---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 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 NUMBER000-52686

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 C09                                        |                                     
|Santa Fe, NM                                                         | 87507                               
|(Address of principal executive offices)                             | (Zip Code)                          

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

N/A(Former name, former address and
former fiscal year, if changed since last report)

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. [X]Yes[   ] 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 (§232.405 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 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 Exchange Act): [   ]
Yes[X] No

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
May 14, 2010, the Issuer had 142,130,000 shares of common stock, issued and
outstanding.

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PART I - FINANCIAL INFORMATION

ITEM
1.              
FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three and nine month periods ended
March 31, 2010 are not necessarily indicative of the results that can be
expected for the year ending June 30, 2010.

As used in this Quarterly Report, the terms "we, "us, "our,
and Quantum mean Quantum Solar Power Corp. and its subsidiaries, unless
otherwise indicated. All dollar amounts in this Quarterly Report are in U.S.
dollars unless otherwise stated.

2

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QUANTUM SOLAR POWER CORP.
  (FKA QV, QUANTUM VENTURES,
  INC.)
  (A Development Stage Company)

BALANCE SHEETS

|                                                                                                                                        |   | March 31,   |   |   | June 30,  |  
|--------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | --------- | -
|                                                                                                                                        |   | 2010        |   |   | 2009      |  
|                                                                                                                                        |   | (Unaudited) |   |   | (Audited) |  
|                                                                                                                                        |   |             |   |   |           |  
|ASSETS                                                                                                                                  |   |             |   |   |           |  
|                                                                                                                                        |   |             |   |   |           |  
|Current Assets                                                                                                                          |   |             |   |   |           |  
|                                                                                                                                        |   |             |   |   |           |  
|Cash                                                                                                                                    | $ | 7,252       |   | $ | 13,247    |  
|                                                                                                                                        |   |             |   |   |           |  
|Total
      Current Assets                                                                                                              |   | 7,252       |   |   | 13,247    |  
|                                                                                                                                        |   |             |   |   |           |  
|Intangible Assets                                                                                                                       |   | 1,947,292   |   |   | 0         |  
|                                                                                                                                        |   |             |   |   |           |  
|Total
      Assets                                                                                                                      | $ | 1,954,544   |   | $ | 13,247    |  
|                                                                                                                                        |   |             |   |   |           |  
|                                                                                                                                        |   |             |   |   |           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                    |   |             |   |   |           |  
|                                                                                                                                        |   |             |   |   |           |  
|Current Liabilities                                                                                                                     |   |             |   |   |           |  
|Accounts payables and
      accrued expenses                                                                                            | $ | 308,519     |   | $ | 7,500     |  
|Payroll Liabilities                                                                                                                     |   | 10,269      |   |   | -         |  
|Loans Payable                                                                                                                           |   | 43,713      |   |   | -         |  
|                                                                                                                                        |   |             |   |   |           |  
|Total
      Current Liabilities                                                                                                         |   | 362,500     |   |   | 7,500     |  
|                                                                                                                                        |   |             |   |   |           |  
|Total Liabilities                                                                                                                       |   | 362,500     |   |   | 7,500     |  
|                                                                                                                                        |   |             |   |   |           |  
|Commitments and Contingencies                                                                                                           |   |             |   |   |           |  
|                                                                                                                                        |   |             |   |   |           |  
|Stockholders' Equity                                                                                                                    |   |             |   |   |           |  
|Preferred stock, $.001 par
      value 10,000,000 shares
      authorized 
           no shares issued and
      outstanding            |   | -           |   |   | -         |  
|Common stock,
      $.001 par value 400,000,000 shares authorized
      and 
           141,886,459 shares issued and
      outstanding |   | 141,886     |   |   | 15        |  
|Additional paid-in capital                                                                                                              |   | 2,268,547   |   |   | 292,485   |  
|Deficit accumulated
      during the development stage                                                                                  |   | (818,389    | ) |   | (286,753  | )
|                                                                                                                                        |   |             |   |   |           |  
|Total
      Stockholders' (Deficiency) Equity                                                                                           |   | 1,592,044   |   |   | 5,747     |  
|                                                                                                                                        |   |             |   |   |           |  
|Total Liabilities and Stockholders'
      (Deficiency) Equity                                                                           | $ | 1,954,544   |   | $ | 13,247    |  

The accompanying notes are an integral part of these financial
  statements

F-3

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QUANTUM SOLAR POWER CORP.
  (FKA QV, QUANTUM VENTURES,
  INC.)
  (A Development Stage Company)

STATEMENTS OF OPERATIONS

|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   | For the Period      |  
|------------------------------------------------------------------------------ | - | -------------- | - | - | -------------- | - | - | -------------- | - | - | -------------- | - | - | ------------------- | -
|                                                                               |   | For the Three  |   |   | For the Three  |   |   | For the Nine   |   |   | For the Nine   |   |   | from April 14,      |  
|                                                                               |   | Months Ended   |   |   | Months Ended   |   |   | Months Ended   |   |   | Months Ended   |   |   | 2004 (inception) to |  
|                                                                               |   | March 31, 2010 |   |   | March 31, 2009 |   |   | March 31, 2010 |   |   | March 31, 2009 |   |   | March 31, 2010      |  
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|REVENUES                                                                       | $ | -              |   | $ | -              |   | $ | -              |   | $ | -              |   | $ | -                   |  
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|OPERATING EXPENSES                                                             |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|General and administrative
      expenses                                      |   | 150,292        |   |   | 476            |   |   | 150,891        |   |   | 1,611          |   |   | 331,646             |  
|Professional Fees                                                              |   | 79,288         |   |   | 6,193          |   |   | 98,300         |   |   | 18,538         |   |   | 204,299             |  
|Research and Development                                                       |   | 282,445        |   |   | -              |   |   | 282,445        |   |   | -              |   |   | 282,445             |  
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|Total operating expenses                                                       |   | 512,024        |   |   | 6,669          |   |   | 531,636        |   |   | 20,149         |   |   | 818,389             |  
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|Net loss before provision for income taxes                                     |   | (512,024       | ) |   | (6,669         | ) |   | (531,636       | ) |   | (20,149        | ) |   | (818,389            | )
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|Provision for income taxes                                                     |   | -              |   |   | -              |   |   | -              |   |   | -              |   |   | -                   |  
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|Net loss                                                                       | $ | (512,024       | ) | $ | (6,669         | ) | $ | (531,636       | ) | $ | (20,149        | ) | $ | (818,389            | )
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|Weighted average common
      shares 
        outstanding -  Basic and diluted |   | 141,886,459    |   |   | 117,300,000    |   |   | 141,886,459    |   |   | 117,300,000    |   |   | 141,886,459         |  
|                                                                               |   |                |   |   |                |   |   |                |   |   |                |   |   |                     |  
|Net loss per share  basic and diluted                                         | $ | (0.00          | ) | $ | (0.00          | ) | $ | (0.00          | ) | $ | (0.00          | ) | $ | (0.01               | )

