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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 September 30,
2010

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

For the transition period from ________to ________

COMMISSION FILE 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 A311                                       |                                     
|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 November 5, 2010, the Issuer had 144,293,692 shares of common stock, issued
and outstanding.

1

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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 month period ended September
30, 2010 are not necessarily indicative of the results that can be expected for
the year ending June 30, 2011.

As used in this Quarterly Report, the terms "we, "us, "our,
and Quantum mean Quantum Solar Power Corp., 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. AND SUBSIDIARY  
|------------------------------------------
|(A Development Stage Company)             
|CONSOLIDATED BALANCE SHEETS               
|(Expressed in
      United States dollars)

|                                                                                                                                                                                                                                                                                                                                      |   | September  |   |   | June 30,   |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                                                                                                                                                                                                                                                                      |   | 30,        |   |   | 2010       |  
|                                                                                                                                                                                                                                                                                                                                      |   | 2010       |   |   |            |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|ASSETS                                                                                                                                                                                                                                                                                                                                |   |            |   |   |            |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Current                                                                                                                                                                                                                                                                                                                               |   |            |   |   |            |  
|Cash                                                                                                                                                                                                                                                                                                                                  | $ | 501,192    |   | $ | 70,230     |  
|Receivables                                                                                                                                                                                                                                                                                                                           |   | 3,773      |   |   | 4,638      |  
|Prepaid Expenses                                                                                                                                                                                                                                                                                                                      |   | 1,676      |   |   | 11,376     |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Total Current Assets                                                                                                                                                                                                                                                                                                                  |   | 506,641    |   |   | 86,244     |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Equipment(Note 3)                                                                                                                                                                                                                                                                                                                     |   | 2,502      |   |   | 2,780      |  
|Patents(Note 4)                                                                                                                                                                                                                                                                                                                       |   | 1,554,004  |   |   | 1,573,189  |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Total
      Assets                                                                                                                                                                                                                                                                                                                    | $ | 2,063,147  |   | $ | 1,662,213  |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                  |   |            |   |   |            |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Current                                                                                                                                                                                                                                                                                                                               |   |            |   |   |            |  
|Accounts payable and accrued
      liabilities                                                                                                                                                                                                                                                                                        | $ | 58,462     |   | $ | 382,456    |  
|Subscriptions received
      in advance (Note 6)                                                                                                                                                                                                                                                                                      |   | 1,144,000  |   |   | 76,500     |  
|Line of credit (Note 5)                                                                                                                                                                                                                                                                                                               |   | -          |   |   | 18,713     |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Total Liabilities                                                                                                                                                                                                                                                                                                                     |   | 1,202,462  |   |   | 477,669    |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Stockholders equity                                                                                                                                                                                                                                                                                                                  |   |            |   |   |            |  
|Preferred stock, $0.001 par value
      10,000,000 shares authorized
      
               no shares issued and
      outstanding Common stock, $0.001 par value 400,000,000 shares
      authorized and         142,516,692
      (2010  142,130,000) shares issued and outstanding as of
              September 30, 2010 (Note 6) |   | 142,517    |   |   | 142,130    |  
|Commitment to issue shares (Note 6)                                                                                                                                                                                                                                                                                                   |   | 80,000     |   |   | 112,632    |  
|Additional paid in
      capital (Note 6)                                                                                                                                                                                                                                                                                             |   | 3,487,707  |   |   | 2,577,498  |  
|Accumulated deficit during the
      development stage                                                                                                                                                                                                                                                                                |   | (2,849,539 | ) |   | (1,647,716 | )
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Total Stockholders Equity                                                                                                                                                                                                                                                                                                            |   | 860,685    |   |   | 1,184,544  |  
|                                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
|Total
      Liabilities and Stockholders Equity                                                                                                                                                                                                                                                                                      | $ | 2,063,147  |   | $ | 1,662,213  |  

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

3

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

|                                                           |   |               |   |   |               |   |   |               |   |   | For the        |  
|---------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | -------------- | -
|                                                           |   | For the       |   |   | For the       |   |   | For the       |   |   | Period From    |  
|                                                           |   | 3 Months      |   |   | 3 Months      |   |   | 3 Months      |   |   | April 14, 2004 |  
|                                                           |   | Ended         |   |   | Ended         |   |   | Ended         |   |   | (Inception)    |  
|                                                           |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30,  |  
|                                                           |   | 2010          |   |   | 2009          |   |   | 2008          |   |   | 2010           |  
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|OPERATING EXPENSES                                         |   |               |   |   |               |   |   |               |   |   |                |  
|Amortization of
      equipment                            | $ | 278           |   | $ | -             |   | $ | -             |   | $ | 835            |  
|Amortization of patents                                    |   | 19,185        |   |   | -             |   |   | -             |   |   | 57,555         |  
|General and
      administrative                           |   | 183,000       |   |   | 8,045         |   |   | 9,497         |   |   | 480,225        |  
|Professional fees                                          |   | 72,436        |   |   | -             |   |   | -             |   |   | 422,554        |  
|Research and
      development                             |   | 402,000       |   |   | -             |   |   | -             |   |   | 1,097,738      |  
|Stock-based compensation (Note 6)                          |   | 154,924       |   |   | -             |   |   | -             |   |   | 314,633        |  
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|                                                           |   | (831,823      | ) |   | (8,045        | ) |   | (9,497        | ) |   | (2,373,539     | )
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|OTHER ITEM                                                 |   |               |   |   |               |   |   |               |   |   |                |  
|Impairment of intangible assets                            |   | -             |   |   | -             |   |   | -             |   |   | (106,000       | )
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|Loss and comprehensive loss for the period                 | $ | (831,823      | ) | $ | (8,045        | ) | $ | (9,497        | ) | $ | (2,479,539     | )
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|Basic and diluted loss per common share                    | $ | (0.01         | ) | $ | (0.00         | ) | $ | (0.00         | ) |   |                |  
|                                                           |   |               |   |   |               |   |   |               |   |   |                |  
|Weighted average number of common shares
      outstanding |   | 142,310,736   |   |   | 117,300,000   |   |   | 117,220,822   |   |   |                |  

