competition.

Our failure to further refine our technology and develop and
introduce improved photovoltaic products could render solar modules based on our
technology uncompetitive or obsolete and reduce our net sales and market
share..

We will need to invest significant financial resources in
research and development to continue to improve our module conversion efficiency
and to otherwise keep pace with technological advances in the solar energy
industry. However, research and development activities are inherently uncertain
and we could encounter practical difficulties in commercializing our research
results. We seek to continuously improve our products and processes, and the
resulting changes carry potential risks in the form of delays, additional costs
or other unintended contingencies. In addition, our significant expenditures on
research and development may not produce corresponding benefits. In addition,
other companies could potentially develop a highly reliable renewable energy
system that mitigates the intermittent power production drawback of many
renewable energy systems, or offers other value-added improvements from the
perspective of utilities and other system owners, in which case such companies
could compete with us even if the levelized cost of electricity associated with
such new system is higher than that of our systems. Our solar modules may be
rendered obsolete by the technological advances of our competitors, which could
reduce our net sales and market share.

Our failure to protect our intellectual property rights may
undermine our competitive position and litigation to protect our intellectual
property rights or defend against third-party allegations of infringement may be
costly.

Protection of our proprietary processes, methods and other
technology is critical to our business. Failure to protect and monitor the use
of our existing intellectual property rights could result in the loss of
valuable technologies. We rely primarily on patents, trademarks, trade secrets,
copyrights and contractual restrictions to protect our intellectual property.
Our existing provisional patents and future patents could be challenged,
invalidated, circumvented or rendered unenforceable. Our pending patent
applications may not result in issued patents, or if patents are issued to us,
such patents may not be sufficient to provide meaningful protection against
competitors or against competitive technologies.

We also rely upon unpatented proprietary manufacturing expertise,
  continuing technological innovation and other trade secrets to develop and maintain
  our competitive position. While we generally enter into confidentiality agreements
  with our associates and third parties to protect our intellectual property,
  such confidentiality agreements are limited in duration and could be breached
  and may not provide meaningful protection for our trade secrets or proprietary
  manufacturing expertise. Adequate remedies may not be available in the event
  of unauthorized use or disclosure of our trade secrets and manufacturing expertise.
  In addition, others may obtain knowledge of our trade secrets through independent
  development or legal means. The failure of our patents or confidentiality agreements
  to protect our processes, equipment, technology, trade secrets and proprietary
  manufacturing expertise, methods and compounds could have a material adverse
  effect on our business. In addition, effective patent, trademark, copyright
  and trade secret protection may be unavailable or limited in some foreign countries,
  especially any developing countries into which we may expand our operations.
  In some countries we have not applied for patent, trademark or copyright protection.

10

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Third parties may infringe or misappropriate our proprietary
  technologies or other intellectual property rights, which could have a material
  adverse effect on our business, financial condition and operating results. Policing
  unauthorized use of proprietary technology can be difficult and expensive. Also,
  litigation may be necessary to enforce our intellectual property rights, protect
  our trade secrets or determine the validity and scope of the proprietary rights
  of others. We cannot assure you that the outcome of such potential litigation
  will be in our favor. Such litigation may be costly and may divert management
  attention and other resources away from our business. An adverse determination
  in any such litigation may impair our intellectual property rights and may harm
  our business, prospects and reputation. In addition, we have no insurance coverage
  against litigation costs and would have to bear all costs arising from such
  litigation to the extent we are unable to recover them from other parties.

We have yet to attain profitable operations and we will need
additional financing to fund continued development of solar energy
products.

We have incurred a net loss of $1,647,716 for the period from
inception to June 30, 2010, and have earned no revenues to date. We expect to
lose more money as we spend additional capital produce and market solar energy
products which we are licensed to do, and establish our infrastructure and
organization to support anticipated operations. We cannot be certain whether we
will ever earn a significant amount of revenues or profit, or, if we do, that we
will be able to continue earning such revenues or profit. Also, any economic
weakness may limit our ability to continue development and ultimately market our
products and services. Any of these factors could cause our stock price to
decline and result in investors losing a portion or all of their investment.
These factors raise substantial doubt that we will be able to continue as a
going concern. We have cash in the amount of approximately $70,230 as at June
30, 2010.

We presently do not have sufficient cash on hand to fund our
proposed expenditures for the next twelve months and beyond and will require
additional financing. Further marketing, production and manufacturing work will
also require additional funding in the event that our cash on hand is
insufficient for any additional work proposed. We currently do not have
sufficient arrangements for financing and we may not be able to obtain financing
when required.

Our financial statements included with this Annual Report have
been prepared assuming that we will continue as a going concern. If we are not
able to earn revenues, then we may not be able to continue as a going concern
and our financial condition and business prospects will be adversely affected.
These factors raise substantial doubt that we will be able to continue as a
going concern and adversely affect our ability to obtain additional
financing.

Our short operating history makes our business difficult to
evaluate, accordingly, we have a limited operating history upon which to base an
evaluation of our business and prospects.

Our business is in the early stage of development and we have
not generated any revenues or profit to date. We commenced our operations in
April, 2004. Because of our limited operating history, investors may not have
adequate information on which they can base an evaluation of our business and
prospects. To date, we have done the following:

|1. | Completed organizational activities;          
|-- | ----------------------------------------------
|2. | Developed a business plan;                    
|3. | Obtained interim funding;                     
|4. | Engaged consultants for professional services;
|5. | Acquired NGD Technology.                     

In order to establish ourselves as a technology supplier, we
  are dependent upon continued funding and the successful development of the NGD
  Technology and products. Failure to obtain funding for continued development
  and marketing would result in us having difficulty establishing licensing agreements
  for our technology or achieving profitability. Investors should be aware of
  the increased risks, uncertainties, difficulties and expenses we face as a development
  stage company and our business may fail and investors may lose their entire
  investment.

11

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We have a limited operating history upon which to base an
evaluation of our business and prospects. Our business and prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as renewable energy. These
risks include: the initial completion of a developed product, the demand for the
companys product, the companys ability to adapt to rapid technological change,
the level of product and price competition, the companys success in setting up
and expanding distribution channels and whether the company can develop and
market new products and control costs.

To address these risks, we must successfully implement our
business plan and marketing strategies. We may not successfully implement all or
any of our business strategies or successfully address the risks and
uncertainties that we encounter. We have no history of earning revenues and
there is no assurance that we will be able to generate revenues from sales or
that the revenues generated will exceed the operating costs of our business.

Operating results are difficult to predict, with the result
that we may not achieve profitability and our business may fail.

Our future financial results are uncertain due to a number of
factors, many of which are outside our control. These factors include:

|1. | Our ability to successfully license our technology to
      OEMs and the ability of licensees to attract customers;
|-- | --------------------------------------------------------------------------------------------------------------------
|2. | Our ability to generate revenue through the licensing of
      the NGD Technology;                                 
|3. | The amount and timing of costs relating to expansion of
      our operations;                                       
|4. | The announcement or introduction of competing
      distributors and products of competitors; and                   
|5. | General economic conditions and economic conditions
      specific to the solar power generation.                   

We believe that we can compete favorably on these factors.
However, we will have no control over how successful our competitors are in
addressing these factors. These factors could negatively impact on our financial
results, with the result that we may not achieve profitability and our business
may fail.

We will require additional financing and may not be able to
continue operations if additional financing is not obtained.

As of June 30, 2010, we had cash in the amount of $70,230. Our
total expenditures over the next twelve months are anticipated to be
approximately $2,000,000, the majority of which is due to the development and
marketing of our products and general, legal, accounting and administrative
expenses associated with our reporting obligations under the Exchange Act.
Depending on the success of our initial marketing efforts, we estimate that we
will require further funding to implement an advertising campaign to establish
and enhance awareness of our products.

The accompanying financial statements have been prepared
assuming that we will continue as a going concern. As discussed in Note 1 of our
June 30, 2010 financial statements, we are in the development stage of
operations, have had losses from operations since inception, and have
insufficient working capital available to meet ongoing financial obligations
over the next fiscal year. After the twelve month period, we will require
additional financing for any operational expenses and to pursue our plan of
operation. We will require additional capital and financing in order to continue
otherwise our business will fail. We have no agreements for additional financing
and there can be no assurance that additional funding will be available to us on
acceptable terms in order to enable us to complete our plan of operation.

We will depend on recruiting and retaining qualified
personnel and the inability to do so would seriously harm our business.

Our success is dependent in part on the services of certain key
  management personnel, including Daryl J. Ehrmantraut, our Chief Executive Officer
  and President, Graham R. Hughes, our Chief Financial Officer, Secretary and
  Treasurer, and Dr. Andras Pattantyus-Abraham, our Chief Technology Officer.
  We have an employment agreement with Mr. Ehrmantraut. We do not have employment
  agreements with Mr. Hughes or Dr. Pattantyus-Abraham.

12

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We do not have any employment agreements with any third parties
  providing services to us. The experience of these individuals is an important
  factor contributing to our success and growth and the loss of one or more of
  these individuals could have a material adverse effect on our company. Our future
  success also depends on our attracting, retaining and motivating highly skilled
  personnel and we may be unable to retain our key personnel or attract, assimilate
  or retain other highly qualified personnel in the future.

We may also experience difficulty in hiring and retaining
highly skilled consultants with appropriate qualifications. We are materially
dependent on our financial consultant. If we are unable to retain the services
of this consultant, or if we are unable to attract a qualified employee or
financial consultant, we may be unable to prepare financial statements, which
could cause our business to fail. Even if we invest significant resources to
recruit, train and retain qualified personnel, we may not be successful in our
efforts.

We may become liable for defects or patent disputes that
arise and this could negatively affect our business.

We may become liable for any defects that exist in the NGD
Technology, or any patent disputes. If we are deemed to be liable for any
defects or licensing issues, this will have a material adverse impact on our
financial condition and results of operation.

Because we are significantly smaller and less established we
may lack the financial resources necessary to compete effectively and sustain
profitability.

Our future success depends on our ability to compete
effectively with other distributors of other solar technology. Many of these
competitors are more established, offer more products, services and features,
have a greater number of clients, locations, and employees, and also have
significantly greater financial, technical, marketing, public relations, name
recognition, and other resources than we have. While our objective is to
continue to develop our technology, if we do not compete effectively with
current and future competitors, we may not generate enough revenue to be
profitable. Any of these factors could cause our stock price to decline and
result in investors losing a portion or all of their investment. Increased
competition may result in increased operating costs and the inability to
generate revenues, any one of which could materially adversely affect our
business, results of operations and financial condition. Many of our current and
potential competitors have significantly greater financial, marketing, customer
support, technical and other resources than us. As a result, such competitors
may be able to attract potential customers away from us, and they may be able to
devote greater resources to the development and promotion of their products than
we can.

We do not intend to pay dividends in the near
future.

We have not declared any dividends and we do not plan to
declare any dividends in the foreseeable future. Our board of directors
determines whether to pay dividends on our issued and outstanding shares. The
declaration of dividends will depend upon our future earnings, our capital
requirements, our financial condition and other relevant factors. The Nevada
Revised Statutes, however, do prohibit us from declaring dividends where, after
giving effect to the distribution of the dividend:

|1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                             
|2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      stockholders who have preferential rights superior to those receiving the
      distribution.

Our board does not intend to declare any dividends on our
shares for the foreseeable future.

Our business is exposed to foreign currency fluctuations
causing negative changes in exchange rates to result in greater costs.

A portion of our expenses and capital spending will be transacted
  in Canadian dollars. We do not have a foreign currency hedging program in place.
  Due to the unpredictable behavior of foreign currency exchange rate fluctuations
  we cannot assure that this will not have a material adverse impact on our financial
  condition and results of operation.

13

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There may be a greater risk of fraud on the NASD-OTC
Bulletin Board.

OTC Bulletin Board securities are not regulated as closely as
securities listed on exchanges. Dealers may dominate the market and set prices
that are not based on competitive forces. Individuals or groups may create and
control the sudden, sharp increase of price and trading volume and the equally
sudden collapse of market prices. While there is regulation of the NASD-OTC
Bulletin Board, it is not as comprehensive as the regulation of the listed
exchange. If this should occur, the value of an investment in our common stock
could decline significantly.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the quotation price of our common
stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

14

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|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.

|ITEM 2. | PROPERTIES.
|------- | -----------

Our principal office is located at Suite A311 (contracted as
Suite C-18), 3900 Paseo Del Sol, Santa Fe, New Mexico, 87507 USA. We have a one
year lease and pay $355 per month. The lease is set to expire July 31, 2011.