The accompanying notes are an integral part of these financial
  statements

F-4

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QUANTUM SOLAR POWER CORP.
  (FKA QV, QUANTUM VENTURES,
  INC.)
  (A Development Stage Company)

STATEMENTS OF CASH FLOWS

|                                                        |   |                |   |   |                |   |   | For the Period      |  
|------------------------------------------------------- | - | -------------- | - | - | -------------- | - | - | ------------------- | -
|                                                        |   | For the Nine   |   |   | For the Nine   |   |   | from April 14,      |  
|                                                        |   | Months Ended   |   |   | Months Ended   |   |   | 2004 (inception) to |  
|                                                        |   | March 31, 2010 |   |   | March 31, 2009 |   |   | March 31, 2010      |  
|Cash Flows From Operating Activities                    |   |                |   |   |                |   |   |                     |  
|Net loss                                                | $ | (531,636       | ) | $ | (20,149        | ) | $ | (818,389            | )
|Adjustments to net loss to net cash                     |   |                |   |   |                |   |   |                     |  
|Stock issued for services                               |   | 170,641        |   |   | -              |   |   | 170,641             |  
|Impairment of intangible asset                          |   | -              |   |   | -              |   |   | 106,000             |  
|Changes in current assets and current liabilities:      |   |                |   |   |                |   |   |                     |  
|Accounts payable and accrued
      expenses             |   | 311,286        |   |   | (3,500         | ) |   | 327,787             |  
|                                                        |   |                |   |   |                |   |   |                     |  
|Net cash used in operating activities                   |   | (49,709        | ) |   | (23,649        | ) |   | (213,961            | )
|                                                        |   |                |   |   |                |   |   |                     |  
|Cash Flows From Investing Activities                    |   |                |   |   |                |   |   |                     |  
|Acquisition of Intangible Assets                        |   | -              |   |   | -              |   |   | (115,000            | )
|Net cash used in investing acticities                   |   | -              |   |   | -              |   |   | (115,000            | )
|                                                        |   |                |   |   |                |   |   |                     |  
|                                                        |   |                |   |   |                |   |   |                     |  
|Cash Flows From Financing
      Activities:             |   |                |   |   |                |   |   |                     |  
|Proceeds from note payable                              |   | 43,713         |   |   | -              |   |   | 43,713              |  
|Proceeds from the issuance of common stock              |   | -              |   |   | -              |   |   | 292,500             |  
|                                                        |   |                |   |   |                |   |   |                     |  
|Net cash provided by
      financing activities         |   | 43,713         |   |   | -              |   |   | 336,213             |  
|                                                        |   |                |   |   |                |   |   |                     |  
|Decrease in cash and cash
      equivalents             |   | (5,996         | ) |   | (23,649        | ) |   | 7,252               |  
|                                                        |   |                |   |   |                |   |   |                     |  
|Cash and Cash Equivalents,
      Beginning of Period    |   | 13,247         |   |   | 41,994         |   |   | -                   |  
|                                                        |   |                |   |   |                |   |   |                     |  
|Cash and Cash Equivalents,
      End of Period          | $ | 7,252          |   | $ | 18,345         |   | $ | 7,252               |  
|                                                        |   |                |   |   |                |   |   |                     |  
|Supplemental Disclosure of
      Cash Flow Information: |   |                |   |   |                |   |   |                     |  
|Cash paid for interest                                  | $ | -              |   | $ | -              |   | $ | -                   |  
|Cash paid for income taxes                              | $ | -              |   | $ | -              |   | $ | -                   |  
|Non-cash investing and financing                        |   |                |   |   |                |   |   |                     |  
|Shares issued
      for acquisition of intangible asset | $ | 1,947,292      |   | $ | -              |   | $ | -                   |  

The accompanying notes are an integral part of these financial
  statements

F-6

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QUANTUM SOLAR POWER CORP. 
  Formerly QV, Quantum Ventures,
  Inc. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars) 
  March 31, 2010 
  (Unaudited)

NOTE 1 - NATURE OF OPERATIONS

Organization

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. 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.

Corporate Background

Quantum Solar Power Corporation has developed a NGD solar cell
  technology. Quantums NGD is a patent pending, functioning, laboratory model
  that demonstrates its utility in solar power conversion without the necessity of
  utilizing expensive silicon or other semiconductors.

Conventional photovoltaic technologies based on silicon are
  expensive due to silicon purification and processing costs, while other
  lower-cost semiconductors have yet to show power conversion efficiencies
  comparable to silicon. These photovoltaic technologies are thus either efficient
  and expensive, or inefficient and inexpensive, entirely due to the reliance on
  semiconductors. The cost of electricity generated by these technologies is not
  competitive with other electricity sources such as coal-fired plants.

Quantum has a simple and elegant revolutionary advantage;
  expensive semiconductors are not necessary. Not only are semiconductors
  expensive to purchase and apply, they can also be the main source of power
  conversion losses in todays solar cell technologies. 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 that NGD-based solar cells
  can be produced at significantly less cost per Watt than current producers.

Quantum Solar Power Corp. will derive substantially all
  revenues from royalty based licensing arrangements. This business model will
  allow us to maximizing capital resources available at startup and through our
  licensee partners, positively address the large backlog of demand for high
  efficiency solar cell devices. This superior business model will enable Quantum
  to increase revenues and create brand recognition for Quantum without the time,
  capital and risk associated with manufacturing plant construction.

F-7

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QUANTUM SOLAR POWER CORP. 
  Formerly QV, Quantum Ventures, Inc. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars) 
  March 31, 2010 
  (Unaudited)

Going Concern

The accompanying financial statements have been prepared
  assuming the Company will continue as a going concern. As shown in the
  accompanying financial statements, the Company has no sales and has incurred a
  net loss of $512,024 for the third quarter ending March 31, 2010; and a net
  accumulated loss of $818,389 for the period from April 14, 2004 (inception) to
  March 31, 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 a private placement and public offering 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.

Unless otherwise indicated, amounts provided in these notes to
  the financial statements pertain to continuing operations. The Company is not
  currently earning any revenues.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of
  Quantum Solar Power Corp. (the "Company") have been prepared in accordance with
  accounting principles generally accepted in the United States of America and the
  rules of the Securities and Exchange Commission ("SEC"), and should be read in
  conjunction with the audited consolidated financial statements and notes thereto
  contained in the Companys Annual Report filed with the SEC on Form 10-K. In the
  opinion of management, all adjustments, consisting of normal recurring
  adjustments, necessary for a fair presentation of financial position and the
  results of operations for the interim periods presented have been reflected
  herein. The results of operations for interim periods are not necessarily
  indicative of the results to be expected for the full year. Notes to the
  unaudited interim consolidated financial statements which would substantially
  duplicate the disclosure contained in the audited consolidated financial
  statements for fiscal 2009 as reported in the 10-K have been omitted. The
  Company has not produced any revenue from its principal business and is an exploration stage company as defined by Accounting and
  Reporting by Development Stage Enterprises.