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

4

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

|                                              |  | Common Stock |   |   |         |   |   |            |   |   |            |   |   |             |  
|--------------------------------------------- |  | ------------ | - | - | ------- | - | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   | Accumulated |  
|                                              |  |              |   |   |         |   |   | Additional |   |   | Commitment |   |   | Deficit     |  
|                                              |  |              |   |   |         |   |   | Paid in    |   |   | to Issue   |   |   | During the  |  
|                                              |  | Shares       |   |   | Amount  |   |   | Capital    |   |   | Shares     |   |   | Dev. Stage  |  
|Balance, April 14, 2004 (Inception)           |  | -            |   | $ | -       |   | $ | -          |   | $ | -          |   | $ | -           |  
|Common shares issued at par                   |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |   |   | -           |  
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (9,557      | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Balance, June 30, 2004                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |   |   | (9,557      | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (40,111     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Balance, June 30, 2005                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |   |   | (49,668     | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (26,654     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Balance, June 30, 2006                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |   |   | (76,322     | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (15,652     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Balance, June 30, 2007                        |  | 117,200,000  |   |   | 15      |   |   | 92,485     |   |   | -          |   |   | (91,974     | )
|Common shares
      issued at $2.00 per share |  | 100,000      |   |   | 100     |   |   | 199,900    |   |   | -          |   |   | -           |  
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (166,032    | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Balance, June 30, 2008                        |  | 117,300,000  |   |   | 115     |   |   | 292,385    |   |   | -          |   |   | (258,006    | )
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (28,747     | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Balance, June 30, 2009                        |  | 117,300,000  |   |   | 115     |   |   | 292,385    |   |   | -          |   |   | (286,753    | )
|Private placement                             |  | 280,000      |   |   | 280     |   |   | 559,720    |   |   | -          |   |   | -           |  
|Share issuance costs                          |  | -            |   |   | -       |   |   | (4,140     | ) |   | -          |   |   | -           |  
|Stock-based compensation                      |  | -            |   |   | -       |   |   | 159,709    |   |   | -          |   |   | -           |  
|Subscriptions
      received in advance       |  | -            |   |   | -       |   |   | -          |   |   | 112,632    |   |   | -           |  
|Acquisition of patents                        |  | 71,500,000   |   |   | 71,500  |   |   | 1,540,059  |   |   | -          |   |   | -           |  
|Shares issued for
      services              |  | 50,000       |   |   | 50      |   |   | 99,950     |   |   | -          |   |   | -           |  
|Par value reclassification                    |  | -            |   |   | 117,185 |   |   | (117,185   | ) |   | -          |   |   | -           |  
|Return to treasury                            |  | (47,000,000  | ) |   | (47,000 | ) |   | 47,000     |   |   | -          |   |   | -           |  
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (1,360,963  | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Balance, June 30, 2010                        |  | 142,130,000  |   |   | 142,130 |   |   | 2,577,498  |   |   | 112,632    |   |   | (1,647,716  | )
|                                              |  |              |   |   |         |   |   |            |   |   |            |   |   |             |  
|Shares issued for services                    |  | 112,632      |   |   | 113     |   |   | 112,519    |   |   | (112,632   | ) |   | -           |  
|Private placement                             |  | 274,060      |   |   | 274     |   |   | 273,786    |   |   | -          |   |   | -           |  
|Share issue costs                             |  | -            |   |   | -       |   |   | (1,020     | ) |   | -          |   |   | -           |  
|Stock-based
      compensation                |  | -            |   |   | -       |   |   | 154,924    |   |   | -          |   |   | -           |  
|Commitment to issue shares for
      services |  | -            |   |   | -       |   |   | -          |   |   | 80,000     |   |   | -           |  
|Net loss                                      |  | -            |   |   | -       |   |   | -          |   |   | -          |   |   | (831,823    | )
|Dividend - warrants                           |  | -            |   |   | -       |   |   | 370,000    |   |   | -          |   |   | (370,000    | )
|                                              |  | 142,516,692  |   | $ | 142,517 |   | $ | 3,487,707  |   | $ | 80,000     |   | $ | (2,849,539  | )

See accompanying notes to consolidated financial statements.