Our principal office was located at Suite C-09, 3900 Paseo Del
Sol, Santa Fe, New Mexico, 87507 USA. We had a one year lease and paid $700 per
month. The lease was set to expire January 31, 2011. We vacated this suite on
July 31, 2010.

We also rent additional office space located at Suite #35,
located in the Guinness Tower, 3rd Floor at 1055 West Hastings
Street, Vancouver, British Columbia, V6E 2E9 Canada. We have a six month lease
and pay $1,595 per month. The lease is set to expire on February 28, 2011 with
an option to renew for an additional six months.

Our property is adequate, suitable, has enough capacity to
operate our business and is in good condition. We own no real estate holdings
and we have no policy to acquire assets for possible capital gain or income.

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
|------- | ---------------------------------------------------------

None.

15

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PART II

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

Quotations for our common stock are currently on the
Over-The-Counter Bulletin Board (the OTC Bulletin Board) under the symbol
"QSPW." The following is the high and low bid information for our common stock
during each fiscal quarter of our last two fiscal years.

|QUARTER         | HIGH ($) | LOW ($)
|--------------- | -------- | -------
|1stQuarter 2008 | 5.45     | 4.30   
|2ndQuarter 2008 | 0        | 0      
|3rdQuarter 2008 | 1.50     | 0.51   
|4thQuarter 2008 | 0        | 0      
|1stQuarter 2009 | 0        | 0      
|2ndQuarter 2009 | 0        | 0      
|3rdQuarter 2009 | 2.00     | 0      
|4thQuarter 2009 | 0        | 0      

The high and low bid price information provided above was
obtained from the OTC Bulletin Board. The market quotations provided reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions.

Holders of Our Common Stock

As of August 31, 2010, there were 142,516,692 shares of our
common stock issued and outstanding that are held of record by 46 registered
stockholders. We believe that a number of stockholders hold stock on deposit
with their brokers or investment bankers registered in the name of stock
depositories.

Performance Graph



The performance graph above shows the total stockholder return
  of investment made on June 30, 2008 for our common stock, the NASDAQ composite
  and the Russell 3000 Technology. All values assume reinvestment of the full
  amount of all dividends. We have selected the Russell 3000 Technology index
  for comparison purposes, as we do not believe we can reasonably identify an
  appropriate peer group index. The comparisons show in the graph below is not
  indicative of, nor is it intended to forecast, the future performance of our
  common stock.

16

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Dividends

We have not declared any dividends on our common stock since
our inception. There are no dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of Incorporation or Bylaws. Our
governing statute, Chapter 78 of the Nevada Revised Statute (NRS), does
provide limitations on our ability to declare dividends. Section 78.288 of the
NRS prohibits us from declaring dividends where, after giving effect to the
distribution of the dividend:

|(a) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the time of distribution, to satisfy the preferential rights
      upon dissolution of stockholders who may have preferential rights and
      whose preferential rights are superior to those receiving the distribution
      (except as otherwise specifically allowed by our Articles of
      Incorporation).

Recent Sales of Unregistered Securities

On April 21, 2010, we issued 280,000 shares of our common stock
at a price of $2.00 per share. These shares were issued in reliance on
Regulation S of the Securities Act. The subscribers represented that they were
not a U.S. Person as defined under Regulation S of the Securities Act and that
they acquiring the shares for an investment purpose.

On August 13, 2010, we issued 62,632 shares of our common stock
a consultant, pursuant to the terms of a business consulting agreement between
the Company and the consultant dated April 19, 2010. These shares were issued in
reliance on Regulation S of the Securities Act. The consultant represented that
he was not a U.S. Person as defined under Regulation S of the Securities
Act.

On August 13, 2010, we issued 50,000 shares to Daryl J.
Ehrmantraut, our President and Chief Executive Officer as a quarterly bonus as
determined by the Board of Directors. The shares were issued in reliance on
Section 4(2) of the Securities Act.

On August 13, 2010, we issued 274,060 shares of our common
stock at a price of $1.00 per share. These shares were issued in reliance on
Regulation S of the Securities Act. The subscribers represented that they were
not a U.S. Persons as defined under Regulation S of the Securities Act.

Also on August 13, 2010, our board of directors ratified,
confirmed and approved the granting an aggregate of 100,000 fully vested stock
options to two former directors of the Company The options granted to the former
directors are exercisable at a price of $0.50 per share for a one-year term
expiring July 9, 2011 and July 15, 2011.

|ITEM 6. | SELECTED FINANCIAL DATA.
|------- | ------------------------

|                                    |   | June 30, | 
|----------------------------------- | - | -------- | 
|                                    |   | 2010     | 
|Sales                               | $ | Nil      | 
|Gross Profit                        | $ | Nil      | 
|Net Income                          | $ | Nil      | 
|Net Income Per
      Share, diluted | $ | Nil      | 

17

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|                                            |   | June 30,   |  
|------------------------------------------- | - | ---------- | -
|                                            |   | 2010       |  
|Revenues                                    |   | -          |  
|Operating Expenses                          | $ | 1,360,963  |  
|Net Loss                                    | $ | (1,360,963 | )
|Net Loss Per
      Share, basic and diluted | $ | (0.01      | )

For the period from inception on April 14, 2004 to June 30, 2010, we have not earned any operating revenue. We had an accumulated net loss of $1,647,716 from the period of inception to June 30, 2010.  We incurred total expenses of $1,541,716 from inception to June 30, 2010.

|                     |   | June 30,  |  
|-------------------- | - | --------- | -
|                     |   | 2010      |  
|Working Capital      | $ | (391,425  | )
|Total Assets         | $ | 1,662,213 |  
|Stockholders Equity | $ | 1,184,544 |  

As of June 30, 2010, we had cash on hand of $70,230. Since our
inception, we have used our common stock to raise money for our operations and
for our acquisition. We have not attained profitable operations and are
dependent upon obtaining financing to pursue our plan of operation. For these
reasons, our auditors stated in their report to our audited financial statements
for the year ended June 30, 2010, that there is substantial doubt that we will
be able to continue as a going concern.

We have no revenues to date from our inception. We anticipate
continuing to rely on equity sales of our common stock in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to our existing stockholders. There is no assurance that we will
achieve any of additional sales of our equity securities or arrange for debt or
other financing for to fund our planned business activities.

|ITEM 7. | MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------------------

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the year
ended June 30, 2010 and changes in our financial condition from June 30, 2009.

If we can obtain sufficient financing we intend to continue the
final development of our NGD Technology, and identify and engage original
equipment manufacturers (OEMs) interested in licensing our technology. We
anticipate that the licensing agreements will be between us and OEMs with the
expertise and facilities required to mass manufacture solar cells based on our
NGD Technology and that the OEMs will distribute the solar cells worldwide
using their existing sales and marketing channels and at their expense. The cost
of manufacture will be solely the responsibility of the OEMs. We expect to
receive revenue on royalties based on the number of cells produced by the OEMs.
This business model should allow us to maximize capital resources available at
startup and through our OEM licensees positively address the demand for high
efficiency solar cell devices. This business model should enable us to increase
revenues and create brand recognition without the time, capital and risk
associated with manufacturing plant construction.

There is no assurance that we will be able to obtain sufficient
financing to proceed with our plan of operation.

RESULTS OF OPERATION

For the period from inception on April 14, 2004 to June 30, 2010, we have not earned any operating revenue. We had an accumulated net loss of $1,647,716 since inception. We incurred total operating expenses of $1,541,716 since inception.

18

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We have not earned any revenues since inception. We do not
anticipate earning revenues until such time as we complete further development
of, and enter into licensing agreements for our NGD Cell Technology. We are
presently in the development stage of our business and we can provide no
assurance that we will be able to generate revenues from sales of our product or
that the revenues generated will exceed the operating costs of our business.

Administrative Expenses

We have incurred administrative expenses in the amount of
$1,647,716 for the period from April 14, 2004 (inception) to June 30, 2010.
Administrative expenses for this period included the following expenses:

|Administrative Expenses       |   | June 30   |  |   | Inception (April 14, | 
|----------------------------- | - | --------- |  | - | -------------------- | 
|                              |   | 2010      |  |   | 2009                 | 
|                              |   |           |  |   |                      | 
|Amortization of Equipment     | $ | 556       |  |   | -                    | 
|Amortization of Patents       |   | 38,370    |  |   | -                    | 
|General And Administrative    |   | 269,693   |  |   | 28,747               | 
|Impairment loss on Equipment  |   | -         |  |   | -                    | 
|Professional Fees             |   | 209,397   |  |   | -                    | 
|Research and Development      |   | 683,238   |  |   | -                    | 
|Stock Based Compensation      |   | 159,709   |  |   | -                    | 
|Total Administrative Expenses | $ | 1,360,963 |  | $ | 28,747               | 

Our administrative expenses for the fiscal year ended 2010 have
increased as a result of increased operations in the development of our
NGDTMTechnology. This has resulted in increased research and
development activities and general and administrative expenses. All expenses
increased from fiscal 2009 to 2010. Professional fees related to the acquisition
of the NGDTMTechnology and meeting our ongoing reporting
requirements with the Securities and Exchange Commission.

We anticipate our operating expenses will increase as we
undertake our plan of operation. The increase will be attributable to our
development, of our NGD solar cell technology. We also anticipate our ongoing
operating expenses will also increase as a result of our ongoing reporting
requirements under the Exchange Act.

Net Loss

We incurred a loss in the amount of $1,647,716  for the period
from inception to June 30, 2010. Our loss was attributable to the costs of
operating expenses which primarily consisted of research and development costs,
general and administrative expenses and professional fees paid in connection
with acquiring our assets, preparing and filing our Current, Quarterly and
Annual Reports.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                                  |   |                        |   |   |                        |   |  | Percentage           | 
|--------------------------------- | - | ---------------------- | - | - | ---------------------- | - |  | -------------------- | 
|                                  |   | At
      June 30, 2010 |   |   | At
      June 30, 2009 |   |  | Increase /(Decrease) | 
|Current Assets                    | $ | 86,244                 |   | $ | 13,247                 |   |  | 551.0%               | 
|Current Liabilities               |   | (477,669               | ) |   | (7,500                 | ) |  | 6,268.9%             | 
|Working Capital Surplus (Deficit) | $ | (391,425               | ) | $ | 5,747                  |   |  | (6,910.9)%           | 

19

---

|                        |   |                        |   |   |                        |   |  | Percentage          | 
|----------------------- | - | ---------------------- | - | - | ---------------------- | - |  | ------------------- | 
|                        |   | At
      June 30, 2009 |   |   | At
      June 30, 2008 |   |  | Increase / Decrease | 
|Current Assets          | $ | 13,247                 |   | $ | 41,994                 |   |  | (68.5)%             | 
|Current Liabilities     |   | (7,500                 | ) |   | (7,500                 | ) |  | n/a                 | 
|Working Capital Surplus | $ | 5,747                  |   | $ | 34,494                 |   |  | (83.3)%             | 

|Cash Flows                                    |   |                     |   |   |                     |   |   |                     |  
|--------------------------------------------- | - | ------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                              |   | Year Ended          |   |   | Year Ended          |   |   | Year Ended          |  
|                                              |   | June
      30, 2010 |   |   | June
      30, 2009 |   |   | June
      30, 2008 |  
|Cash Flows used in Operating Activities       | $ | (590,754            | ) | $ | (28,747             | ) | $ | (66,032             | )
|Cash Flows used in Investing Activities       |   | (3,336              | ) |   | -                   |   |   | -                   |  
|Cash Flows provided by Financing Activities   |   | 651,073             |   |   | -                   |   |   | 200,000             |  
|Net Increase (decrease) in Cash During Period | $ | 56,983              |   | $ | (28,747             | ) | $ | 33,968              |  

As at June 30, 2010, we had cash of $70,230 and a working
capital deficit of $391,425.

The change in our working capital at June 30, 2010 from our
year ended June 30, 2009 are primarily a result of the increases in accounts
payable and accrued liabilities, subscriptions received in advance and our
revolving line of credit with CIO. The increase in our cash used during the
period ended on June 30, 2010, from the comparable periods of the preceding
fiscal years are due to the cost of our acquisition of the NGDTMTechnology and our professional fees related to the acquisition thereto
and the preparation of our current, quarterly and annual reports filed on Forms
8-K, 10-Q and 10-K respectively, with the SEC and from the fact that we had no
revenue on June 30, 2010.