F-8

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QUANTUM SOLAR POWER CORP. 
  Formerly QV, Quantum Ventures, Inc. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars) 
  March 31, 2010 
  (Unaudited)

Use of Estimates

The preparation of financial statements in conformity with
  generally accepted accounting principles 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.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid
  investments with original maturities of three months or less.

Start-up Expenses

The Company has adopted "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 March 31, 2010.

Foreign Currency Translation

The Companys functional currency is the Canadian dollar as
  substantially all of the Companys operations are in Canada. The Company used
  the United States dollar as its reporting currency for consistency with
  registrants of the Securities and Exchange Commission and in accordance with
  Foreign Currency Translation.

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 March 31, 2010.

F-9

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QUANTUM SOLAR POWER CORP. 
  Formerly QV, Quantum Ventures, Inc. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars) 
  March 31, 2010 
  (Unaudited)

Transactions undertaken in currencies other than the functional
  currency of the entity are translated using the exchange rate in effect as of
  the transaction date. If applicable, exchange gains and losses are included in
  other items on the Consolidated Statements of Operations. There were no exchange
  gains or losses as of March 31, 2010.

Net Loss Per Share

The Company computed basic and diluted loss per share amounts
  for March 31, 2010 pursuant to Earnings per Share. There are no potentially
  dilutive shares outstanding and, accordingly, dilutive per share amounts have
  not been presented in the accompanying statements of operations.

Fair Value of Financial Instruments

Disclosures about Fair Value of Financial Instruments,
  requires disclosures of information regarding the fair value of certain
  financial instruments for which it is practicable to estimate the value. For
  purpose of this disclosure, the fair value of a financial instrument is the
  amount at which the instrument could be exchanged in a current transaction
  between willing parties, other than in a forced sale of liquidation.

Comprehensive Loss

Reporting Comprehensive Income, establishes standards for the
  reporting and display of comprehensive loss and its components in the financial
  statements. As of March 31, 2010 the Company has no items that represent
  comprehensive loss and therefore, has not included a schedule of comprehensive
  loss in financial statements.

Income Taxes

Income taxes are recognized in accordance with "Accounting for
  Income Taxes", whereby deferred income tax liabilities or assets at the end of
  each period 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.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted
  or will be required to adopt in the future are summarized below.

F-10

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QUANTUM SOLAR POWER CORP. 
  Formerly QV, Quantum Ventures, Inc. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars) 
  March 31, 2010 
  (Unaudited)

In February 2010, the FASB issued 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 Accounting Standards Update
  (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.

NOTE 3  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 an optical rectenna. 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.

F-11

---

QUANTUM SOLAR POWER CORP. 
  Formerly QV, Quantum Ventures, Inc. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars) 
  March 31, 2010 
  (Unaudited)

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 all stock transaction described below in Note 4.

NOTE 4  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
  with four individuals 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 Canadian Integrated Optics (IOM) Limited, an Isle of Man corporation, 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, Desmond Ross will return 47,000,000 shares of the
  Companys common stock.

On December 31, 2009, The Company completed the foregoing
  agreement; 71,500,000 restricted shares of common stock were issued to Canadian
  Integrated Optics (IOM) Limited, an Isle of Man corporation; and, Desmond Ross
  returned 47,000,000 shares of the Companys common stock.

During the quarter ended March 31, 2010 The Company completed a
  Private Placement with six individuals to issue 3,500 shares at a share price of
  $2.00 per share. The net proceeds received were $7,000. No commissions were paid
  and no registration rights have been granted.

F-12

---

QUANTUM SOLAR POWER CORP. 
  Formerly QV, Quantum Ventures, Inc. 
  (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars) 
  March 31, 2010 
  (Unaudited)

Also during the quarter ended March 31, 2010, shares were
  issued to two individuals as compensation for consulting services and as a
  performance bonus. Total shares issued were 82,959.

As of March 31, 2010, 141,886,459 shares of common stock
  outstanding.

NOTE 5-CHANGE OF NAME

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.

F-13

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
|------- | --------------------------------------------------------------------------------------------

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements contained in this Quarterly Report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions, include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under this caption
"Management's Discussion and Analysis or Plan of Operation" and elsewhere in
this Quarterly Report. We do not intend to update the forward-looking
information to reflect actual results or changes in the factors affecting such
forward-looking information. We advise you to carefully review the reports and
documents we file from time to time with the United States Securities and
Exchange Commission (the SEC).

OVERVIEW

The following discussion and analysis summarizes our plan of
operation for the next twelve months and our results of operations for the three
and nine month periods ended March 31, 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 semiconductors . 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

We have engaged in the following corporate developments since
the end of our second fiscal quarter dated December 31, 2009:

|1. | On March 3, 2010, we appointed Dr. Andras G.
      Pattantyus-Abraham as our Chief Technology Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | 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. To date CIO has advanced $43,713. We have not made
  any payments.

3

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|3. | On January 19, 2010, we changed the location of our
      principal place of business to 3900 Paseo del Sol, Santa Fe, NM, USA 87507
      from the former address at 16 Midlake Boulevard, Suite 312 SE, Calgary,
      Alberta, Canada.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|4. | On January 4, 2010, Desmond Ross resigned as our
      President and CEO and a Director and Daryl J. Ehrmantraut was appointed as
      our President and CEO and a Director.                                                            

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the three
and nine month periods ended March 31, 2010 and changes in our financial
condition from June 30, 2009. This discussion should be read in conjunction with
the Managements Discussion and Analysis of Financial Condition and Results of
Operation included in our Annual Report on Form 10-K for the year ended June 30,
2009 filed with the SEC on October 21, 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.

The Product

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 at
Simon Fraser University under CIOs existing research agreement (the
CIO Research Agreement) dated April 1, 2010. CIO will ensure that the CIO
Research Agreement continues until we can contract directly with SFU. The CIO
Research Agreement is for a term of four months from of April 1, 2010 to July
30, 2010. Under the terms of CIO Research Agreement (via the Technology
Acquisition Agreement) we are required to pay $195,219.00 CDN ($192,154 USD) to
SFU according to the following schedule:

|1. | $50,000.00 upon execution of the CIO Research Agreement;
      (which has been paid)
|-- | ------------------------------------------------------------------------------------
|2. | $48,406.33 on or by May 31, 2010;                                                   
|3. | $48,406.33 on or by June 30, 2010; and                                              
|4. | $48,406.33 on or by July 31, 2010                                                   

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

Semiconductors materials conventionally used for photovoltaics place a limit on large scale photovoltaic energy production, either due to cost or limited material reserves. Low-cost semiconductor approaches to photovoltaics are further limited by defects and lower power conversion efficiencies. By avoiding these conventional semiconductor materials, we believe that our NGD Technology has the potential to produce solar cells with a combination of high efficiencies and low cost thus far unobtainable with conventional photovoltaic technologies, and thus achieve significantly less cost per Watt than current producers.