5

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

|                                                     |   |               |   |   |               |   |   |               |   |   | For the        |  
|---------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | - | - | -------------- | -
|                                                     |   |               |   |   |               |   |   |               |   |   | Period         |  
|                                                     |   |               |   |   |               |   |   |               |   |   | From           |  
|                                                     |   | For the       |   |   | For the       |   |   | For the       |   |   | April 14,      |  
|                                                     |   | 3 Months      |   |   | 3 Months      |   |   | 3 Months      |   |   | 2004           |  
|                                                     |   | Ended         |   |   | Ended         |   |   | Ended         |   |   | (inception) to |  
|                                                     |   | September 30, |   |   | September 30, |   |   | September 30, |   |   | September 30,  |  
|                                                     |   | 2010          |   |   | 2009          |   |   | 2008          |   |   | 2010           |  
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES                 |   |               |   |   |               |   |   |               |   |   |                |  
|Loss for
      the year                              | $ | (831,823      | ) | $ | (8,045        | ) | $ | (9,497        | ) | $ | (2,479,539     | )
|Items not affecting cash:                            |   |               |   |   |               |   |   |               |   |   |                |  
|Amortization of equipment                            |   | 278           |   |   | -             |   |   | -             |   |   | 834            |  
|Amortization of intangible assets                    |   | 19,185        |   |   | -             |   |   | -             |   |   | 57,555         |  
|Impairment of intangible assets                      |   | -             |   |   | -             |   |   | -             |   |   | 106,000        |  
|Stock-based compensation                             |   | 154,924       |   |   | -             |   |   | -             |   |   | 314,633        |  
|Shares for management services                       |   | -             |   |   | -             |   |   | -             |   |   | 100,000        |  
|Shares for consulting and management bonuses         |   | 80,000        |   |   | -             |   |   | -             |   |   | 192,632        |  
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|Changes in non-cash
      working capital items:     |   |               |   |   |               |   |   |               |   |   |                |  
|Increase in receivables                              |   | 865           |   |   | -             |   |   | -             |   |   | (3,773         | )
|Increase in prepaid expenses                         |   | 9,700         |   |   | -             |   |   | -             |   |   | (1,676         | )
|Increase in accounts payable and accrued liabilities |   | (323,994      | ) |   | 2,500         |   |   | (1,250        | ) |   | 67,462         |  
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|Net cash
      used in operating activities          |   | (890,865      | ) |   | (5,545        | ) |   | (10,747       | ) |   | (1,645,872     | )
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES           |   |               |   |   |               |   |   |               |   |   |                |  
|Issue of capital stock                               |   | 208,560       |   |   | -             |   |   | -             |   |   | 1,061,060      |  
|Share
      issuance costs                           |   | (1,020        | ) |   | -             |   |   | -             |   |   | (5,160         | )
|Subscriptions received in
      advance              |   | 1,133,000     |   |   | -             |   |   | -             |   |   | 1,209,500      |  
|Line of
      credit                                 |   | -             |   |   | -             |   |   | -             |   |   | 43,713         |  
|Repayment on line of
      credit                    |   | (18,713       | ) |   | -             |   |   | -             |   |   | (43,413        | )
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|Net cash provided by
      financing activities      |   | 1,321,827     |   |   | -             |   |   | -             |   |   | 2,265,400      |  
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                 |   |               |   |   |               |   |   |               |   |   |                |  
|Equipment                                            |   | -             |   |   | -             |   |   | -             |   |   | (3,336         | )
|Purchase of technology
      rights                  |   | -             |   |   | -             |   |   | -             |   |   | (15,000        | )
|Purchase
      of intangible assets                  |   | -             |   |   | -             |   |   | -             |   |   | (100,000       | )
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|Net cash
      used in investing activities          |   | -             |   |   | -             |   |   | -             |   |   | (118,336       | )
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|Change in cash during the
      period               |   | 430,962       |   |   | (5,545        | ) |   | (10,747)      |   |   | 501,192        |  
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|Cash, beginning of
      period                      |   | 70,230        |   |   | 13,247        |   |   | 41,994        |   |   | -              |  
|                                                     |   |               |   |   |               |   |   |               |   |   |                |  
|Cash, end of period                                  | $ | 501,192       |   | $ | 7,702         |   | $ | 31,247        |   | $ | 501,192        |  

Supplemental disclosure with respect to cash flows(Note
7)