The decreases in our working capital at June 30, 2009 from our
year ended June 30, 2008 are primarily a result of the increased proceeds from
issuance of common stock. The increase in our cash used during the period ended
on June 30, 2009, from the comparable periods of the preceding fiscal years are
due to the cost of our acquisition of a license agreement since terminated and
our professional fees related to the acquisition thereto and from the fact that
we had no revenue on June 30, 2009.

Future Financings

As of June 30, 2010, we had cash on hand of $70,230. Since our
inception, we have used our common stock to raise money for our operations and
for our acquisition. We have not attained profitable operations and are
dependent upon obtaining financing to pursue our plan of operation. For these
reasons, our auditors stated in their report to our audited financial statements
for the year ended June 30, 2010, that there is substantial doubt that we will
be able to continue as a going concern.

We have no revenues to date from our inception. We anticipate
continuing to rely on equity sales of our common stock in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to our existing stockholders. There is no assurance that we will
achieve any of additional sales of our equity securities or arrange for debt or
other financing for to fund our planned business activities.

U.S. and Foreign Private Placement Offerings

On May 28, 2010, our Board of Directors approved two concurrent
private placements as follows:

U.S. Private Placement

Our Board of Directors approved a private placement offering of
up to 5,000,000 shares of our common stock at a price of $1.00 per share (the
U.S. Private Placement). This offering will be made to United States persons
who are accredited investors as defined in Regulation D of the Securities
Act.

20

---

Foreign Private Placement

Our Board of Directors also approved a concurrent private
placement offering of up to 5,000,000 shares of our common stock at a price of
$1.00 per share (the Foreign Private Placement). This offering will be made to
persons who are not U.S. Persons as defined under Regulation S of the
Securities Act. As of September 3, 2010, we have issued 274,060 shares for
proceeds of $274,060.

We intend to use the net proceeds from these financings to
further develop its NGDTM Technology and for working capital
purposes. There is no assurance that the U.S. Private Placement or the Foreign
Private Placement will be completed on the above terms or at all.

The above does not constitute an offer to sell or a
solicitation of an offer to buy any of Quantums securities in the United
States. The securities have not been registered under the Securities Act and may
not be offered or sold within the United States or to U.S. persons unless an
exemption from such registration is available.

Significant Trends, Uncertainties and Challenges

We believe that the significant trends, uncertainties and
challenges that directly or indirectly affect our financial performance and
results of operations include:

- Our ability to achieve module efficiencies and other performance targets,
  and to obtain necessary or desired certifications for our photovoltaic
  modules, in a timely manner;
- Our ability to license the technology to effective manufacturers and/or
  distributers;
- Our ability to achieve projected operational performance and cost metrics;
- Our ability to consummate strategic relationships with key partners,
  including original equipment manufacturer (OEM) customers, system integrators,
  value added resellers and distributors who deal directly with manufacturers
  and end-users.
- The effect that currency fluctuations may have on our capital equipment
  purchases, manufacturing costs and the price of our planned photovoltaic
  modules;
- Changes in the supply and demand for photovoltaic modules as well as
  fluctuations in selling prices for photovoltaic modules worldwide;
- Our ability to raise additional capital on terms favorable to us;
- Our future strategic partners expansion of their manufacturing facilities,
  operations and personnel; and
- Our ability and the ability of our distributors, suppliers and customers to
  manage operations and orders during financial crisis and financial downturn.

Contractual Obligations

|Contractual Obligations    | Payments Due By Period
|-------------------------- | ----------------------
|Total                      | Less than 1 Year      
|Research Agreement         | $310,076              
|Revolving Credit Agreement | $18,713               

21

---

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are included in the Notes to
our Financial Statements contained in this Annual Report on Form 10-K.

|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|-------- | -----------------------------------------------------------------

Foreign Currency Exchange Risk

The Company is actively engaged in research and development
activities internationally and is exposed to foreign currency risk. We currently
conduct significant research and development operations on a contractual basis
at Simon Fraser University in British Columbia, Canada.

We do not hold any derivative instruments and do not engage in
any hedging activities. Because most of our purchases and sales will made in
Canadian dollars, any exchange rate change affecting the value of the in
Canadian dollar relative to the U.S. dollar could have an effect on our
financial results as reported in U.S. dollars. If the Canadian dollar were to
depreciate against the U.S. dollar, amounts reported in U.S. dollars would be
correspondingly reduced. If the in Canadian dollar were to appreciate against
the U.S. dollar, amounts reported in U.S. dollars would be correspondingly
increased.

Although our reporting currency is the U.S. dollar, we may
conduct business and incur costs in the local currencies of other countries in
which we may operate, make sales and buy materials. As a result, we are subject
to currency translation risk. Further, changes in exchange rates between foreign
currencies and the U.S. dollar could affect our future net sales and cost of
sales and could result in exchange losses.

We cannot accurately predict future exchange rates or the
overall impact of future exchange rate fluctuations on our business, results of
operations and financial condition.

Interest Rate Risk

Our exposure to market risks for changes in interest rates
relates primarily to our cash equivalents. This can also have an effect on the
ability of manufacturers and consumers to obtain sufficient financing to
license, manufacture, distribute or purchase a device using our technology.

Commodity and Component Risk

Failure to receive timely delivery of production tools by our
future licensees equipment suppliers could delay manufacturing capacity and
materially and adversely affect our results of operations and financial
condition in future periods. The failure of any suppliers to perform could
disrupt our future licensees supply chain and impair our operations.

If delivery of production tools or raw materials are not made
on schedule or at all, then our licensees might be unable to carry out our
commercialization and manufacturing plans, produce photovoltaic modules in the
volumes and at the times that we expect or generate sufficient revenue from
operations, and our business, results of operations and financial condition
could be materially and adversely affected.

Credit Risk

We currently do not hold financial instruments that subject us
to credit risk.

22

---

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA.
|------- | --------------------------------------------------

Index to Financial Statements

|1. | Reports of Independent Registered Public Accounting
      Firms:               
|-- | -------------------------------------------------------------------------------
|   |                                                                                
|2. | Audited Financial Statements for the year ended June 30,
      2010, including:

| | a. | Balance Sheets as at June 30, 2010 and 2009;                                                                                      
| | -- | ----------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                   
| | b. | Statements of Operations for the years ended June 30,
      2010, 2009 and 2008 and accumulated from inception to June 30,
  2010;
| |    |                                                                                                                                   
| | c. | Statements of Cash Flows for the years ended June 30,
      2010, 2009 and 2008 and accumulated from inception to June 30,
  2010;
| |    |                                                                                                                                   
| | d. | Statement of Stockholders Equity (Deficit) for the
      period from inception to June 30, 2010; and                             
| |    |                                                                                                                                   
| | e. | Notes to the Financial
Statements.                                                                                                

23

---

QUANTUM SOLAR POWER CORP. 
  (A Development Stage
  Company)

CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in United
  States dollars)

JUNE 30, 2010

---

|DAVIDSON & COMPANY LLP |                       |                                             | 
|---------------------- | --------------------- | ------------------------------------------- | 
|                       | Chartered Accountants | A Partnership of Incorporated Professionals

REPORT OF INDEPENDENT REGISTERED PUBLIC
  ACCOUNTING FIRM

|To the Stockholders and Board of Directors of
|---------------------------------------------
|Quantum Solar Power Corp.                    
|(A Development Stage Company)                

We have audited the accompanying
  consolidated balance sheet of Quantum Solar Power Corp. and Subsidiary
  (theCompany) as of June 30, 2010, and the related consolidated statements of
  operations, stockholders' equity, and cash flows for the year ended June 30,
  2010 and for the period from April 14, 2004 (Inception) to June 30, 2010.
  Quantum Solar Power Corp.'s management is responsible for these financial
  statements. Our responsibility is to express an opinion on these consolidated
  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. 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 consolidated financial
  statements referred to above present fairly, in all material respects, the
  financial position of the Company as of June 30, 2010, and the results of its
  operations and its cash flows for the year ended June 30, 2010 and for the
  period from April 14, 2004 (Inception) to June 30, 2010 in conformity with
  accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming that the Company will continue as a going concern. As
  discussed in Note 1 to the consolidated financial statements, the Company
  generated negative cash flows from operating activities during the past year.
  The Company has a working capital deficiency of approximately $391,425 and an
  accumulated deficit of approximately $1,647,716 for the year ended June 30,
  2010. This raises substantial doubt about the Company's ability to continue as a
  going concern. The financial statements do not include any adjustments that
  might result from the outcome of this uncertainty.

We also have audited, in accordance with
  the standards of the Public Company Accounting Oversight Board (United States),
  the Companys internal control over financial reporting as of June 30, 2010,
  based on criteria established inInternal
    Control-Integrated Frameworkissued by the
      Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
      report dated September 13, 2010 expressed an adverse opinion on the Companys
      internal control over financial reporting because of material
      weaknesses.

|                   | **DAVIDSON****& COMPANY LLP**
|------------------ | -------------------------------
|                   |                                
|Vancouver, Canada  | Chartered Accountants          
|                   |                                
|September 13, 2010 |                                



---

|DAVIDSON & COMPANY LLP |                       |                                             | 
|---------------------- | --------------------- | ------------------------------------------- | 
|                       | Chartered Accountants | A Partnership of Incorporated Professionals

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

|To the Stockholders and Board of Directors of
|---------------------------------------------
|Quantum Solar Power Corp.                    
|(A Development Stage Company)                

We have audited the internal control over financial reporting
  of Quantum Solar Power Corp. and Subsidiary (the Company) as of June 30, 2010,
  based on criteria established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
  Commission (COSO). The Companys management is responsible for maintaining
  effective internal control over financial reporting and for its assessment of
  the effectiveness of internal control over financial reporting included in the
  accompanying Managements Report on Internal Control Over Financial Reporting.
  Our responsibility is to express an opinion on the Companys internal control
  over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in
  all material respects. Our audit included obtaining an understanding of internal
  control over financial reporting, assessing the risk that a material weakness
  exists, and testing and evaluating the design and operating effectiveness of
  internal control based on the assessed risk. Our audit also included performing
  such other procedures as we considered necessary in the circumstances. We
  believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a
  process designed to provide reasonable assurance regarding the reliability of
  financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles. A
  companys 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 the
  assets of the company; (2) provide reasonable assurance that transactions are
  recorded as necessary to permit preparation of financial statements in
  accordance with generally accepted accounting principles, and that receipts and
  expenditures of the company are being made only in accordance with
  authorizations of management and directors of the company; and (3) provide
  reasonable assurance regarding prevention or timely detection of unauthorized
  acquisition, use, or disposition of the companys assets that could have a
  material effect on the financial statements.

Because of the 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.

A material weakness is a deficiency, or combination of
  deficiencies, in internal control over financial reporting, such that there is a
  reasonable possibility that a material misstatement of the Companys annual or
  interim financial statements will not be prevented or detected on a timely
  basis. The following material weaknesses have been identified and included in
  managements assessment: Management concluded that the Companys entity-level
  controls related to the control environment, control activities, and monitoring
  functions have not been designed adequately. With respect to the control
  environment, control activities, and monitoring functions, management determined
  that these material weaknesses were primarily attributable to a lack of
  formalized policies and procedures, lack of independent directors and audit
  committee, lack of segregation of duties in the expenditure cycle, lack of
  controls to monitor financial reporting, lack of formalized accounting approval
  and review procedures, and a lack of compliance and internal control function.
  These material weaknesses contributed to the other material weaknesses described
  below as well as to an environment where there is a reasonable possibility that
  a material misstatement of the Companys annual or interim financial statements
  will not be prevented or detected on a timely basis. Management also concluded
  that inadequate segregation of duties and independent review have resulted in
  ineffective controls in the expenditures, financial closing and reporting and
  treasury processes. These material weaknesses were considered in determining the
  nature, timing, and extent of audit tests applied in our audit of the
  consolidated financial statements as of and for the year ended June 30, 2010 of
  the Company, and this report does not affect our report on those financial
  statements.



---

In our opinion, because of the effect of the material
  weaknesses identified above on the achievement of the objectives of the control
  criteria, the Company has not maintained effective internal control over
  financial reporting as of June 30, 2010, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of
  Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the
  Public Company Accounting Oversight Board (United States), the consolidated
  balance sheets of the Company as of June 30, 2010, and the related consolidated
  statements of operations and comprehensive loss, stockholders equity and cash
  flows for the year then ended and our report dated September 13, 2010 expressed
  an unqualified opinion.

|                   | **DAVIDSON** **& COMPANY LLP**
|------------------ | --------------------------------
|                   |                                 
|Vancouver, Canada  | Chartered Accountants           
|                   |                                 
|September 13, 2010 |                                 

---

Report of Independent Registered Public Accounting Firm

To The Stockholders and Board of Directors  
of Quantum Solar Power Corp.