4

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The Market

The electric power industry is one of the worlds largest
industrial segments, with annual revenue of approximately $1.06 trillion in
2004, according to the Datamonitor Group Media Team. Global electricity demand
has grown consistently at a rate between 2% and 5% annually for the past decade,
according to the Energy Information Administration of the United States
Department of Energy, . Worldwide demand for electricity is expected to increase
from 14.3 trillion kilowatt hours in 2003 (implying an average selling price of
$.075 per kilowatt hour) to 26.0 trillion kilowatt hours by 2025, according to
the United States Department of Energys International Energy Outlook. New
investments in generation, transmission and distribution to meet growth in the
demand for electricity, excluding investments in fuel supply, are expected to
total roughly $10 trillion by 2030, according to the International Energy
Agency.

Solar Power Market

The U.S. solar power market grew 37% in 2009 from the previous
year, with 481 megawatts of new solar generation installed, up from 351
megawatts installed in 2008, according to the Solar Energy Industries
Association.

The new additions boosted U.S. solar power capacity to more
than 2,000 megawatts, or 2 gigawatts, enough to serve more than 350,000 homes,
the group said. Much of the growth was driven by the rooftop residential
solar-panel market, which doubled last year, while three new solar-thermal power
plants also boosted solar output.

Solar Energy Demand -Worldwide photovoltaic
installations increased by 7.3 GW in 2009, up from 6,080 MW installed during the
previous year. In 1985, annual solar installation demand was only 21 MW.
Cumulative solar energy production accounts for less than 0.01% of total Global
Primary Energy demand. Solar Energy demand has grown at about 30% per annum over
the past 15 years (hydrocarbon energy demand typically grows between 0-2% per
annum). The US market grew to 485 megawatts in 2009. Japan's market is now the
fourth largest market. Spain was the largest market in 2008. The "Feed-in
Law" has led to Germany to become the largest market for installations in the
world in 2009. Asia Pacific, European and United States all are projected to
have strong growth over the next five years.

Photovoltaic Manufactured Solar Cells -in
megawatt terms, cell production in China and Taiwan reached 3,304 MW in 2008,
with Europe at 1,729 MW ahead of Japanese production at 1,172 MW in 2008.

Solar Energy Prices-Solar Energy (photovoltaic)
prices have declined on average 4% per annum over the past 15 years. Progressive
increase in conversion efficiencies and manufacturing economies of scale are the
underlying drivers. A residential solar energy system typically costs about
$8-10 per Watt. Where government incentive programs exist, together with lower
prices secured through volume purchases, installed costs as low as $3-4 watt -
or some 10-12 cents per kilowatt hour can be achieved. Without incentive
programs, solar energy costs (in an average sunny climate) range between 22-40
cents/kWh for very large PV systems.

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.

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;

5

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- 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.

Customers

We presently do not have any customers and do not anticipate
having direct interaction with any customers. Our current plan is to license the
NGD technology to third party manufacturers and derive our revenue from license
fees and royalties from sales by third parties. There is no assurance that we
will be able to license the technology to third parties or if we are able to
license the technology, that the third parties 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 will 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 $282,445 on research and development during the
nine months ended March 31, 2010.

Patents and Trademarks

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

6

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- 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 other countries under the Patent Cooperation
Treaty.

Employees

We have two full time employees, Mr. Ehrmantraut and Dr.
Pattantyus-Abraham and one part time employee, Mr. Hughes. These three
individuals are our executive officers.

RESULTS OF OPERATIONS

Three Months and Nine Months Summary

|                   |   | Three
        Months Ended |   |   | Percentage |   |  | Nine
        Months Ended |  |   | Percentage |  
|------------------ | - | -------------------------- | - | - | ---------- | - |  | ------------------------- |  | - | ---------- | -
|                   |   | March 31                   |   |   | Increase / |   |  | March 31                  |  |   | Increase / |  
|                   |   | 2010                       |   |   | 2009       |   |  | (Decrease)                |  |   | 2010       |  
|Revenue            | $ | -                          |   | $ | -          |   |  | n/a                       |  | $ | -          |  
|Operating Expenses |   | 512,024                    |   |   | 6,669      |   |  | 7577.7%                   |  |   | 531,636    |  
|Net Loss           | $ | (512,024                   | ) | $ | (6,669     | ) |  | 7577.7%                   |  | $ | (531,636   | )

Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the foreseeable future. Our ability to earn
revenues in the future is dependent upon the development and manufacturing of
our NGD solar cell technology and our ability to license its use to
manufacturers. There is no assurance that we will be able to develop and
manufacture our NGD solar cell technology.

Expenses

Our expenses for the three and nine month periods ended March
31, 2010 and 2009 consisted of the following:

|                           |   | Three
        Months Ended |  |   | Percentage |  |  | Nine
        Months Ended |  |   | Percentage | 
|-------------------------- | - | -------------------------- |  | - | ---------- |  |  | ------------------------- |  | - | ---------- | 
|                           |   | March 31                   |  |   | Increase / |  |  | March 31                  |  |   | Increase / | 
|                           |   | 2010                       |  |   | 2009       |  |  | (Decrease)                |  |   | 2010       | 
|General and administrative | $ | 150,292                    |  | $ | 476        |  |  | 31473.9%                  |  | $ | 150,891    | 
|Professional fees          |   | 79,288                     |  |   | 6,193      |  |  | 1180.3%                   |  |   | 98,300     | 
|Research and development   |   | 282,445                    |  |   | -          |  |  | 100%                      |  |   | 282,445    | 
|Total Expenses             | $ | 512,024                    |  | $ | 6,669      |  |  | 7577.7%                   |  | $ | 531,686    | 

We incurred expenses of $512,024 during the three-month period
ended March 31, 2010, an increase of $505,355 over the same period ended March 31,
2009. This increase is primarily the result of increased research and
development activity and opening an office in Santa Fe, New Mexico in
preparation for opening a second research and development facility.

Subject to our ability to obtain additional financing, of which
there is no assurance, we expect that our product and business development
activities will continue to increase over the course of the current fiscal year.
As such, we expect that our operating expenses will also continue to increase at
a significant rate.