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

6

---

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

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Quantum Solar Power Corp. (the Company) was
      incorporated in Nevada on April 14, 2004. The Company is a development
      stage company engaged in the business of developing and commercializing
      next generation solar power technology under the name Next Generation
      Device abbreviated NGD. Quantums NGD is a patent pending, functioning,
      laboratory model that demonstrates its utility in solar power conversion.
      On June 16, 2008 stockholders by way of Proxy Statement confirmed and
      ratified the change of the companys name from QV, Quantum Ventures, Inc.
      to Quantum Solar Power Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company operates in one reportable segment being the
      research and development of solar power technology in Canada and the
      United States of America. Revenues will be substantially derived from
      royalty based licensing arrangements in this reporting segment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | These consolidated financial statements have been
      prepared consistent with accounting policies generally accepted in the
      United States (U.S. GAAP) assuming the Company will continue as a going
      concern. Currently, the Company has no sales and has incurred a net loss
      of $831,823 for the first quarter ending September 30, 2010 and an
      accumulated loss of $2,479,539 for the period from April 14, 2004
      (inception) to September 30, 2010. The future of the Company is dependent
      upon its ability to obtain financing and upon future profitable operations
      from development and commercialization of an NGD. Management has plans to
      seek additional capital through private placements and public offerings of
      its common stock. These factors raise substantial doubt that the Company
      will be able to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Management's plans for the continuation of the Company as
      a going concern include financing the Company's operations through
      issuance of its common stock. If the Company is unable to complete its
      financing requirements or achieve revenue as projected, it will then
      modify its expenditures and plan of operations to coincide with the actual
      financing completed and actual operating revenues. There are no
      assurances, however, with respect to the future success of these
    plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The accompanying financial statements do not include any
      adjustments to the recorded assets or liabilities that might be necessary
      should the Company fail in any or the above objectives and is unable to
      operate for the coming year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The accompanying unaudited financial statements have been
      prepared by the Company in conformity with U.S. GAAP applicable to interim
      financial information. Accordingly, certain information and footnote
      disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed, or omitted. In the opinion of management, the unaudited interim
      financial statements include all adjustments necessary for the fair
      presentation of the results of the interim periods presented. All
      adjustments are of a normal recurring, nature, except as otherwise noted
      below. These financial statements should be read in conjunction with the
      Companys audited consolidated financial statements and notes thereto for
      the year ended June 30, 2010, included in the Companys Annual Report on
      Form 10-K, filed September 13, 2010, with the Securities Exchange
      Commission. The results of operations for the interim periods are not
      necessarily indicative of the results of operations for any other interim
      period or for a full fiscal year. Certain comparative figures have been
      reclassified to conform with the current periods presentation.

7

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

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recent accounting pronouncements that the Company has
      adopted or will be required to adopt in the future are summarized
      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In January 2010, the FASB issued ASU 2010-06 which is
      intended to improve disclosures about fair value measurements. The
      guidance requires entities to disclose significant transfers in and out of
      fair value hierarchy levels, the reasons for the transfers and to present
      information about purchases, sales, issuances and settlements separately
      in the reconciliation of fair value measurements using significant
      unobservable inputs (Level 3). Additionally, the guidance clarifies that a
      reporting entity should provide fair value measurements for each class of
      assets and liabilities and disclose the inputs and valuation techniques
      used for fair value measurements using significant other observable inputs
      (Level 2) and significant unobservable inputs (Level 3). The Company has
      applied the new disclosure requirements as of January 1, 2010, except for
      the disclosures about purchases, sales, issuances and settlements in the
      Level 3 reconciliation, which will be effective for interim and annual
      periods beginning after December 15, 2010. The adoption of this guidance
      has not had and is not expected to have a material impact on the Companys
      financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2010, the FASB issued ASU 2010-13, Compensation
       Stock Compensation (Topic 718), amending ASC 718. ASU 2010-13 clarifies
      that a share-based payment award with an exercise price denominated in the
      currency of a market in which the entitys equity securities trade should
      not be classified as a liability if it otherwise qualifies as equity. ASU
      2010-13 also improves GAAP by improving consistency in financial reporting
      by eliminating diversity in practice. ASU 2010-13 is effective for interim
      and annual reporting periods beginning after December 15, 2010 (January 1,
      2011 for the Company). The Company is currently evaluating the impact of
      ASU 2010-09, but does not expect its adoption to have a material impact on
      the Companys financial reporting and
disclosures.                                                                                                                                                                                                                                                                                                                                                                                                                                         

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

| |                    |   | 3 months  |  |   |              | 
| | ------------------ | - | --------- |  | - | ------------ | 
| |                    |   | ended     |  |   | Year ended   | 
| |                    |   | September |  |   | June 30,     | 
| |                    |   | 30, 2010  |  |   | 2010         | 
| |                    |   |           |  |   |              | 
| |                    |   |           |  |   | Accumulated  | 
| |                    |   | Cost      |  |   | Amortization | 
| |                    |   |           |  |   |              | 
| | Computer equipment | $ | 3,336     |  | $ | 834          | 