We have audited the accompanying consolidated balance sheet of Quantum Solar Power Corp. (A Development Stage Company) as of June 30, 2009 and the related consolidated statements of operations, changes in consolidated stockholders equity and cash flows for the years ended June 30, 2009 and 2008. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit 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.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Quantum Solar Power Corp. as of June 30, 2009, and the results of its operations and its cash flows for the years ended June 30, 2009 and 2008 in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As more fully described in Note 1, the Companys need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans as to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Jewett, Schwartz, Wolfe & Associates

Jewett, Schwartz, Wolfe & Associates

Hollywood, Florida 
  October 20, 2009

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY
|----------------------------------------
|(A Development Stage Company)           
|CONSOLIDATED BALANCE SHEETS             
|(Expressed in United States dollars)    

|                                                                                                                                                                                                    |   |            |   |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | -------- | -
|                                                                                                                                                                                                    |   | June 30,   |   |   | June 30  |  
|                                                                                                                                                                                                    |   | 2010       |   |   | 2009     |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|ASSETS                                                                                                                                                                                              |   |            |   |   |          |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Current                                                                                                                                                                                             |   |            |   |   |          |  
|Cash                                                                                                                                                                                                | $ | 70,230     |   | $ | 13,247   |  
|Receivables                                                                                                                                                                                         |   | 4,638      |   |   | -        |  
|Prepaid expenses                                                                                                                                                                                    |   | 11,376     |   |   | -        |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Total Current Assets                                                                                                                                                                                |   | 86,244     |   |   | 13,247   |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Equipment(Note 3)                                                                                                                                                                                   |   | 2,780      |   |   | -        |  
|Patents(Note 4)                                                                                                                                                                                     |   | 1,573,189  |   |   | -        |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Total Assets                                                                                                                                                                                        | $ | 1,662,213  |   | $ | 13,247   |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                |   |            |   |   |          |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Current                                                                                                                                                                                             |   |            |   |   |          |  
|Accounts payable and
      accrued liabilities                                                                                                                                                      | $ | 382,456    |   | $ | 7,500    |  
|Subscriptions received in advance (Note
      6)                                                                                                                                                    |   | 76,500     |   |   | -        |  
|Line of credit (Note 5)                                                                                                                                                                             |   | 18,713     |   |   | -        |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Total Liabilities                                                                                                                                                                                   |   | 477,669    |   |   | 7,500    |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Stockholders equity                                                                                                                                                                                |   |            |   |   |          |  
|Preferred stock, $0.001 par
      value 10,000,000 shares authorized 
                   
      no shares issued and outstanding                                                                    |   |            |   |   |          |  
|Common stock,
      $0.001 par value 400,000,000 shares authorized and 142,130,000 
                   
      (2009  117,300,000) shares issued and outstanding as of June 30, 2010
      (Note 6) |   | 142,130    |   |   | 115      |  
|Commitment to issue shares (Note 6)                                                                                                                                                                 |   | 112,632    |   |   | -        |  
|Additional paid in
      capital (Note 6)                                                                                                                                                           |   | 2,577,498  |   |   | 292,385  |  
|Accumulated deficit during the
      development stage                                                                                                                                              |   | (1,647,716 | ) |   | (286,753 | )
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Total Stockholders Equity                                                                                                                                                                          |   | 1,184,544  |   |   | 5,747    |  
|                                                                                                                                                                                                    |   |            |   |   |          |  
|Total
      Liabilities and Stockholders Equity                                                                                                                                                    | $ | 1,662,213  |   | $ | 13,247   |  

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

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY
|----------------------------------------
|(A Development Stage Company)           
|CONSOLIDATED STATEMENTS OF OPERATIONS   
|(Expressed in United States dollars)    

|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|---------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | -------------- | -
|                                                     |   |             |   |   |             |   |   |             |   |   | For the Period |  
|                                                     |   |             |   |   |             |   |   |             |   |   | From April 14, |  
|                                                     |   | For the     |   |   | For the     |   |   | For the     |   |   | 2004           |  
|                                                     |   | Year Ended  |   |   | Year Ended  |   |   | Year Ended  |   |   | (Inception)    |  
|                                                     |   | June 30,    |   |   | June 30,    |   |   | June 30,    |   |   | to June 30,    |  
|                                                     |   | 2010        |   |   | 2009        |   |   | 2008        |   |   | 2010           |  
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|OPERATING EXPENSES                                   |   |             |   |   |             |   |   |             |   |   |                |  
|Amortization of equipment                            | $ | 556         |   | $ | -           |   | $ | -           |   | $ | 556            |  
|Amortization of patents                              |   | 38,370      |   |   | -           |   |   | -           |   |   | 38,370         |  
|General and administrative                           |   | 269,693     |   |   | 28,747      |   |   | 66,032      |   |   | 450,446        |  
|Professional fees                                    |   | 209,397     |   |   | -           |   |   | -           |   |   | 209,397        |  
|Research and development                             |   | 683,238     |   |   | -           |   |   | -           |   |   | 683,238        |  
|Stock-based
      compensation (Note 6)              |   | 159,709     |   |   | -           |   |   | -           |   |   | 159,709        |  
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|                                                     |   | (1,360,963  | ) |   | (28,747     | ) |   | (66,032     | ) |   | (1,541,716     | )
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|OTHER ITEM                                           |   |             |   |   |             |   |   |             |   |   |                |  
|Impairment of intangible assets                      |   | -           |   |   | -           |   |   | (100,000    | ) |   | (106,000       | )
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|Loss and
      comprehensive loss for the period     | $ | (1,360,963  | ) | $ | (28,747     | ) | $ | (166,032    | ) | $ | (1,647,716     | )
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|Basic and diluted loss per common share              | $ | (0.01       | ) | $ | (0.00       | ) | $ | (0.00       | ) |   |                |  
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|                                                     |   |             |   |   |             |   |   |             |   |   |                |  
|Weighted average number of common shares outstanding |   | 103,385,258 |   |   | 117,300,000 |   |   | 117,220,822 |   |   |                |  

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

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY       
|-----------------------------------------------
|(A Development Stage Company)                  
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
|(Expressed in United States dollars)           

|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|--------------------------------------------- |  | ------------ | - | - | ------- | - | - | ---------- | - | - | ---------- |  | - | ----------- | -
|                                              |  | Common Stock |   |   |         |   |   |            |   |   |            |  |   |             |  
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   | Accumulated |  
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   | Deficit     |  
|                                              |  |              |   |   |         |   |   | Additional |   |   | Commitment |  |   | During the  |  
|                                              |  |              |   |   |         |   |   | Paid in    |   |   | to Issue   |  |   | Development |  
|                                              |  | Shares       |   |   | Amount  |   |   | Capital    |   |   | Shares     |  |   | Stage       |  
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, April 14, 2004 (Inception)           |  | -            |   | $ | -       |   | $ | -          |   | $ | -          |  | $ | -           |  
|Common shares issued at par                   |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |  |   | -           |  
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |  |   | (9,557      | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, June 30, 2004                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |  |   | (9,557      | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |  |   | (40,111     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, June 30, 2005                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |  |   | (49,668     | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |  |   | (26,654     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, June 30, 2006                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |  |   | (76,322     | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |  |   | (15,652     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, June 30, 2007                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |  |   | (91,974     | )
|Common shares
      issued at $2.00 per share |  | 100,000      |   |   | 100     |   |   | 199,900    |   |   | -          |  |   | -           |  
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |  |   | (166,032    | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, June 30, 2008                        |  | 117,300,000  |   |   | 115     |   |   | 292,385    |   |   | -          |  |   | (258,006    | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |  |   | (28,747     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, June 30, 2009                        |  | 117,300,000  |   |   | 115     |   |   | 292,385    |   |   | -          |  |   | (286,753    | )
|Private placement                             |  | 280,000      |   |   | 280     |   |   | 559,720    |   |   | -          |  |   | -           |  
|Share issuance costs                          |  | -            |   |   | -       |   |   | (4,140     | ) |   | -          |  |   | -           |  
|Stock-based compensation                      |  | -            |   |   | -       |   |   | 159,709    |   |   | -          |  |   | -           |  
|Subscriptions received
      in advance       |  | -            |   |   | -       |   |   | -          |   |   | 112,632    |  |   | -           |  
|Acquisition of patents                        |  | 71,500,000   |   |   | 71,500  |   |   | 1,540,059  |   |   | -          |  |   | -           |  
|Shares issued for
      services              |  | 50,000       |   |   | 50      |   |   | 99,950     |   |   | -          |  |   | -           |  
|Par value reclassification                    |  | -            |   |   | 117,185 |   |   | (117,185   | ) |   | -          |  |   | -           |  
|Return to treasury                            |  | (47,000,000  | ) |   | (47,000 | ) |   | 47,000     |   |   | -          |  |   | -           |  
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |  |   | (1,360,963  | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |  |   |             |  
|Balance, June 30,
      2010                  |  | 142,130,000  |   | $ | 142,130 |   | $ | 2,577,498  |   | $ | 112,632    |  | $ | (1,647,716  | )

See accompanying notes to consolidated financial statements.

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY
|----------------------------------------
|(A Development Stage Company)           
|CONSOLIDATED STATEMENTS OF CASH FLOWS   
|(Expressed in United States dollars)    

|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | -------------- | -
|                                                           |   |            |   |   |            |   |   |            |   |   | For the Period |  
|                                                           |   |            |   |   |            |   |   |            |   |   | From April 14, |  
|                                                           |   | For the    |   |   | For the    |   |   | For the    |   |   | 2004           |  
|                                                           |   | Year Ended |   |   | Year Ended |   |   | Year Ended |   |   | (inception) to |  
|                                                           |   | June 30,   |   |   | June 30,   |   |   | June 30,   |   |   | June 30,       |  
|                                                           |   | 2010       |   |   | 2009       |   |   | 2008       |   |   | 2010           |  
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES                       |   |            |   |   |            |   |   |            |   |   |                |  
|Loss for the year                                          | $ | (1,360,963 | ) | $ | (28,747    | ) | $ | (166,032   | ) | $ | (1,647,716     | )
|Items not affecting
      cash:                            |   |            |   |   |            |   |   |            |   |   |                |  
|Amortization of equipment                                  |   | 556        |   |   | -          |   |   | -          |   |   | 556            |  
|Amortization of intangible assets                          |   | 38,370     |   |   | -          |   |   | -          |   |   | 38,370         |  
|Impairment
      of intangible assets                      |   | -          |   |   | -          |   |   | 100,000    |   |   | 106,000        |  
|Stock-based compensation                                   |   | 159,709    |   |   | -          |   |   | -          |   |   | 159,709        |  
|Shares for
      management services                       |   | 100,000    |   |   | -          |   |   | -          |   |   | 100,000        |  
|Shares for consulting and management bonuses               |   | 112,632    |   |   | -          |   |   | -          |   |   | 112,632        |  
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|Changes in non-cash
      working capital items:           |   |            |   |   |            |   |   |            |   |   |                |  
|Increase in
      receivables                              |   | (4,638     | ) |   | -          |   |   | -          |   |   | (4,638         | )
|Increase in prepaid expenses                               |   | (11,376    | ) |   | -          |   |   | -          |   |   | (11,376        | )
|Increase in
      accounts payable and accrued liabilities |   | 374,956    |   |   | -          |   |   | -          |   |   | 391,456        |  
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|Net cash used in operating activities                      |   | (590,754   | ) |   | (28,747    | ) |   | (66,032    | ) |   | (755,007       | )
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                       |   |            |   |   |            |   |   |            |   |   |                |  
|Issue of capital stock                                     |   | 560,000    |   |   | -          |   |   | 200,000    |   |   | 852,500        |  
|Share issuance costs                                       |   | (4,140     | ) |   | -          |   |   | -          |   |   | (4,140         | )
|Subscriptions received
      in advance                    |   | 76,500     |   |   | -          |   |   | -          |   |   | 76,500         |  
|Line of credit                                             |   | 43,713     |   |   | -          |   |   | -          |   |   | 43,713         |  
|Repayment on line of
      credit                          |   | (25,000    | ) |   | -          |   |   | -          |   |   | (25,000        | )
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|Net cash provided by
      financing activities            |   | 651,073    |   |   | -          |   |   | 200,000    |   |   | 943,573        |  
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                       |   |            |   |   |            |   |   |            |   |   |                |  
|Equipment                                                  |   | (3,336     | ) |   | -          |   |   | -          |   |   | (3,336         | )
|Purchase of technology
      rights                        |   | -          |   |   | -          |   |   | -          |   |   | (15,000        | )
|Purchase of intangible assets                              |   | -          |   |   | -          |   |   | (100,000   | ) |   | (100,000       | )
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|Net cash used in investing activities                      |   | (3,336     | ) |   | -          |   |   | (100,000   | ) |   | (118,336       | )
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|Change in cash during the year                             |   | 56,983     |   |   | (28,747    | ) |   | 33,968     |   |   | 70,230         |  
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|Cash, beginning of year                                    |   | 13,247     |   |   | 41,994     |   |   | 8,026      |   |   | -              |  
|                                                           |   |            |   |   |            |   |   |            |   |   |                |  
|Cash, end of year                                          | $ | 70,230     |   | $ | 13,247     |   | $ | 41,994     |   | $ | 70,230         |  