We anticipate our operating expenses will increase as we
undertake our plan of operations and continue to implement our business plan.
The increase will be attributable to increased product and business development
activities and the professional fees associated with complying with our
reporting obligations under the Securities Exchange Act of 1934 (the Exchange
Act).

7

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LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                         |   |                   |   |   |                  |  |  |                     |   
|--------------------------------------- | - | ----------------- | - | - | ---------------- |  |  | ------------------- | --
|                                        |   |                   |   |   |                  |  |  | Percentage          |   
|                                        |   | At March 31, 2010 |   |   | At June 30, 2009 |  |  | Increase / Decrease |   
|Current Assets                          | $ | 7,252             |   | $ | 13,247           |  |  | 14654.6%            |   
|Current Liabilities                     |   | 362,500           |   |   | 7,500            |  |  | 4733.3%             |   
|Working Capital Surplus
      (Deficit) | $ | (355,248          | ) | $ | 5,747            |  |  | (6281.5             | )%

|Cash Flows                                  |   |                   |   |   |                   |  
|------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                            |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                            |   | March 31, 2010    |   |   | March 31, 2009    |  
|Cash Used in Operating
      Activities     | $ | (49,709           | ) | $ | (23,649           | )
|Cash Provided by Investing Activities       |   | -                 |   |   | -                 |  
|Cash Provided by Financing
      Activities |   | 43,713            |   |   | -                 |  
|Net Decrease in Cash During Period          | $ | (5,996            | ) | $ | (23,649           | )

The change in our working capital from a surplus at our fiscal
year ended June 30, 2009 to a deficit as of March 31, 2010 is primarily a result
of expenditures on research and development. As of March 31, 2010, the date of
our most recently available financial statements, we had cash on hand of $7,252.
Since our inception, we have used sales of 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.

Future Financings

Our plan of operation calls for significant expenses in
connection with the NGD Technology and requires us to obtain financing. We
recorded a net loss of $531,686 for the nine months ended March 31, 2010 and
have an accumulated deficit of $818,389 since inception. As at March 31, 2010,
we had cash of $7,252 and, for the next twelve months, management anticipates
that the minimum cash requirements to fund our proposed development program and
our continued operations will be $2,000,000. Accordingly, we do not have
sufficient funds to meet our planned expenditures over the next twelve months
and will need to seek financing to meet our planned expenditures. We anticipate
that any additional financing will likely be in the form of equity financing as
substantial debt financing will not likely be available at this stage of our
business. There is no assurance that we will be able to obtain financing now or
in the future.

Since our inception, we have used our common stock to raise
money for our operations and for our technology acquisitions. We have not
attained profitable operations and are dependent upon obtaining financing to
pursue our plan of operation. For these reasons, our independent auditors
believe there exists a substantial doubt about our ability to continue as a
going concern.

CONTRACTUAL OBLIGATIONS

|Contractual Obligations            | Payments Due By Period
|---------------------------------- | ----------------------
|Total                              | Less than 1 Year      
|Research
        Agreement         | $145,219.00           
|Revolving Credit
        Agreement | $43,713               

8

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OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to
our audited financial statements included in our Annual Report for the year
ended June 30, 2009.

ITEM
3.              
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.

9

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ITEM
4.              
CONTROLS AND PROCEDURES.

As of March 31, 2010, an evaluation was performed under the
supervision and with the participation of our management, including our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of the
effectiveness of the design and operation of our disclosure controls and
procedures. These controls and procedures are based on the definition of
disclosure controls and procedures in Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Exchange Act.

Based on that evaluation as of March 31, 2010, our management,
including the CEO and CFO concluded that our disclosure controls and procedures
were effective to ensure that the information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms.

Management, including our CEO and CFO, have concluded that our
disclosure controls and procedures provide reasonable assurance that the
controls and procedures will meet their desired control objectives. In designing
and evaluating our control system, management recognized that any control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance of achieving the desired control objectives. Further,
the design of a control system must reflect the fact that there are resource
constraints, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any that may affect our operations have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.

During the third quarter ended March 31, 2010, there were no
  changes in the Company's internal control over financial reporting that have
  materially affected, or are reasonably likely to materially affect, the Company's
  internal control over financial reporting.

10

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PART II - OTHER INFORMATION

ITEM
1.              
LEGAL PROCEEDINGS.

None.

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;                                                                                                        
|   |                                                                                                                                                                                                                                                                              
|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.

11

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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.

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, we may be unable to sell our
solar modules 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 our solar modules
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.

12

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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.

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 $818,389 for the period from
inception to March 31, 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 $7,252 of March 31,
2010.

13

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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 any
arrangements for financing and we may not be able to obtain financing when
required.

Our financial statements included with this Quarterly 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.

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;
| | -- | --------------------------------------------------------------------------------------------------------------------

14

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| | 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 March 31, 2010, we had cash in the amount of
approximately $7,252. 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
March 31, 2010 financial statements, we are in the development stage of
operations, have had losses from operations since inception, and have nominal
revenues and 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. 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.

15

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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.

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.

16

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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.

ITEM
2.              
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended March 31, 2010, we completed private
placements with six individuals to issue 3,500 shares at a price of $2.00 per
share. The net proceeds received were $7,000. The issuances were completed
pursuant to the provisions of Regulation S of the Securities Act. The Company
did not engage in a distribution of this offering in the United States. Each of
the subscribers represented that they were not US persons as defined in
Regulation S of the Act and that they were not acquiring the shares for the
account or benefit of a US person.

During the quarter ended March 31, 2010, the Company issued
shares to two individuals as compensation for consulting services and as a
performance bonus. Total shares issued were 82,929. The issuances were completed
pursuant to the provisions of Rule 506 of Regulation D of the Act. Each
subscriber represented that they were an accredited investor as defined under
Regulation D.

17

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ITEM
3.              
DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM
5.              
OTHER INFORMATION.

Adoption of Code of Ethics

On May 17, 2010, we adopted a Code of Ethics applicable to our
officers and directors, which is a code of ethics as defined by applicable
rules of the SEC. Each director and officer of the Corporation must comply with
the letter and spirit of the Code of Ethics. This purpose of the Code of Ethics
is to:

- Focus the Board of Directors and each officer on areas of ethical risk;
- Provide guidance to directors to help them recognize and deal with ethical
  issues;
- Provide mechanisms to report unethical conduct; and
- Help foster a culture of honesty and accountability.

Our Code of Ethics is attached as an exhibit to this Quarterly
Report on Form 10-Q for the three months ended March 31, 2010.

Adoption of Audit Committee Charter

On May, 17, 2010, we adopted an Audit Committee Charter which
provides appropriate guidance to audit committee members as to their duties. The
audit committee functions are performed by our Board of Directors. Our audit
committee is responsible for:

- Selection and oversight of our independent accountant;
- Establishing procedures for the receipt, retention and treatment of
  complaints regarding accounting, internal controls and audit matters;
- Establishing procedures for the confidential, anonymous submission by our
  employees of concerns regarding accounting and audit methods;
- Engaging outside advisors; and
- Funding for the outside auditor and any outside advisors engaged by the
  audit committee.