8

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

|4. | TECHNOLOGY PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On April 15, 2008, QV, Quantum Ventures, Inc. entered
      into a License agreement ( The Agreement) with Canadian Integrated
      Optics International Ltd. of Douglas, Isle of Man (CIOI), to manufacture
      and market CIOIs patent pending solar technology based on a new approach
      for the generation of solar power. On May 7, 2008 the Agreement was
      subsequently amended and executed by CIOI and on May 16, 2008 the
      agreement was executed by QV, Quantum Ventures, Inc. closing of this
      agreement and is subject to certain terms and conditions. The purchase
      price paid in cash for the License was $100,000. These costs were later
      written-off and charged to operations in fiscal 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In December 2009 the Company executed an agreement with
      CIOI to purchase technology and associated patents related to the
      development of certain solar technology in an exchange for 71,500,000
      common stock of the Company valued at $1,611,559. The patents have an
      estimated useful life of 21 years since acquisition. The Company has
      recorded $57,556 in amortization through the quarter ended September 30,
      2010.                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | LINE OF CREDIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On February 20, 2010, the Company entered into an
      unsecured, non-interest bearing revolving line of credit with CIOI of up
      to $250,000 in available financing. The Company had withdrawn $43,713 and
      repaid the balance in full. As at September 30, 2010 the line of credit
      has a zero balance.                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On May 7, 2004 the Company issued 8,650,000 of its common
      shares for cash of $86,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On June 30, 2004, the Company issued 6,000,000 of its
      common shares for cash of $6,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On February 25, 2008, the Board of Directors of the
      registrant passed unanimously a resolution authorizing a forward split of
      the authorized and issued and outstanding common shares on a eight to one
      (8  1) basis bringing the total common shares issued and outstanding to
      117,200,000 and authorized common shares to 400,000,000.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company has completed a Private placement on April
      15, 2008 to issue 100,000 common shares at a price of $2.00 per share. The
      net proceeds received were $200,000. No commissions were paid and no
      registration rights have been granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On December 16, 2009, the Company entered into an
      agreement with CIOI as amended, wherein the Company agreed to purchase all
      of their solar cell technology in consideration of 71,500,000 restricted
      shares of common stock. As part the transaction, the Companys President
      returned and cancelled 47,000,000 shares of the Companys common
    stock.                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In April 2010, 50,000 shares valued at $100,000 were
      issued as compensation for a performance bonus to a director of the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

9

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

|6. | STOCKHOLDERS EQUITY(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In April 2010 the Company completed a private placement
      to issue 280,000 shares at a share price of $2.00 per share. The net
      proceeds received were $560,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the period ended September 30, 2010, 274,060
      shares were issued through a private placement at a stock price of $1.00
      per share; net proceeds were $274,000 of which $65,500 was received during
      the year ended June 30, 2010. On September 27, 2010, the Board granted
      370,000 warrants to those shareholders who had purchased shares at $2.00
      per share to allow them to purchase a matching number of shares at $0.01
      in order to make them whole as a result of the change in the share sale
      price. As of September 30, 2010, none of the warrants had been
      exercised.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Commitment to issue shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | According to terms of a contract entered into during the
      year ended June 30, 2010, the Company agreed to issue 50,000 shares per
      quarter to management and 10,000 shares per month to a consultant.
      Accordingly, the Company has a commitment to issue 80,000 common shares at
      a value of $80,000.                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company does not have a formal stock option plan in
      place. Stock option grants are determined on as individual
basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Stock options are summarized as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

10

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

|6. | STOCKHOLDERS EQUITY(contd)
|-- | -----------------------------
|   |                              
|   | Stock options(contd)       

| |                                                                        |  |                 |  |   | Stock    | 
| | ---------------------------------------------------------------------- |  | --------------- |  | - | -------- | 
| |                                                                        |  |                 |  |   | Options  | 
| |                                                                        |  |                 |  |   | Weighted | 
| |                                                                        |  |                 |  |   | Average  | 
| |                                                                        |  | Number          |  |   | Exercise | 
| |                                                                        |  | of
      Shares |  |   | Price    | 
| |                                                                        |  |                 |  |   |          | 
| | Balance outstanding, April 14, 2004
      (Inception) to June 30, 2009 |  | -               |  | $ | -        | 
| | Granted                                                                |  | 500,000         |  |   | 0.50     | 
| | Balance outstanding, June 30, 2010                                     |  | 500,000         |  |   | 0.50     | 
| | Granted                                                                |  | 100,000         |  |   | 0.50     | 
| | Balance outstanding, September 30, 2010                                |  | 600,000         |  | $ | 0.50     | 
| | Exercisable,
      September 30, 2010                                  |  | 225,000         |  | $ | 0.50     | 

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

| |         |  | Number          |  |   | Exercise |  |  |                 | 
| | ------- |  | --------------- |  | - | -------- |  |  | --------------- | 
| |         |  | of
      Shares |  |   | Price    |  |  | Expiry Date     | 
| |         |  |                 |  |   |          |  |  |                 | 
| |         |  |                 |  |   |          |  |  |                 | 
| | Options |  | 500,000         |  | $ | 0.50     |  |  | January 1, 2013 | 
| |         |  | 50,000          |  | $ | 0.50     |  |  | July 9, 2011    | 
| |         |  | 50,000          |  | $ | 0.50     |  |  | July 15, 2011   | 

Stock-based compensation

The Company used the Black-Scholes
option pricing model to determine the fair value of options granted. During
fiscal 2010, the Company granted 500,000 (2009  Nil; 2008  Nil) options with a
weighted average fair value of $1.91 (2009  $Nil; 2008 - $Nil) per option to a
director of the Company, which is being recognized over the vesting periods of
the options.