Supplemental disclosure with respect to cash flows (Note
  7)

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

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Quantum Solar Power Corp. (the Company) was
      incorporated in Nevada on April 14, 2004. The Company is a development
      stage company engaged in the business of developing and commercializing
      next generation solar power technology under the name Next Generation
      Device abbreviated NGD. Quantums NGD is a patent pending, functioning,
      laboratory model that demonstrates its utility in solar power conversion.
      On June 16, 2008 stockholders by way of Proxy Statement confirmed and
      ratified the change of the companys name from QV, Quantum Ventures, Inc.
      to Quantum Solar Power Corp.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company operates in one reportable segment being the
      research and development of solar power technology in Canada and the
      United States of America. Revenues will be substantially derived from
      royalty based licensing arrangements in this reporting segment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements have been
      prepared consistent with accounting policies generally accepted in the
      United States (U.S. GAAP) assuming the Company will continue as a going
      concern. Currently, the Company has no sales and has incurred an
      accumulated loss of $1,647,716 for the period from April 14, 2004
      (inception) to June 30, 2010. The future of the Company is dependent upon
      its ability to obtain financing and upon future profitable operations from
      development and commercialization of an NGD. Management has plans to seek
      additional capital through private placements and public offerings of its
      common stock. These factors raise substantial doubt that the Company will
      be able to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Management's plans for the continuation of the Company as
      a going concern include financing the Company's operations through
      issuance of its common stock. If the Company is unable to complete its
      financing requirements or achieve revenue as projected, it will then
      modify its expenditures and plan of operations to coincide with the actual
      financing completed and actual operating revenues. There are no
      assurances, however, with respect to the future success of these
      plans.                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying financial statements do not include any
      adjustments to the recorded assets or liabilities that might be necessary
      should the Company fail in any or the above objectives and is unable to
      operate for the coming year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying financial statements have been prepared
      in accordance with U.S. GAAP and are expressed in U.S. dollars. The
      financial statements have been prepared under the guidelines of Accounting
      and Reporting by Development Stage Enterprises. A development stage
      enterprise is one in which planned principal operations have not
      commenced, or if its operations have commenced, there have been no
      significant revenues therefrom. As of June 30, 2010, the Company had not
      commenced its planned principal operations.                                                                                                                                                                                                                                               

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Principles of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements previously
      included the accounts of the Company and its wholly owned subsidiary,
      Quantum Ventures Ltd., which has since been dissolved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The preparation of financial statements in conformity
      with generally accepted accounting principles 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 these financial
      statements, and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.
      Significant accounts that require estimates relate to the valuation of
      deferred tax assets, stock-based compensation, the estimated useful life
      of equipment, and the valuation of shares issued for the technology,
      bonuses and services.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Start-up expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has adopted Standard of Position (SOP)
      No.98-5 Reporting the Costs of Start-up Activities, which requires that
      costs associated with start-up activities be expensed as incurred.
      Accordingly, start-up costs associated with the Company's formation have
      been included in the Company's general and administrative expenses for the
      period from inception on April 14, 2004 to June 30, 2010.                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Companys functional currency is the United States
      dollar. There are significant transactions in Canadian dollars; these are
      recorded in US dollars using the exchange rates in effect on the date the
      transaction is recorded. The Company used the United States dollar as its
      reporting currency for consistency with registrants of the Securities and
      Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Assets and liabilities that are denominated in a foreign
      currency are translated at the exchange rate in effect at the year end and
      capital accounts are translated at historical rates. Income statement
      accounts are translated at the average rates of exchange prevailing during
      the period. Translation adjustments from the use of different exchange
      rates from period to period are included in the comprehensive income
      statement account in consolidated stockholders equity, if applicable.
      There were no translation adjustments as of June 30, 2010.                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Loss per Share and Potentially Dilutive
      Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Basic loss per share is computed by dividing the net loss
      available to common stockholders by the weighted average number of common
      shares outstanding in the period. In February 2008, the Board of Directors
      approved and 8 for 1 split of the Companys stock. The accompanying
      financial statements are presented on a post-split basis. Diluted loss per
      share takes into consideration common shares outstanding (computed under
      basic earnings per share) and potentially dilutive securities. The effect
      of 500,000 outstanding options was not included in the computation of
      diluted earnings per share because it was anti-dilutive due to the
      Companys losses.                                                            

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Fair value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company measures the fair value of financial assets
      and liabilities based on the guidance of Fair Value Measurements which
      defines fair value, establishes a framework for measuring fair value, and
      expands disclosures about fair value measurements. Effective July 1, 2008,
      the Company adopted the policy for financial assets and liabilities, as
      well as for any other assets and liabilities that are carried at fair
      value on a recurring basis. The adoption of the provisions of this
      accounting policy did not materially impact the Companys financial
      position and results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The policy defines fair value as the exchange price that
      would be received for an asset or paid to transfer a liability (an exit
      price) in the principal or most advantageous market for the asset or
      liability in an orderly transaction between market participants on the
      measurement date. The policy also establishes a fair value hierarchy,
      which requires an entity to maximize the use of observable inputs and
      minimize the use of unobservable inputs when measuring fair value. The
      policy describes three levels of inputs that may be used to measure fair
      value:                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Level 1  quoted prices in active markets for identical
      assets and liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Level 2  quoted prices for similar assets and
      liabilities in active markets or inputs that are observable 
      Level 3 
      inputs that are unobservable (for example cash flow modeling inputs based
      on assumptions)                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Comprehensive loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | As of June 30, 2010 the Company has no items that
      represent comprehensive loss and therefore, has not included a schedule of
      comprehensive loss in the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company accounts for income taxes under an asset and
      liability approach, whereby deferred income tax liabilities or assets at
      the end of each year are determined using the tax rate expected to be in
      effect when the taxes are actually paid or recovered. A valuation
      allowance is recognized on deferred tax assets when it is more likely than
      not that some or all of these deferred tax assets will not be
      realized.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Impairment of assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company periodically reviews its long-lived assets
      when applicable to determine if any events or changes in circumstances
      have transpired which indicate that the carrying value of its assets may
      not be recoverable. The Company determines impairment by comparing the
      undiscounted future cash flows estimated to be generated by its assets to
      their respective carrying amounts. If impairment is deemed to exist, the
      asset will be written down to fair value. During the year ended June 30,
      2010 and 2009, the Company determined that there was no
      impairment.                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Computer equipment is recorded at cost less accumulated
      amortization. Amortization is provided annually on assets placed in use on
      a straight-line basis of 3 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Research and development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | All research costs are charged to operations in the year
      of expenditure. Development costs are capitalized if they meet the
      criteria for capitalization and amortized over the period of the expected
      life. Development costs are written off when there is no longer
      expectation of future benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company uses the fair value based method of
      accounting for stock options granted to employees and directors and
      compensatory warrants issued on private placements in accordance with the
      recommendations of the Financial Accounting Standards Board Accounting
      Standards Codification (FASB ASC) 718, Compensation  Stock
      Compensation. Under this method, the fair value of the stock options at
      the date of the grant, as determined using the Black-Scholes option
      pricing model, is recognized to expense over the vesting period, and the
      fair value of compensatory warrants at the date of issuance, as determined
      using the Black-Scholes model, is recognized as share issuance costs, with
      the offsetting credit to contributed surplus.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recent accounting pronouncements that the Company has
      adopted or will be required to adopt in the future are summarized
      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In February 2010, the FASB issued Accounting Standards
      Update (ASU) 2010-09 which requires that an SEC filer, as defined,
      evaluate subsequent events through the date that the financial statements
      are issued. The update also removed the requirement for an SEC filer to
      disclose the date through which subsequent events have been evaluated in
      originally issued and revised financial statements. The adoption of this
      guidance on January 1, 2010 did not have a material effect on the
      Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In January 2010, the FASB issued ASU 2010-06 which is
      intended to improve disclosures about fair value measurements. The
      guidance requires entities to disclose significant transfers in and out of
      fair value hierarchy levels, the reasons for the transfers and to present
      information about purchases, sales, issuances and settlements separately
      in the reconciliation of fair value measurements using significant
      unobservable inputs (Level 3). Additionally, the guidance clarifies that a
      reporting entity should provide fair value measurements for each class of
      assets and liabilities and disclose the inputs and valuation techniques
      used for fair value measurements using significant other observable inputs
      (Level 2) and significant unobservable inputs (Level 3). The Company has
      applied the new disclosure requirements as of January 1, 2010, except for
      the disclosures about purchases, sales, issuances and settlements in the
      Level 3 reconciliation, which will be effective for interim and annual
      periods beginning after December 15, 2010. The adoption of this guidance
      has not had and is not expected to have a material impact on the Companys
      financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In June 2009, the FASB issued Statement No. 168 (an
      update of ASC 105), The FASB Accounting Standards
        CodificationTMand the Hierarchy of Generally
          Accepted Accounting Principlesa replacement of FASB Statement No. 162(FAS 168). The Codification became the source of authoritative GAAP
      recognized by the FASB to be applied by nongovernmental entities. Rules
      and interpretive releases of the SEC under authority of federal securities
      laws are also sources of authoritative GAAP for SEC registrants. On the
      effective date of FAS 168, the Codification superseded all then-existing
      non-SEC accounting and reporting standards. All other nongrandfathered
      non-SEC accounting literature not included in the Codification became
      nonauthoritative. FAS 168 was effective for financial statements issued
      for interim and annual periods ending after September 15, 2009. The
      adoption of FAS 168 did not affect the Companys consolidated financial
      position, results of operations, or cash flows.                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2010, the FASB issued ASU 2010-13, Compensation
       Stock Compensation (Topic 718), amending ASC 718. ASU 2010-13 clarifies
      that a share-based payment award with an exercise price denominated in the
      currency of a market in which the entitys equity securities trade should
      not be classified as a liability if it otherwise qualifies as equity. ASU
      2010-13 also improves GAAP by improving consistency in financial reporting
      by eliminating diversity in practice. ASU 2010-13 is effective for interim
      and annual reporting periods beginning after December 15, 2010 (January 1,
      2011 for the Company). The Company is currently evaluating the impact of
      ASU 2010-09, but does not expect its adoption to have a material impact on
      the Companys financial reporting and
      disclosures.                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|3. | EQUIPMENT
|-- | ---------

| |                    |   |       |  |   |              |  |  |                  |  |   |      |  |   |              |  |   |                  | 
| | ------------------ | - | ----- |  | - | ------------ |  |  | ---------------- |  | - | ---- |  | - | ------------ |  | - | ---------------- | 
| |                    |   |       |  |   | 2010         |  |  |                  |  |   |      |  |   | 2009         |  |   |                  | 
| |                    |   |       |  |   | Accumulated  |  |  | Net              |  |   |      |  |   | Accumulated  |  |   | Net              | 
| |                    |   | Cost  |  |   | Amortization |  |  | Book
      Value |  |   | Cost |  |   | Amortization |  |   | Book
      Value | 
| | Computer equipment | $ | 3,336 |  | $ | 556 $        |  |  | 2,780            |  | $ | -    |  | $ | -            |  | $ | -                | 