Our Audit Committee Charter is attached as an exhibit to this
Quarterly Report on Form 10-Q.

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On December 31, 2009, we completed the purchase of our NGD
Technology from Canadian Integrated Options (IOM) Ltd. (CIO). The acquisition
of the technology was completed pursuant to the terms of the Technology Purchase
Agreement dated December 16, 2009 (the Technology Purchase Agreement) between
CIO and the Company.

Under the terms of the Technology Purchase Agreement, CIO
transferred to the Company all of its right, title and interest in all of their
solar cell technology, namely pending patents and prototypes (the NGD
Technology). In consideration for the NGD Technology, we issued to CIO
71,500,000 shares of our common stock. Accordingly, we experienced a change in
control and CIO now controls approximately 50.3% of our issued and outstanding
shares of common stock.

18

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Upon execution of the acquisition of the NGD Technology,
Desmond Ross resigned as our Chief Executive Officer, President and Director.
Following Mr. Ross resignation, Daryl J. Ehrmantraut was appointed as our Chief
Executive Officer, President and as a Director.

As a result of our acquisition of the NGD Technology, we have
now changed our business focus to completing development of the NGD Technology
and devices using it. Prior to the acquisition of the NGD Technology, we may
have been considered a shell company. In addition, to the extent that we may
have been a shell company prior to the acquisition, our acquisition of the
NGD Technology has the effect of causing us to cease being a shell company.
Accordingly, we have included in this Quarterly Report on Form 10-Q the
information that would be required if we were filing a general form for
registration of securities on Form 10.

FORM 10 INFORMATION

BUSINESS

Overview

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 of silicon or other rare semiconductors. 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 the use of silicon or other semiconductors. 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.

On December 31, 2009, we completed the purchase the NGD
Technology from CIO. To the extent that we may have been considered a shell company
prior to that date, we are now no longer a shell company.

Technology Acquisition

On December 16, 2009, we entered into an agreement with CIO
(the Technology Acquisition Agreement)  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, and until we can contract
directly with the researchers and SFU. 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 are required to pay $195,219.00 CDN ($192,154 USD) to SFU
according to the following schedule:

19

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

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 silicon or other rare semiconductors.

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 for manufacturing 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 layers, 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).

20

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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.

21

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Research and Development Activities

We are currently conducting research and development on the
NGD Technology. We expended $282,445 on research and development during the
nine months ended March 31, 2010.

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 two full time employees, Mr. Ehrmantraut and Dr.
Pattantyus-Abraham.

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.

RISK FACTORS

See ITEM 1A. RISK FACTORS above.

22

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FINANCIAL INFORMATION

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

PLAN OF OPERATION

We are currently conducting research and development on a
contractual basis with Simon Fraser University, located in British Columbia,
Canada. We plan to focus all company resources on the development of the NGD
Technology and our proof of concept prototype.

Upon completion of development we will expect to derive
substantially all revenues from royalty based licensing arrangements with
licensed equipment manufacturers (OEMs). This business model should allow us
to maximize capital resources available at startup and through our licensees,
positively address the demand for high efficiency solar cell devices. This
business model is expected to enable us to earn revenues and create brand
recognition without the time, capital and risk associated with manufacturing
plant construction.

Under this business model, we plan to grant original equipment
manufacturers (OEMs) non-exclusive product licenses while retaining the
intellectual property to our product. The OEMs will be responsible for
modularization, sales, marketing and order fulfillment during the life of the
agreement and we will actively participate in the product manufacturing and
product marketing strategy in an advisory capacity. We will require that the
OEMs will prominently display our logo on finished modules.

This business model should position the Company to realize
greater product profitability and financial growth, by leveraging OEMs
resources, to create a sales, marketing and distribution system across key
alternative power segments, worldwide while transferring full financial,
regulatory and marketing responsibility to the OEMs. Our financial resources
can therefore be better utilized to leverage further development and growth.

SELECTED FINANCIAL DATA

|                                      |   | June
        30, | 
|------------------------------------- | - | ---------------- | 
|                                      |   | 2009             | 
|Sales                                 | $ | Nil              | 
|Gross Profit                          | $ | Nil              | 
|Net Income                            | $ | Nil              | 
|Net Income Per
        Share, diluted | $ | Nil              | 

|                                               |   | June 30, |  
|---------------------------------------------- | - | -------- | -
|                                               |   | 2009     |  
|Revenues                                       |   | -        |  
|Operating Expenses                             | $ | 28,747   |  
|Net Loss                                       | $ | (28,747  | )
|Net Loss Per Share,

        basic and diluted | $ | (0.00    | )

For the period from inception on April 14, 2004 to June 30,
2009, we have not earned any operating revenue. We had an accumulated net loss
of $286,753 from the period of inception to June 30, 2009. We incurred total
expenses of $286,753 from inception to June 30, 2009.

|                     |   | June 30, | 
|-------------------- | - | -------- | 
|                     |   | 2009     | 
|Working Capital      | $ | 5,747    | 
|Total Assets         | $ | 13,247   | 
|Stockholders Equity | $ | 5,747    | 

As of June 30, 2009, we had cash on hand of $13,247. 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, 2009, that there is substantial
doubt that we will be able to continue as a going concern.

23

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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.

RESULTS OF OPERATION

For the period from inception on April 14, 2004 to June 30,
2009, we have not earned any operating revenue. We had an accumulated net loss
of $286,753 since inception. We incurred total expenses of $286,753 since
inception.

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
$180,753 for the period from April 14, 2004 (inception) to June 30, 2009.
Administrative expenses for this period included the following expenses:

|Administrative Expenses       |   | June 30 |  |   | Inception to | 
|----------------------------- | - | ------- |  | - | ------------ | 
|                              |   | 2009    |  |   | 2008         | 
|General And Administrative    |   | 28,747  |  |   | 66.032       | 
|Impairment loss on Equipment  |   | -       |  |   | 100,000      | 
|Professional Fees             |   | -       |  |   | -            | 
|Total Administrative Expenses | $ | 28,747  |  | $ | 166,032      | 

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 $286,753 for the period
from inception to June 30, 2009. Our loss was attributable to the costs of
operating expenses which primarily consisted of acquisition costs, professional
fees paid in connection with acquiring our assets, preparing and filing our
initial Registration Statement, and Current, Quarterly and Annual Reports.