11

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

|6. | STOCKHOLDERS EQUITY(contd)                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Stock-based compensation(contd)                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | During the period ended September 30, 2010, 100,000
      options with a weighted average fair value of $0.75 were granted to two
      former board members, exercisable at any time after the date of the
      agreement. Total stock-based compensation paid in the period ended
      September 30, 2010 was $154,924 (2009 -$Nil). This amount represents the
      value of vested options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The fair value of stock options has been estimated with
      the following assumptions:                                                                                                                                                                                                                                                                                                          

| | Period ended September 30      | 2010             | 2009 | 2008
| | ------------------------------ | ---------------- | ---- | ----
| |                                |                  |      |     
| |                                |                  |      |     
| | Dividend yield                 | 0.00%            | -    | -   
| | Expected volatility            | 229%             | -    | -   
| | Risk free interest rate        | 1.93%            | -    | -   
| | Expected life of
      options | 1.83
      years | -    | -   

|   | Common share purchase warrants
      outstanding                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|   | During the period ended September 30, 2010, the
      Company granted 370,000 common share purchase warrants for an exercise
      price of $0.01 expiring October 25, 2010. The warrant issuance is treated
      as a dividend and has a fair value of $370,000. Subsequent to period end,
      the warrants were exercised.
|   |                                                                                                                                                                                                                                                                                                                                
|7. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS                                                                                                                                                                                                                                                                       

| |                            |   |                |  |   |                |  |   |                |  |   | For the Period | 
| | -------------------------- | - | -------------- |  | - | -------------- |  | - | -------------- |  | - | -------------- | 
| |                            |   | For the 3      |  |   | For the 3      |  |   | For the 3      |  |   | From April 14, | 
| |                            |   | Months         |  |   | Months         |  |   | Months         |  |   | 2004           | 
| |                            |   | Ended          |  |   | Ended          |  |   | Ended          |  |   | (inception) to | 
| |                            |   | September      |  |   | September      |  |   | September      |  |   | September 30,  | 
| |                            |   | 30,
      2010 |  |   | 30,
      2009 |  |   | 30,
      2008 |  |   | 2010           | 
| |                            |   |                |  |   |                |  |   |                |  |   |                | 
| | Cash paid for interest     | $ | -              |  | $ | -              |  | $ | -              |  | $ | -              | 
| |                            |   |                |  |   |                |  |   |                |  |   |                | 
| | Cash paid for income taxes | $ | -              |  | $ | -              |  | $ | -              |  | $ | -              | 

|   | There were no significant non-cash transactions
      for the quarter ended September 30, 2010 and 2009.                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                             
|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                  
|   |                                                                                                                                                                                             
|   | During the quarter ended September 30, 2010,
      the Company accrued $402,000 (2010 - $683,238; 2009 - $Nil) in research
      and development costs with CIOI, a significant shareholder.

12

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|**8.** | RELATED PARTY TRANSACTIONS (cont’d...)
|------ | ------------------------------------

Included in accounts payable as at September 30, 2010 is
  $38,891 due to CIOI, a significant shareholder.

These transactions are in the normal course of operations and
are measured at the exchange amount, which is the amount of consideration
established and agreed to by the parties.

|**9.** | SUBSEQUENT EVENTS                                                                                                                                                       
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                         
|       | Subsequent to September 30, 2010 the Company received gross proceeds of $1,930,000 pursuant to a private placement of up to $5,000,000 common shares at $1.00 per share.

13

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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

Quantum Solar Power Corp. 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

Since the filing of our Annual Report for the fiscal year ended
June 30, 2010 with the SEC, we experienced the following significant corporate
developments:

Grant of Warrants

On September 27, 2010, our Board of Directors approved the
issuance of 370,000 warrants to shareholders who had purchased shares at a price
of $2.00 per share. Each warrant entitled the holder to purchase a common share
of the Company at $0.01 per share with an expiry date of October 25, 2010.

This enabled previous investors who exercised the warrants to
have an average price per share substantially the same as those purchasing
shares under our $1.00 per share foreign private placement.

The Warrants were granted to persons who are not U.S. Persons
as defined under Regulation S of the Securities Act of 1933.

14

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Foreign Private Placement

Our Board of Directors also approved a private placement
offering of up to 5,000,000 shares of our common stock at a price of $1.00 per
share (the Foreign Private Placement). This offering is only available to
persons who are not U.S. Persons as defined under Regulation S of the
Securities Act.

On October 4, 2010, we issued an aggregate of 1,060,000 shares
of common stock pursuant to the provisions of Regulation S of the Securities Act
of 1933 (the Act) to persons who represented that they were not "U.S. Persons"
as defined under Regulation S and that they were not acquiring the shares for
the account or benefit of a U.S. Person.

On October 21, 2010, we issued an aggregate of 870,000 shares
of common stock pursuant to the provisions of Regulation S of the Securities Act
of 1933 (the Act) to persons who represented that they were not "U.S. Persons"
as defined under Regulation S and that they were not acquiring the shares for
the account or benefit of a U.S. Person.