|4. | TECHNOLOGY PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On April 15, 2008, QV, Quantum Ventures, Inc. entered
      into a License agreement ( The Agreement) with Canadian Integrated
      Optics International Ltd. of Douglas, Isle of Man (CIOI), to manufacture
      and market CIOIs patent pending solar technology based on a new approach
      for the generation of solar power. On May 7, 2008 the Agreement was
      subsequently amended and executed by CIOI and on May 16, 2008 the
      agreement was executed by QV, Quantum Ventures, Inc. closing of this
      agreement and is subject to certain terms and conditions. The purchase
      price paid in cash for the License was $100,000. These costs were later
      written-off and charged to operations in fiscal 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In December 2009 the Company executed an agreement with
      CIOI to purchase technology and associated patents related to the
      development of certain solar technology in an exchange for 71,500,000
      common stock of the Company valued at $1,611,559. The patents have an
      estimated useful life of 21 years since acquisition. The Company has
      recorded $38,370 in amortization for the year ended June 30,
      2010.                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | LINE OF CREDIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On February 20, 2010, the Company entered into an
      unsecured, non-interest bearing revolving line of credit with CIOI of up
      to $250,000 in available financing. During the year, the Company has
      withdrawn $43,713 and repaid $25,000 in cash from this line of credit. As
      at June 30, 2010 the line of credit has a balance of $18,713.                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On May 7, 2004 the Company issued 8,650,000 of its common
      shares for cash of $86,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On June 30, 2004, the Company issued 6,000,000 of its
      common shares for cash of $6,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On February 25, 2008, the Board of Directors of the
      registrant passed unanimously a resolution authorizing a forward split of
      the authorized and issued and outstanding common shares on a eight to one
      (8  1) basis bringing the total common shares issued and outstanding to
      117,200,000 and authorized common shares to 400,000,000.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company has completed a Private placement on April
      15, 2008 to issue 100,000 common shares at a price of $2.00 per share. The
      net proceeds received were $200,000. No commissions were paid and no
      registration rights have been granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On December 16, 2009, the Company entered into an
      agreement with CIOI as amended, wherein the Company agreed to purchase all
      of their solar cell technology in consideration of 71,500,000 restricted
      shares of common stock. As part the transaction, the Companys President
      returned and cancelled 47,000,000 shares of the Companys common
      stock.                                                                                                                                                                                                                                                                                                                                                                 

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|6. | STOCKHOLDERS EQUITY(contd)                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2010, the Company completed a private placement
      to issue 280,000 shares at a share price of $2.00 per share. The net
      proceeds received were $560,000. An additional $76,500 was received;
      investor qualifications were still being determined at June 30, 2010 so
      the funds are recorded as a liability.                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2010, 50,000 shares valued at $100,000 were
      issued as compensation for a performance bonus to a director of the
      Company.                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Commitment to issue shares                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the year ended June 30, 2010, the Company entered
      into contracts to issue 50,000 shares per quarter to management and 10,000
      shares per month to a consultant including a pro-rata portion for a
      partial month. Accordingly, the Company has a commitment to issue 112,632
      common shares at a value of $112,632. Subsequent to year end, these common
      shares were issued.
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Stock options                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company does not have a formal stock option plan in
      place. Stock option grants are determined on as individual
      basis.                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Stock options are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                

| |                                                                        |  |                 |  |   |          | 
| | ---------------------------------------------------------------------- |  | --------------- |  | - | -------- | 
| |                                                                        |  |                 |  |   | Stock    | 
| |                                                                        |  |                 |  |   | Options  | 
| |                                                                        |  |                 |  |   | Weighted | 
| |                                                                        |  |                 |  |   | Average  | 
| |                                                                        |  | Number          |  |   | Exercise | 
| |                                                                        |  | of
      Shares |  |   | Price    | 
| |                                                                        |  |                 |  |   |          | 
| | Balance outstanding, April 14, 2004
      (inception) to June 30, 2009 |  | -               |  | $ | -        | 
| |                                                                        |  |                 |  |   |          | 
| | Granted                                                                |  | 500,000         |  |   | 0.50     | 
| |                                                                        |  |                 |  |   |          | 
| | Balance outstanding, June 30, 2010                                     |  | 500,000         |  | $ | 0.50     | 
| |                                                                        |  |                 |  |   |          | 
| | Exercisable, June 30, 2010                                             |  | 83,333          |  | $ | 0.50     | 

The following table summarizes
  information about the stock options outstanding at June 30, 2010

| |         |  |                 |  |  |          |  |  |                   | 
| | ------- |  | --------------- |  |  | -------- |  |  | ----------------- | 
| |         |  | Number          |  |  | Exercise |  |  |                   | 
| |         |  | of
      Shares |  |  | Price    |  |  | Expiry
      Date | 
| |         |  |                 |  |  |          |  |  |                   | 
| | Options |  | 50,000          |  |  | $ 0.50   |  |  | January 1, 2013   | 

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|6. | STOCKHOLDERS EQUITY(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company used the Black-Scholes option pricing model
      to determine the fair value of options granted. During fiscal 2010, the
      Company granted 500,000 (2009  Nil; 2008  Nil) options with a weighted
      average fair value of $1.91 (2009  $Nil; 2008 - $Nil) per option to a
      director of the Company, which is being recognized over the vesting
      periods of the options. Total stock-based compensation expensed was
      $159,709 (2009  $Nil; 2008 - $Nil). This amount represents the value of
      vested options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The fair value of stock options has been estimated with
      the following assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                |  |               |  |  |      |  |  |      | 
| | ------------------------------ |  | ------------- |  |  | ---- |  |  | ---- | 
| | Year ended June 30             |  | 2010          |  |  | 2009 |  |  | 2008 | 
| |                                |  |               |  |  |      |  |  |      | 
| | Dividend yield                 |  | 0.00%         |  |  | -    |  |  | -    | 
| | Expected volatility            |  | 239%          |  |  | -    |  |  | -    | 
| | Risk free interest rate        |  | 2.03%         |  |  | -    |  |  | -    | 
| | Expected life of
      options |  | 2
      years |  |  | -    |  |  | -    | 

|7. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS
|-- | --------------------------------------------------------

| |                                                  |   |      |  |   |      | 
| | ------------------------------------------------ | - | ---- |  | - | ---- | 
| |                                                  |   | 2010 |  |   | 2009 | 
| | Cash paid during the year for interest           | $ | -    |  | $ | -    | 
| | Cash paid during
      the year for income taxes | $ | -    |  | $ | -    | 

Significant non-cash transactions for
  the year ended June 30, 2010 included:

| | a) | issuing 71,500,000 common shares in the acquisition of
      patents at a total value of $1,611,559;       
| | -- | -----------------------------------------------------------------------------------------------------------
| | b) | returning to treasury and cancelling 47,000,000 common
      shares at par value of $47,000; and           
| | c) | reclassifying additional paid in capital of $117,185 to
      capital stock to reflect par value of $0.001.

|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|   | During fiscal 2010, the Company paid or accrued $683,238
      (2009 - $Nil; 2008 - $Nil) in research and development costs with CIOI, a
      significant shareholder.                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                
|   | Included in accounts payable and accrued liabilities as
      at June 30, 2010, is $325,518 due to CIOI, a significant shareholder.
      During the year, the Company also entered into an unsecured, non-interest
      bearing revolving line of credit with CIOI of which $18,713 is outstanding
      as at June 30, 2010.
|   |                                                                                                                                                                                                                                                                                                                                
|   | These transactions are in the normal course of operations
      and are measured at the exchange amount, which is the amount of
      consideration established and agreed to by the
      parties.                                                                                                                            

---

|QUANTUM SOLAR POWER CORP. AND SUBSIDIARY      
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United States dollars)          
|JUNE 30, 2010                                 
|                                              

|9. | INCOME TAXES
|-- | ------------



| | a) | A reconciliation of current income taxes at
      statutory rates with the reported taxes is as
      follows:
| | -- | --------------------------------------------------------------------------------------------------------------

| |                                             |   |            |   |   |         |  
| | ------------------------------------------- | - | ---------- | - | - | ------- | -
| |                                             |   | 2010       |   |   | 2009    |  
| | Loss before income taxes                    | $ | (1,360,963 | ) | $ | (28,747 | )
| |                                             |   |            |   |   |         |  
| | Expected tax recovery                       | $ | (476,337   | ) | $ | (9,774  | )
| | Other                                       |   | 50,721     |   |   | -       |  
| | Unrecognized benefits of non-capital losses |   | 425,616    |   |   | 9,774   |  
| | Total income
      taxes                    | $ | -          |   | $ | -       |  

| | b) | Details of future income tax assets are as
      follows:
| | -- | ---------------------------------------------------------

| |                                |   |          |   |   |         |  
| | ------------------------------ | - | -------- | - | - | ------- | -
| |                                |   | 2010     |   |   | 2009    |  
| | Future tax assets:             |   |          |   |   |         |  
| | Non-capital loss carryforwards | $ | 522,736  |   | $ | 97,496  |  
| | Future Tax Liabilities         |   |          |   |   |         |  
| | Capital assets                 |   | (5,177   | ) |   | -       |  
| |                                |   | 517,559  |   |   | 97,496  |  
| | Valuation allowance            |   | (517,559 | ) |   | (97,496 | )
| | Net future tax assets          | $ | -        |   | $ | -       |  

The Company has non-capital losses of
  approximately $1,500,000 which may be carried forward and applied against
  taxable income in future years. These losses, if unutilized, will expire through
  to 2021. The future income tax benefits of these losses and other tax assets
  have not been reflected in these financial statements and have been offset by a
  valuation allowance.

|10. | SUBSEQUENT EVENTS
|--- | -----------------

Subsequent to June 30, 2010 the
  Company:

(a) Granted 100,000 stock options to
  former directors at an exercise price of $0.50 per share expiring July 9, 2011
  and July 15, 2011.

(b) Issued 274,060 common shares at
  $1.00 for gross proceeds of $274,060 pursuant to a private placement of up to
  5,000,000 common shares at $1.00.

(c) Under the terms of the Technology
  Acquisition Agreement we are required to pay for ongoing research and
  development using the facilities of Simon Fraser University (SFU) under CIOs
  existing research agreement (the CIO Research Agreement) dated April 1, 2010.
  The CIO Research Agreement is for a term of April 1, 2010 to July 30, 2010. CIO
  subsequently entered into an Agreement with SFU to extend the CIO Research
  Agreement to December 31, 2010 in the amount of $310,076.

---

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

On August 9, 2010, we dismissed Jewett, Schwartz, Wolfe &
Associates (Wolf & Associates), as our independent public accountants. Our
Board of Directors approved the dismissal of Wolf & Associates.

Wolf & Associates reports on our financial statements for
the years ended June 30, 2009 and 2008 did not contain an adverse opinion or
disclaimer of opinion, nor were they modified or qualified as to uncertainty,
audit scope or accounting principles with the exception of a statement regarding
the uncertainty of our ability to continue as a going concern.

There have been no disagreements during the fiscal years ended
June 30, 2009 and 2008 and the subsequent interim period up to and including the
date of dismissal between the Company and Wolf & Associates on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Wolf &
Associates, would have caused them to make reference to the subject matter of
the disagreement in connection with Wolf & Associates report for the
financial statements for the past year and any subsequent interim period up to
and including to the date of Wolf & Associates dismissal.

We requested in writing that Wolf & Associates provide a
letter addressed to the Securities and Exchange Commission stating whether or
not they agree with the above disclosures. We received a copy of Wolf &
Associates letter and it was filed as an exhibit to our Current Report on Form
8-K filed with the SEC on August 20, 2010.

On August 9, 2010, we appointed Davidson & Company LLP,
Chartered Accountants, ("Davidson") as our new independent registered public
accounting firm. Our Board of Directors approved the engagement of Davidson. We
elected to change accounting firms because of Davidsons Canadian and U.S.
expertise. In addition, we wanted our accounting firm to be closer to our
operations in Burnaby, British Columbia, Canada.

We did not consult with Davidson during the fiscal years ended
June 30, 2009 and 2008 and any subsequent interim period prior to their
engagement regarding: (i) the application of accounting principles to a specific
completed or proposed transaction or the type of audit opinion that might be
rendered on our financial statements, and either a written report was provided
to us or advice was provided that the newly appointed accountant concluded was
an important factor in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement or a reportable event in response to paragraph (a)(1)(iv) of Item
304 of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as
amended.

|ITEM 9A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of June 30, 2010 (the Evaluation Date). This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed below.

Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

24

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Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in this report, we believe that our financial statements contained in
our Annual Report on Form 10-K for the year ended June 30, 2010 fairly present
our financial condition, results of operations and cash flows in all material
respects.