24

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LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                        |   |   |                        |   |  |                     | 
|----------------------- | - | ---------------------- | - | - | ---------------------- | - |  | ------------------- | 
|                        |   |                        |   |   |                        |   |  | 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)%             | 

|                        |   |                        |   |   |                        |   |  | Percentage          | 
|----------------------- | - | ---------------------- | - | - | ---------------------- | - |  | ------------------- | 
|                        |   | At
      June 30, 2008 |   |   | At
      June 30, 2007 |   |  | Increase / Decrease | 
|Current Assets          | $ | 41,994                 |   | $ | 8,026                  |   |  | 423.2%              | 
|Current Liabilities     |   | (7,500                 | ) |   | (7,500                 | ) |  | n/a                 | 
|Working Capital Surplus | $ | 34,494                 |   | $ | 526                    |   |  | 645.8%              | 

|Cash Flows                                    |   |                     |   |   |                     |   |   |                     |  
|--------------------------------------------- | - | ------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                              |   | Year Ended          |   |   | Year Ended          |   |   | Year Ended          |  
|                                              |   | June
      30, 2009 |   |   | June
      30, 2008 |   |   | June
      30, 2007 |  
|Cash Flows used in Operating Activities       | $ | (28,747             | ) | $ | (66,032             | ) | $ | (21,652             | )
|Cash Flows used in Investing Activities       |   | -                   |   |   | -                   |   |   | (10,000             | )
|Cash Flows provided by Financing Activities   |   | -                   |   |   | 200,000             |   |   | -                   |  
|Net Increase (decrease) in Cash During Period | $ | (28,747             | ) | $ | 33,968              |   | $ | (31,652             | )

As at June 30, 2009, we had cash of $13,247 and a working
capital of $5,747. 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. As at June 30, 2008, we had
cash of $41,994 and a working capital deficit of $258,006. The decreases in our
working capital at June 30, 2008 from our year ended June 30, 2007 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, 2008, from the comparable
periods of the preceding fiscal years are due to the cost of our acquisition of
the license agreement and our professional fees related to the acquisition
thereto and from the fact that we had no significant revenue on June 30, 2008.

Contractual Obligations

We had no outstanding contractual obligations at our fiscal
year end June 30, 2009.

Future Financings

As of June 30, 2009, we had cash on hand of $13,247. 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, 2009, 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.

25

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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 were previously filed on our Annual Report of Form 10-K for the fiscal year ended June 30, 2009, filed with the SEC on September 30, 2009 and on our Annual Report on Form 10-K for the year ended June 30, 2008 filed with the SEC on September 29, 2008.

26

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SeeITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK. Above.

PROPERTIES

Our principal office is located at Suite C-09, 3900 Paseo Del Sol, Santa Fe, New Mexico, 87507 USA. We have no mortgage or lien on any of our property. 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.

27

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of May 14, 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                         | 91,667(2)
        (Direct)                        | 0.1%                         
|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)                                            | 91,667(2)                                         | 0.1%                         
|5% STOCKHOLDERS       
|Common Stock           | Canadian Integrated Optics (IOM) Limited 
        8 St. Georges St., 
        Douglas, Isle of Man | 71,500,000 
        (Direct)                      | 50.3%                        

|(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. 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 Quarterly Report. As
      at May 14, 2010, we had 142,130,000 shares of our Common Stock issued and
      outstanding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Mr. Ehrmantraut holds 50,000 restricted shares of our
      Common Stock and has an option to acquire 41,667 shares of our Common
      Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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DIRECTORS AND EXECUTIVE OFFICERS

The following tables set forth information regarding our
executive officers and directors as of May 14, 2010:

|Name                      | Age | Positions                                                       
|------------------------- | --- | ----------------------------------------------------------------
|Daryl J. Ehrmantraut      | 58  | Chief Executive Officer,
      President and Director           
|Andras Pattantyus-Abraham | 35  | 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. Ehrmantraut was 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 4, 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 a 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 significant employees other than our officers and
directors.

EXECUTIVE COMPENSATION

Executive Officer and Director Compensation

We have not paid any compensation to our directors or officers
during the fiscal years ended June 30, 2009 and 2008.

Subsequent to the year ended June 30, 2009, Desmond Ross
resigned as a director and executive officer on January 4, 2010.

29

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Daryl J. Ehrmantraut was appointed as our CEO and President and
a Director on January 4, 2010. Mr. Ehrmantraut will receive compensation of
$10,000 per month in addition to bonus and equity compensation as deemed proper
by the Board of Directors.

Andras Pattantyus-Abraham was appointed as our Chief Technology
  Officer on March 3, 2010.

We do not currently have a compensation arrangement with Dr. Pattantyus-Abraham or Graham Hughes

Outstanding Equity Awards At Fiscal Year End

As at June 30, 2009, we had no outstanding equity awards.

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 our stock option plan. 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 Mr. Ross and Mr. Hughes in determining what
levels of compensation are in the best interests of the Company. On January 4,
2010, Daryl Ehrmantraut was appointed to replace Mr. Ross on the Board of
Directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

Except as described below, none of the following parties has,
in the last two 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:

- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- 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;
- Any of our promoters; and
- Any member of the immediate family (including spouse, parents, children,
  siblings and in-laws) of any of the foregoing persons.

NGD Technology Purchase

Under the terms of the Asset Purchase Agreement, we issued
71,500,000 shares of our common stock to Canadian Integrated Optics (IOM) Ltd.
(CIO), a beneficial holder of more than five percent of our issued and
outstanding shares. As part of the transaction, Desmond Ross returned 47,000,000 shares to the treasury.

30

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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. In applying this definition, we have determined that Mr.
Ehrmantraut and Mr. Hughes do not qualify as independent directors.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and, to
our knowledge, no such proceedings are threatened or contemplated.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are trading on the OTC Bulletin
Board under the symbol QPSW. The high and the low bid prices for our shares
during the last two fiscal years as reported by the OTC Bulletin Board were:

|QUARTER            | HIGH ($) | LOW ($)
|------------------ | -------- | -------
|September 30, 2007 | 0        | 0      
|December 31, 2007  | 0        | 0      
|March 31, 2008     | 0        | 0      
|June 30, 2008      | 5.60     | 0      
|September 30, 2008 | 5.45     | 4.30   
|December 31, 2008  | 0        | 0      
|March 31, 2009     | 1.50     | 0.51   
|June 30 ,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

As of May 14, 2010, there were 142,130,000 shares of our common
stock issued and outstanding that are held of record by 46registered
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 below 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.

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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 15, 2008, we issued 100,000 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 December 31, 2009, we issued 71,500,000 shares of our common
stock to CIO upon completing our acquisition of the NGD solar cell technology.
These shares were issued in reliance on Regulation S of the Securities Act. CIO
represented that it was not a U.S. Person as defined under Regulation S of the
Securities Act.