These share issuances represent a portion of the $5,000,000
Foreign Private Placement offering approved by the Company's board of directors
on May 28, 2010. There are no assurances that the remainder of the offering will
be completed.

Compensatory Shares To Chief Executive Officer

On October 6, 2010, we issued 50,000 shares of our common stock
to Daryl J. Ehrmantraut, our President and Chief Executive Officer, as a
performance bonus for the fiscal quarter ended September 30, 2010. The shares
were issued to Mr. Ehrmantraut pursuant to Section 4(2) of the Act under the
terms of the CEO Employment Agreement entered into between us and Mr.
Ehrmantraut on January 1, 2010.

Consultant Shares

Also on October 6, 2010, as part consideration for services
rendered in accordance with the terms of a business consulting agreement between
us and Caisey Harlingten dated April 19, 2010, we issued 30,000 shares of our
common stock to Mr. Harlingten. The Shares were issued to Mr. Harlingten
pursuant to Regulation S under the Act. Mr. Harlingten represented that he is
not a U.S. Person as defined under Regulation S and that he is not acquiring
the shares for the account or benefit of a U.S. Person.

GENERAL

We were incorporated on April 14, 2004 under the laws of the
State of Nevada. Our principal executive offices are located at 3900 Paseo del
Sol, Suite A311, Santa Fe, New Mexico, USA.

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

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

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

15

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Technology Acquisition

We acquired the NGDTMTechnology on December 16,
2009 via agreement (the Technology Acquisition Agreement) with Canadian
Integrated Optics (IOM) Limited, (CIO). In consideration of the NGD
Technology we issued 71,500,000 shares of our common stock to CIO and Desmond
Ross, our former director and executive officer, returned 47,000,000 shares to
the treasury.

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

Under the terms of CIO Research Agreement (via the Technology
Acquisition Agreement) we paid $195,219 CDN ($189,362 USD) to SFU between
January and September 2010.

CIO has entered into an amendment to this agreement extending
its term through December 31, 2010. In consideration of the extension they will
pay $310,076 CDN ($300,773 USD). As of September 30 CIO has paid $62,015 CDN
against the contract.

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

NGD Technology

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

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

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

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

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

16

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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).



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.

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
month period ended September 30, 2010 and changes in our financial condition
from June 30, 2010. 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,
2010 filed with the SEC on September 13, 2010.

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.

17

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RESULTS OF OPERATIONS

Three Months Summary

|                   |   | Three Months Ended |   |   | Percentage         |  
|------------------ | - | ------------------ | - | - | ------------------ | -
|                   |   | September 30, 2010 |   |   | September 30, 2009 |  
|Revenue            | $ | -                  |   | $ | -                  |  
|Operating Expenses |   | (831,823           | ) |   | (8,045             | )
|Net Loss           | $ | (831,823           | ) | $ | (8,045             | )

For the period from inception on April 14, 2004 to September
30, 2010, we have not earned any operating revenue. We had an accumulated net
loss of $2,479,539 since inception. We incurred total operating expenses of
$2,373,539 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
$831,823 for the fiscal quarter ended September 30, 2010. Administrative
expenses for this period included the following expenses:

|                           |   | Three Months      |  |   | Three Months      |  |  | Percentage | 
|-------------------------- | - | ----------------- |  | - | ----------------- |  |  | ---------- | 
|                           |   | Ended             |  |   | Ended             |  |  | Increase / | 
|                           |   | February 28, 2010 |  |   | February 28, 2009 |  |  | (Decrease) | 
|Amortization of equipment  | $ | 278               |  | $ | -                 |  |  | 100%       | 
|Amortization of patents    |   | 19,185            |  |   | -                 |  |  | 100%       | 
|General and administrative |   | 183,000           |  |   | 8,045             |  |  | 2174.7%    | 
|Professional fees          |   | 72,436            |  |   | -                 |  |  | 100%       | 
|Research and Development   |   | 402,000           |  |   | -                 |  |  | 100%       | 
|Stock Based Compensation   |   | 154,924           |  |   | -                 |  |  | 100%       | 
|Total Operating Expenses   | $ | 831,823           |  | $ | 8,045             |  |  | 10239.6%   | 

Our administrative expenses for the fiscal quarter ended
September 30, 2010 have increased as a result of increased operations in the
development of our NGDTMTechnology. This has resulted in increased
research and development activities and general and administrative expenses. All
expenses increased from fiscal 2009 to 2010. Professional fees related to the
acquisition of the NGDTMTechnology and meeting our ongoing reporting
requirements with the Securities and Exchange Commission.

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

Net Loss

We incurred a loss in the amount of $2,479,539 for the period
from inception to September 30, 2010. Our loss was attributable to the costs of
operating expenses which primarily consisted of research and development costs,
general and administrative expenses and professional fees paid in connection
with acquiring our assets, preparing and filing our Current, Quarterly and
Annual Reports.