Management's Annual Report on Internal Control Over
Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

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; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of its
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.

Management recognizes that there are inherent limitations in
the effectiveness of any system of internal control, and accordingly, even
effective internal control can provide only reasonable assurance with respect to
financial statement preparation and may not prevent or detect material
misstatements. In addition, effective internal control at a point in time may
become ineffective in future periods because of changes in conditions or due to
deterioration in the degree of compliance with our established policies and
procedures.

A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in there being a more than remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, management conducted an
evaluation of the effectiveness of our internal control over financial
reporting, as of the Evaluation Date, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on its evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Companys internal
control over financial reporting as of Evaluation Date and identified the
following material weaknesses:

Inadequate Segregation of Duties: We have an inadequate
number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures:We have
insufficient written policies and procedures for accounting and financial
reporting.

Inadequate Financial Statement Closing Process:We have
an inadequate financial statement closing process.

Management is committed to improving its internal controls and
will (1) continue to use third party specialists to address shortfalls in
staffing and to assist the Company with accounting and finance responsibilities,
(2) increase the frequency of independent reconciliations of significant
accounts which will mitigate the lack of segregation of duties until there are
sufficient personnel, (3) prepare and implement sufficient written policies and
checklists for financial reporting and closing processes and (4) may consider
appointing outside directors and audit committee members in the future.

Management has discussed the material weaknesses noted above
with our independent registered public accounting firm. Due to the nature of
these material weaknesses, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

25

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This annual report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this annual report.

Changes in internal control over financial reporting

There were no changes in our internal control over financial
reporting that occurred during the fiscal year ended June 30, 2010 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

Limitations on the effectiveness of controls and
procedures

Our management, including our Chief Executive Officer and the
Chief Financial Officer, do not expect that the our controls and procedures will
prevent all potential errors or fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met.

|ITEM 9B. | OTHER INFORMATION.
|-------- | ------------------

Finders Agreement

On September 8, 2010, we entered into a finders fee agreement
(the Finders Fee Agreement) dated for reference August 30, 2010 with 1536476
Alberta Ltd., (the Finder), whereby the Finder will provide personal
introductions to the Company for the purposes of completing the Foreign Private Placement Offering.  The Finder agrees to only introduce non-US persons to the Company and obey all applicable securities laws in the performance of his duties.  The Finders Fee agreement is for a term of up to one year and shall continue until completion or cancellation of the private placement offering.  Under the terms of the Agreement the Finder will receive 5% of all of the proceeds generated as a result of his introductions.

26

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PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.
|-------- | -------------------------------------------------------------

The following tables set forth information regarding our
executive officers and directors as of September 10, 2010:

|Name                      | Age | Positions                                                       
|------------------------- | --- | ----------------------------------------------------------------
|Daryl J. Ehrmantraut      | 58  | Chief Executive Officer,
      President and Director           
|Andras Pattantyus-Abraham | 36  | Chief Technology Officer                                        
|Graham R. Hughes          | 60  | Chief Financial Officer,
      Secretary, Treasurer and Director

Set forth below is a brief description of the background and
business experience of each of our executive officers and directors for at least
the past five years.

Daryl J. Ehrmantrautwas appointed our President, Chief
Executive Officer and a Director on January 4, 2010. Mr. Ehrmantraut previously
served for 5 years until January 1, 2010 as CEO of Elemetric Instruments, a
scientific instrumentation company which commercialized Los Alamos National Lab
patented element detection technology, Mr. Ehrmantraut previously served as
President of Triton Technology a privately held company in the information
technology and services industry from 2002 to 2003. Mr. Ehrmantraut served as
Vice President of Sales and Marketing, Bfound Business Unit for Signalsoft
Corp., a company in the electrical/electronic manufacturing industry from 1999
to 2001. He served as President of Osiris Systems Corporation, a privately held
company in the computer software industry. He also held various management
positions from 1972 to 1999 in the computer and electronics industry.

Andras Pattantyus-Abraham joined Quantum Solar in
December 2009. On March 3, 2010, he was appointed Chief Technology Officer.
Prior to joining the company, Dr. Pattantyus-Abraham was a Principal Scientist
for Sargent Research Group, Electrical and Computer Engineering, University of
Toronto. From 2007 to 2009, he was Postdoctoral Fellow at Sargent Research
Group. In 2007 and 2008, Dr. Pattantyus-Abraham served as a Research Consultant
for an Optoelectronics startup and for Applied Biophysics Research Group,
University of British Colombia. From 2004 to 2006, Dr. Pattantyus-Abraham was a
Postdoctoral Fellow of Photonic Nanostructures Research Group, University of
British Columbia.

Graham R. Hughes has served as our Chief Financial
Officer, Secretary, Treasurer and Director since November 27, 2007. Mr. Hughes
is a Certified General Accountant in private practice for over 25 years. Mr.
Hughes is formerly an Instructor of Accountancy at the British Columbia
Institute of Technology in Vancouver, Canada. Mr. Hughes served as President and
Director of Western Hemisphere Mining Corp. from 2005 to 2007. He also served as
Secretary and Director for a number of companies from 1986 to 1991.

Term of Office

Members of our board of directors are appointed to hold office
until the next annual meeting of our stockholders or until his or her successor
is elected and qualified, or until he or she resigns or is removed in accordance
with the provisions of the Nevada Revised Statutes (the NRS). Our officers are
appointed by our board of directors and hold office until removed by the
board.

Significant Employees

We have no other significant employees.

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

Our audit committee currently consists of our Board of
Directors. Mr. Ehrmantraut and Mr. Hughes are both Executive Officers and
therefore not independent directors.

27

---

The audit committee is responsible for:

|(1) | selection and oversight of our independent
    accountant;                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | establishing procedures for the receipt, retention and
      treatment of complaints regarding accounting, internal controls and
      auditing matters;
|(3) | establishing procedures for the confidential, anonymous
      submission by our employees of concerns regarding accounting and auditing
      matters;  
|(4) | engaging outside advisors; and                                                                                                                          
|(5) | funding for the outside auditory and any outside advisors
      engagement by the audit committee.                                                      

Our board of directors has adopted an Audit Committee Charter
which provides appropriate guidance to Audit Committee members as to their
duties.

Audit Committee Financial Expert

Graham R. Hughes, our Chief Financial Officer, Secretary and
Treasurer and Director, qualifies as an audit committee financial expert.

Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a "code of ethics" as defined by applicable rules of the
SEC. Our Code of Ethics was attached as an exhibit to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 17,
2010. If we make any amendments to our Code of Ethics other than technical,
administrative, or other non-substantive amendments, or grant any waivers,
including implicit waivers, from a provision of our Code of Ethics to our chief
executive officer, chief financial officer, or certain other finance executives,
we will disclose the nature of the amendment or waiver, its effective date and
to whom it applies in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who own more than 10% of a registered class
of our securities (Reporting Persons), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulations to furnish us with copies of all forms they file pursuant to Section
16(a). Based solely on our review of such reports received by the Company, other
than as described below, we believe that, during the year ended June 30, 2010,
all Reporting Persons complied with all Section 16(a) filing requirements
applicable to them.

The following persons have failed to file, on a timely basis,
the identified reports required by Section 16(a) of the Exchange Act:

|Name and Principal Position                                                            | Number of Late Insider
      Reports | Transactions Not Timely
      Reported | Known Failures to File a
      Required Form
|-------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------------- | --------------------------------------------
|Daryl J. Ehrmantraut       President, Chief Executive Officer
      and Director       | Two                                  | Two                                    | One                                         
|Graham R. Hughes       Chief Financial Officer,
      Secretary Treasurer and Director | One                                  | One                                    | None                                        
|Andras Pattantyus-Abraham Chief Technology Officer                                     | One                                  | None                                   | None                                        
|Huitt Tracey Former Director                                                           | None                                 | None                                   | None                                        

28

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|Name and Principal Position                                                                   | Number of Late Insider
      Reports | Transactions Not Timely
      Reported | Known Failures to File a
      Required Form
|--------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------------- | --------------------------------------------
|Robert Kramer Former Director                                                                 | None                                 | None                                   | None                                        
|Desmond Ross       Former President, Former
      Chief Executive Officer and Former Director | None                                 | One                                    | One                                         
|Canadian Integrated Optics (IOM) Limited 10% Holder                                           | None                                 | One                                    | One                                         

|ITEM 11. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

Summary Compensation Table

The following table sets forth the total compensation paid to
or earned by our named executive officers, as that term is defined in Item
402(c)(2) of Regulation S-K as of our fiscal years ended June 30, 2010 and
2009:

|Name & Principal Position                                                                    | Year                       | Salary($)          | **Bonus**
       ($) | Stock **Awards**
       ($) | Option Awards($)    | Non- Equity Incentive Plan Compensation ($) | Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total($)           
|-------------------------------------------------------------------------------------------- | -------------------------- | ------------------ | -------------------- | --------------------------- | ------------------- | ------------------------------------------- | ------------------------------------------------- | -------------------------- | -------------------
|Daryl J. Ehrmantraut      President, Chief Executive Officer and Director (1)                | 2010 
      2009 
    2008 | 60,000 
- 
-       | - 
      - 
      -  | 150,000 
- 
-               | 159,709 
- 
-       | - 
      - 
      -                         | - 
      - 
      -                               | - 
      - 
      -        | 369,709 
- 
-      
|Graham R. Hughes 
      Chief Financial Officer, Secretary Treasurer and Director (2)        | 2010 
2009 
2008           | -
      - 
      - | -
      - 
      -   | -
      - 
      -          | -
      - 
      -  | -
      - 
      -                          | -
      - 
      -                                | -
      - 
      -         | -
      - 
      - 
|Andras Pattantyus-Abraham 
      Chief Technology Officer (2)                                | 2010 
2009 
2008           | - 
      - 
    -  | - 
      - 
      -  | - 
      - 
      -         | - 
      - 
      - | - 
      - 
      -                         | - 
      - 
      -                               | - 
      - 
      -        | - 
      - 
      -
|Desmond Ross 
      Former President, Former Chief Executive Officer and Former Director (3) | 2010 
2009 
2008           | -      - 
    -    | -
      - 
      -   | -
      - 
      -          | -
      - 
      -  | -
      - 
      -                          | -
      - 
      -                                | -
      - 
      -         | -
      - 
      - 

|Notes:
|------
|(1)   
|(2)   
|(3)   

29

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information concerning unexercised
options for each our named executive officers, as that term is defined in Item
402(f)(2) of Regulation S-K, as of our fiscal year ended June 30, 2010:

|OPTION AWARDS                                         | STOCK AWARDS                                                       
|----------------------------------------------------- | -------------------------------------------------------------------
|Name and Principal Position                           | Number of Securities Underlying Unexercised Options (#) Exercisable
|Daryl J. Ehrmantraut, President, CEO & Director       | 83,333                                                             
|Graham R. Hughes, CFO, Secretary Treasurer & Director | --                                                                 
|Andras Pattantyus- Abraham, CTO                       | --                                                                 

|Note: |                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)   | Pursuant to the terms of Mr. Ehrmantrauts
      employment agreement, he is to receive 500,000 stock options vesting over
      twelve fiscal quarters commencing January 11, 2010.

Compensation Discussion and Analysis

We seek to provide a level of compensation for our executive
officers that is competitive with publicly-traded companies similar in both size
and industry. We hope to attract, retain, and reward executive officers who
contribute to our success, to align executive officer compensation with our
performance, and to motivate executive officers to achieve our business
objectives. We compensate our senior management through a mix of base salary,
bonus and equity compensation.

Our Board of Directors determines the compensation of our
executive officers. The Board also administers any stock option issuances. The
Board reviews base salary levels for our executive officers at the end of each
fiscal year and recommends raises and bonuses based upon our achievements,
individual performance, and competitive and market conditions. The Board may
delegate certain of its responsibilities, as it deems appropriate, to committees
or to our officers, but it has not elected to do so. The Board has engaged
management consultants to provide a market analysis of cash, equity and short
term incentives for comparisons to our current compensation package and based on
that analysis provide recommendations of compensation adjustments and overall
compensation philosophy to the Board of Directors.

Compensation Committee

We do not have a standing compensation committee. Our entire
Board of Directors participates in the consideration of executive officer and
director compensation. Because of the small size of the Company, we feel it is
prohibitive to develop a formal compensation committee at this time. We have
relied on the fiduciary duties of our Directors in determining what levels of
compensation are in the best interests of the Company.