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DESCRIPTION OF REGISTRANTS SECURITIES

General

The following description of our capital stock is a summary of
the material terms and is subject to and qualified in its entirety by our
articles of incorporation, our bylaws and Nevada Law. Our authorized capital
stock consists of 410,000,000 shares consisting of two classes of stock as
follows:

On December 31, 2009, we issued 71,500,000 shares to Canadian
Integrated Optics (IOM) Ltd. (CIO) and Desmond Ross returned 47,000,000 shares to the treasury.  As a result CIO now holds 50.3% of our
issued and outstanding common stock. Current beneficial ownership information is
contained below.

Common Stock

Our articles of incorporation authorize the issuance of
400,000,000 shares of common stock, par value $0.001 per share. Each holder of
common stock is entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not permitted by the articles of incorporation.

Holders of outstanding shares of common stock are entitled to
such dividends as may be declared from time to time by the board of directors
out of legally available funds and, in the event of liquidation, dissolution or
winding up of the our affairs. In the event that any of the aforementioned
situations occur holders are entitled to receive, ratably, our net assets
available to stockholders after distribution is made to the preferred
stockholders, if any, who are given preferred rights upon liquidation. Holders
of outstanding shares of common stock have no preemptive, conversion or
redemptive rights. To the extent that additional shares of our common stock are
issued, the relative interests of then existing stockholders may be diluted.

As of the date of this Quarterly Report, there were 142,130,000
shares of our common stock issued and outstanding, held by 46 stockholders of
record.

Preferred Stock

Our articles of incorporation authorize the issuance of
10,000,000 shares of preferred stock, par value $0.001 per share. Our board of
directors is authorized to issue the preferred stock from time to time in series
and is further authorized to establish such series, to fix and determine the
variations in the relative rights and preferences as between series, to fix
voting rights, if any, for each series, and to allow for the conversion of
preferred stock into common stock. No preferred stock has been issued to date.

Equity Compensation Plans

We did not have any equity compensation plans during our fiscal
year ended June 30, 2009.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Neither our Articles of Incorporation nor Bylaws prevent us
from indemnifying our officers, directors and agents to the extent permitted
under the Nevada Revised Statute ("NRS"). NRS Section 78.502, provides that a
corporation shall indemnify any director, officer, employee or agent of a
corporation against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with any the defense to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter
therein.

NRS 78.502(1) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he: (a) is not
liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

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NRS Section 78.502(2) provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he: (a) is not liable pursuant to NRS
78.138; or (b) acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals there from, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided
by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or
officer acts as the alter ego of the corporation. The question of whether a
director or officer acts as the alter ego of a corporation must be determined by
the court as a matter of law.

No pending material litigation or proceeding involving our
directors, executive officers, employees or other agents as to which
indemnification is being sought exists, and we are not aware of any pending or
threatened material litigation that may result in claims for indemnification by
any of our directors or executive officers.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed hereby in the Securities Act and we
will be governed by the final adjudication of such issue.

SECTION 3  SECURITIES AND TRADING MARKETS

UNREGISTERED SALES OF EQUITY SECURITIES.

Issuance of Securities to Canadian Integrated Optics (IOM)
Ltd.

On December 31, 2009, in order to complete the acquisition of
the NGD solar cell technology, we issued 71,500,000 shares of our common stock
to Canadian Integrated Optics (IOM) Ltd. (CIO). These shares were issued in
reliance on Regulation S of the Securities Act. CIO represented that it was not
a U.S. Person as defined under Regulation S of the Securities Act and that it
was acquiring the shares for an investment purpose.

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SECTION 5  CORPORATE GOVERNANCE AND MANAGEMENT

CHANGES IN CONTROL OF REGISTRANT.

On December 31, 2009, as a result of Desmond Ross returning 47,000,000 shares of his common stock to the treasury and the issuance of 71,500,000 restricted shares of common stock to Canadian Integrated Optics (IOM) Ltd., an Isle of Man corporation, a change in control resulted.

DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.

On March 3, 2010, Dr. Andras G. Pattantyus-Abraham was
appointed as our Chief Technology Officer.

On January 4, 2010, Desmond Ross resigned as our Chief
Executive Officer, President, and from our Board of Directors. The resignations
of Mr. Ross were not due to any disagreements with the Company.

Upon the tendering of Mr. Ross resignations, Daryl J.
Ehrmantraut was appointed to our Board of Directors and as our Chief Executive
Officer and President.

CHANGE IN SHELL COMPANY STATUS.

As a result of our acquisition of NGD Technology on December
31, 2009 we have completed a transaction that has the effect of causing us to
cease being a shell company. The details of our acquisition of the NGD
Technology are described under Item 2 of this Quarterly Report.

FINANCIAL STATEMENTS AND EXHIBITS.

Audited financial statements for the years ended June 30, 2009,
2008 and 2007 were previously filed on our Annual Report of Form 10-K for the
fiscal year ended June 30, 2009, filed with the SEC on September 30, 2009 and on
our Annual Report on Form 10-K for the year ended June 30, 2008 filed with the
SEC on September 29, 2008.

**ITEM
6.****EXHIBITS.**

The following exhibits are either provided with this Quarterly
Report on Form 10-Q 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     | 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.
|3.4     | Certificate of Amendment to Articles
        of Incorporation.                                                                                                              
|3.5     | Certificate of
        Amendment to Articles of Incorporation.                                                                                                              
|3.6     | Bylaws, as amended. (1)                                                                                                                                                     
|10.1    | Technology
        Acquisition Agreement between Quantum and Canadian Integrated Optics (IOM)
        Ltd. dated December 16, 2009.                                         
|10.2    | Investor relations Consulting
        Services Contract between Quantum and Green Street Capital Partners, LLC
        dated January 6, 2010.(2)                            
|10.3    | Office Space
        Lease Agreement between Quantum and Santa Fe Business Incubator, Inc.
        dated January 19, 2010.(2)                                               

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|Exhibit |                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                               
|10.4    | Revolving
        Line of Credit Agreement between Quantum and Canadian Integrated Optics
    (IOM) Ltd. dated February 20, 2010.                                     
|14.1    | Code
        of Ethics.                                                                                                                                               
|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.                                                                                                                                      

|(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.

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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: | May
      17, 2010 |  | By: | /s/
      Daryl J. Ehrmantraut                  
|       |                    |  |     | DARYL J. EHRMANTRAUT                            
|       |                    |  |     | Chief Executive Officer and President           
|       |                    |  |     | (Principal Executive Officer)                   
|       |                    |  |     |                                                 
|       |                    |  |     |                                                 
|       |                    |  |     |                                                 
|       |                    |  |     |                                                 
|Dated: | May
      17, 2010 |  | By: | /s/
      Graham R. Hughes                      
|       |                    |  |     | GRAHAM R. HUGHES                                
|       |                    |  |     | Chief Financial Officer, Secretary and Treasurer
|       |                    |  |     | (Principal Accounting Officer)                  

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