30

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Employment Agreements

On January 1, 2010 we entered into a CEO employment agreement
with Daryl J. Ehrmantraut (the CEO Employment Agreement). Under the terms of
the agreement, Mr. Ehrmantraut is paid an annual salary of $120,000. In addition
to Mr. Ehrmantrauts base salary, he is eligible to receive a bonus for each
calendar quarter in an amount, if any, as determined by our Board of Directors
at its discretion. Mr. Ehrmantraut received 500,000 options to purchase shares
of our common stock vested quarterly over a three year period commencing on the
execution date of the CEO Employment Agreement. The Option exercise price is
$0.50 and they expire January 13, 2013. Under the terms of the CEO Employment
Agreement, Mr. Ehrmantraut is required to devote the substantial portion of his
entire business time, attention and energy exclusively to the business and
affairs of the Company.

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

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of August 31,
2010 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and each of our named executive officers, and (iii) officers and directors as a
group. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.

|Title of Class         | Name and Address of Beneficial
    Owner                                                    | Amount and Nature of Beneficial
    Ownership | Percentage of Common
    Stock(1)
|---------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------- | ---------------------------------
|DIRECTORS AND OFFICERS
|Common Stock           | Daryl J. Ehrmantraut President, Chief
      Executive Officer, Director                     | 183,333(2)(Direct)                            | 0.13%                            
|Common Stock           | Andras Pattantyus-Abraham
      
    Chief Technology Officer                               | Nil                                           | Nil                              
|Common Stock           | Graham R. Hughes Chief Financial Officer,
      Secretary, Treasurer, Director              | Nil                                           | Nil                              
|Common Stock           | All Officers and Directors

    as a Group (3 persons)                                      | 183,333(2)                                    | 0.13%                            
|5%
      STOCKHOLDERS 
|Common Stock           | Canadian Integrated Optics
      (IOM) Limited 
    8 St. Georges St., Douglas, Isle of Man | 71,500,000 
      (Direct)                    | 50.17%                           

|(1) | Under Rule 13d-3, a beneficial owner of a security includes
        any person who, directly or indirectly, through any contract, arrangement,
        understanding, relationship, or otherwise has or shares: (i) voting power,
        which includes the power to vote, or to direct the voting of shares; and
        (ii) investment power, which includes the power to dispose or direct the
        disposition of shares. Certain shares may be deemed to be beneficially
        owned by more than one person (if, for example, persons share the power
        to vote or the power to dispose of the shares). In addition, shares are
        deemed to be beneficially owned by a person if the person has the right
        to acquire the shares (for example, upon exercise of an option) within
        60 days of the date as of which the information is provided. In computing
        the percentage ownership of any person, the amount of shares outstanding
        is deemed to include the amount of shares beneficially owned by such person
        (and only such person) by reason of these acquisition rights.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

31

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|    | As a result, the percentage of outstanding shares of any
        person as shown in this table does not necessarily reflect the persons
        actual ownership or voting power with respect to the number of shares
        of our Common Stock actually outstanding on the date of this Annual Report.
        As at August 31, 2010, we had 142,516,692 shares of our Common Stock issued
        and outstanding.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | Mr. Ehrmantraut holds 100,000 restricted shares of our
      Common Stock and has a vested option to acquire 83,333 shares of our
      Common Stock.                                                                                                                                                                                                                                                                  

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
change of control.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information concerning
all equity compensation plans previously approved by stockholders and all
previous equity compensation plans not previously approved by stockholders, as
at June 30, 2010.

|EQUITY COMPENSATION PLAN INFORMATION AS AT JUNE 30,
      2010  
|----------------------------------------------------------------
|Plan Category                                                   
|Equity Compensation Plans approved by
      security holders    
|Equity
      Compensation Plans not approved by security holders
|Total                                                           

We do not have any equity compensation plans. However, Mr.
Ehrmantraut was granted 500,000 stock options under his employment agreement
dated January 1, 2010.

|ITEM 13. | CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
|-------- | --------------------------------------------------------------------------------------

None of the following parties has, during the past two fiscal
years, had any material interest, direct or indirect, in any transaction with us
or in any presently proposed transaction that has or will materially affect us,
other than as noted in this section:

| | (i)   | Any of our directors or executive officers;                                                                                                                                
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in-laws) of any of the foregoing
      persons.                                

32

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On February 20, 2010, we entered into an open-ended, revolving
line of credit agreement (the Agreement) with Canadian Integrated Optics
(IOM), Ltd. (CIO). Under the terms thereof, CIO established a $250,000.00
interest free line of credit for our benefit. Up to $250,000.00 may be advanced
to us by CIO upon our request. Under the terms of the Agreement we are obligated
to repay the same by making monthly payments that began in March 2010. The
amount of the monthly payment is at our discretion. In the event of a default by
us, we are obligated to pay all costs and expenses incurred by CIO in related to
the collection thereof, including reasonable attorneys fees. A default would
only occur through our entering into a voluntary or involuntary bankruptcy. As
of June 30, 2010 we owe $18,713 to CIO which is outstanding as of June 30,
2010.

On December 16, 2009 we entered into an agreement with CIO (the
Technology Acquisition Agreement) whereby CIO agreed to sell the NGD
Technology to us. In consideration of the NGD Technology we issued 71,500,000
shares of our common stock to CIO. As part of the transaction, Desmond Ross
returned 47,000,000 shares to the treasury.

Under the terms of the Technology Acquisition Agreement we are
required to pay for ongoing research and development using the facilities of
Simon Fraser University (SFU) under CIOs existing research agreement (the
CIO Research Agreement) dated April 1, 2010. The CIO Research Agreement is for a term
of April 1, 2010 to July 30, 2010. CIO subsequently entered into an Agreement
with SFU to extend the CIO Research Agreement to December 31, 2010.

Under the terms of CIO Research Agreement (via the Technology
Acquisition Agreement) we are required to pay $195,219.00 CDN ($184,072 USD) to
SFU according to the following schedule:

|1. | $50,000 upon execution of the CIO Research Agreement
      (which has been paid);
|-- | ---------------------------------------------------------------------------------
|2. | $48,406.33 on or by May 31, 2010 (which has been
      paid);                    
|3. | $48,406.33 on or by June 30, 2010 (which has been paid);
      and               
|4. | $48,406.33 on or by July 31, 2010 (which has been
      paid).                   

In addition we are required to pay additional charges for the
use of the clean room facilities at SFU. During fiscal 2010 we paid or accrued
$683,238 in research and development costs with CIO.

Included in accounts payable and accrued liabilities as of June
30, 2010 is $325,518 due to CIO.

Director Independence

Our common stock is quoted on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. All of our directors are considered executive officers under Rule
3b-7 of the Exchange Act. Therefore, none of our directors are independent.

As a result of our limited operating history and minimal
resources, our management believes that it will have difficulty in attracting
independent directors. In addition, we would likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. Our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.
|-------- | ---------------------------------------

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended June 30, 2010 and June 30, 2009 for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included our Quarterly Reports
on Form 10-Q or Form 10-QSB and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

33

---

|                   | **Year Ended June 30, 2010** | Year Ended June 30, 2009
|------------------ | ---------------------------- | ------------------------
|Audit Fees         | $-                           | $7,500                  
|Audit Related Fees | 12,500                       | 7,500                   
|Tax Fees           | -                            | -                       
|All Other Fees     | -                            | 800                     
|Total              | $12,500                      | $15,800                 

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The policy of our Audit Committee is to pre-approve all audit
and permissible non-audit services to be performed by our independent auditors
during the fiscal year. Non-audit services that are prohibited to be provided by
our independent auditors may not be pre-approved. In addition, prior to the
granting of any pre-approval, our Audit Committee must be satisfied that the
performance of the services in question will not compromise the independence of
the independent auditors.

No services related to Audit-Related Fees, Tax
Fees or All Other Fees described above were approved by the Audit
Committee pursuant to the waiver of pre-approval provisions set forth in the
applicable rules of the SEC.

|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|-------- | ----------------------------------------

The following exhibits are either provided with this Annual
Report on Form 10-K or are incorporated herein by reference.

|Exhibit |                                                                                                                                                                                
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                        
|3.1     | Articles of Incorporation.(1)                                                                                                                                                  
|3.2     | Certificate of Change Pursuant
        to NRS 78.209 increasing the issued and authorized capital of common stock
        to 350,000,000 shares, par value $0.001 per share.(3)
|3.3     | Certificate of
        Change Pursuant to NRS 78.209 increasing the issued and authorized capital
        of common stock to 400,000,000 shares, par value $0.001 per share.(3)
|3.4     | Certificate of Amendment to Articles
        of Incorporation.(3)                                                                                                              
|3.5     | Certificate of
        Amendment to Articles of Incorporation.(3)                                                                                                              
|3.6     | Bylaws, as amended. (1)                                                                                                                                                        
|10.1    | Technology Acquisition
        Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated
        December 16, 2009.(3)                                         
|10.2    | CEO
        Employment Agreement between Quantum and Daryl J. Ehrmantraut dated January
        1, 2010.                                                                       
|10.3    | Investor relations
        Consulting Services Contract between Quantum and Green Street Capital
        Partners, LLC dated January 6, 2010.(2)                               
|10.4    | Office Space Lease Agreement
        between Quantum and Santa Fe Business Incubator, Inc. dated January 19,
        2010.(2)                                                  
|10.5    | Revolving Line
        of Credit Agreement between Quantum and Canadian Integrated Optics (IOM)
        Ltd. dated February 20, 2010.(3)                                       
|10.6    | Consulting
        Agreement between Quantum and Caisey Harlingten dated April 19, 2010.                                                                                       
|10.7    | Office
        Space Lease Agreement between Quantum and Santa Fe Business Incubator,
        Inc. dated July 27, 2010.                                                        
|10.8    | Office
        Space Lease Agreement between Quantum and Guinness Business Center Ltd.
        dated June 21, 2010 and Addendum dated August 17, 2010.                         
|10.9    | Finders
        Fee Agreement between Quantum and 1536476 Alberta Ltd. dated for reference
        August 30, 2010.                                                           

34

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|Exhibit |                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                           
|14.1    | Code of Ethics.(3)                                                                                                                                                
|31.1    | Certification of Principal
      Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                     
|31.2    | Certification
      of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.                                               
|32.1    | Certification of Principal
      Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2    | Certification
      of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|99.1    | Audit Committee Charter.(3)                                                                                                                                       

|(1) | Previously filed as an exhibit to our Registration
      Statement on Form S-1 originally filed with the SEC on September 21,
      2004.                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed as an exhibit to our Quarterly Report on
      Form 10-Q for the period ended December 31, 2009 filed with the SEC on
      February 17, 2010.
|(3) | Previously filed as an exhibit to our Quarterly Report of
      Form 10-Q for the period ended March 31, 2010 filed with the SEC on May
      17, 2010.        

35

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SIGNATURES

Pursuant to the requirements 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.

|       |                     |  |     | QUANTUM SOLAR POWER CORP.                             
|------ | ------------------- |  | --- | ------------------------------------------------------
|       |                     |  |     |                                                       
|       |                     |  |     |                                                       
|       |                     |  |     |                                                       
|Dated: | September 13, 2010  |  | By: | /s/
      Daryl J. Ehrmantraut                        
|       |                     |  |     | DARYL J. EHRMANTRAUT                                  
|       |                     |  |     | Chief Executive Officer and President                 
|       |                     |  |     | (Principal Executive Officer)                         
|       |                     |  |     |                                                       
|       |                     |  |     |                                                       
|       |                     |  |     |                                                       
|       |                     |  |     |                                                       
|Dated: | September 13, 2010. |  | By: | /s/
      Graham R. Hughes                            
|       |                     |  |     | GRAHAM R. HUGHES                                      
|       |                     |  |     | Chief Financial Officer, Secretary and
      Treasurer
|       |                     |  |     | (Principal Accounting Officer)                        

Pursuant to the requirements of 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: | September 13, 2010 |  | By: | /s/
      Daryl J. Ehrmantraut
|------ | ------------------ |  | --- | ------------------------------
|       |                    |  |     | DARYL J. EHRMANTRAUT          
|       |                    |  |     | Director                      
|       |                    |  |     |                               
|       |                    |  |     |                               
|       |                    |  |     |                               
|       |                    |  |     |                               
|Dated: | September 13, 2010 |  | By: | /s/
      Graham R. Hughes    
|       |                    |  |     | GRAHAM R. HUGHES              
|       |                    |  |     | Director                      

---