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LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                                  |   |            |   |   |          |   |  | Percentage | 
|--------------------------------- | - | ---------- | - | - | -------- | - |  | ---------- | 
|                                  |   |            |   |   |          |  
|Current Assets                    | $ | 506,641    |   | $ | 86,244   |   |  | 487.5%     | 
|Current Liabilities               |   | (1,202,462 | ) |   | (477,669 | ) |  | 151.7%     | 
|Working Capital Surplus (Deficit) | $ | (695,821   | ) | $ | (391,425 | ) |  | 77.8%      | 

Cash Flows

|                                      |   | Three Months Ended |   |   | Three Months Ended |  
|------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                      |   | September 30, 2010 |   |   | September 30, 2009 |  
|Cash Used in Operating Activities     | $ | (890,865           | ) | $ | (5,545             | )
|Cash Provided by Investing Activities |   | -                  |   |   | -                  |  
|Cash Provided by Financing Activities |   | 1,321,827          |   |   | -                  |  
|Net Decrease in Cash During Period    | $ | 430,962            |   | $ | (5,545             | )

As at September 30, 2010, we had cash of $501,192 and a working
capital deficit of $695,821.

The change in our working capital at September 30, 2010 from
our year ended June 30, 2010 is primarily a result of the increases in
subscriptions received in advance. This increase was offset by decreases in
accounts payable and accrued liabilities and our revolving line of credit with
CIO. The increase in our cash used during the period ended on September 30, 2010
from the comparable periods of the preceding fiscal years are due to
subscriptions received under our foreign private placement offering.

Future Financings

As of September 30, 2010, we had cash on hand of $501,192.
Since our inception, we have used our common stock to raise money for our
operations and for our acquisition. We have not attained profitable operations
and are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the year ended June 30, 2010, that there is substantial doubt
that we will be able to continue as a going concern.

We have no revenues to date from our inception. We anticipate
continuing to rely on equity sales of our common stock in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to our existing stockholders. We believe that we have obtained
sufficient financing to cover our anticipated expenses over the next twelve
months. However, there is no assurance that we will achieve any of additional
sales of our equity securities or arrange for debt or other financing for to
fund our planned business activities.

U.S. and Foreign Private Placement Offerings

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

U.S. Private Placement

Our Board of Directors approved a private placement offering of
up to 5,000,000 shares of our common stock at a price of $1.00 per share (the
U.S. Private Placement). This offering will be made to United States persons
who are accredited investors as defined in Regulation D of the Securities Act.
As of September 30, 2010 we have not issued any securities under this
offering.

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Foreign Private Placement

Our Board of Directors also approved a concurrent private
placement offering of up to 5,000,000 shares of our common stock at a price of
$1.00 per share (the Foreign Private Placement). This offering is only
available to persons who are not U.S. Persons as defined under Regulation S of
the Securities Act. As of September 30, 2010, we have issued 274,060 shares for
proceeds of $274,060.

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

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

Significant Trends, Uncertainties and Challenges

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

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

Contractual Obligations

|Contractual Obligations  | Payments Due By Period
|------------------------ | ----------------------
|Total                    | Less than 1 Year      
|Research
      Agreement | $310,076 CDN          

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.

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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, 2010.

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. Our receivables are all in the form of security deposits and
travel advances to employees and so expose us to minimal risk.

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ITEM 4.      CONTROLS AND
PROCEDURES.

As of September 30, 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 September 30, 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 fiscal quarter ended September 30, 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.

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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.

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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 our partners may be unable to sell
solar modules based on our technology at attractive prices, or for a profit,
during any period of excess supply of solar modules, which would reduce our net
sales and adversely affect our results of operations. Also, we may decide to
lower our average selling price to certain customers in certain markets in
response to competition.

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

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

24

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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 $2,479,539 for the period from
inception to September 30, 2010, and have earned no revenues to date. We expect
to spend additional capital in order 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 $501,192 as at September 30, 2010.

25

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We believe that we have obtained sufficient financing to fund
our anticipated expenditures for the next twelve months. However, business
activities beyond the next twelve months will require additional funding in the
event that our cash on hand is insufficient for any additional work proposed. We
currently do not have sufficient arrangements for future 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;
|-- | --------------------------------------------------------------------------------------------------------------------
|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.
|-- | -------------------------------------------------------------------------------------------------

26

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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 September 30, 2010, we had cash in the amount of
$501,192. Under the Foreign Private Placement we have obtained sufficient
financing to fund our anticipated business activities over the next 12 months.
Our total expenditures over the next twelve months are anticipated to be
approximately $2,000,000, the majority of which is due to the development and
marketing of our products and general, legal, accounting and administrative
expenses associated with our reporting obligations under the Exchange Act.
Depending on the success of our initial marketing efforts, we estimate that we
will require further funding to implement an advertising campaign to establish
and enhance awareness of our products.

The accompanying financial statements have been prepared
assuming that we will continue as a going concern. As discussed in Note 1 of our
June 30, 2010 year end audited financial statements, we are in the development
stage of operations, have had losses from operations since inception, and have
insufficient working capital available to meet ongoing financial obligations
over the next fiscal year. After the fiscal year end, 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.

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.

27

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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.

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:

28

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|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.

None.

ITEM 3.      DEFAULTS UPON SENIOR
SECURITIES.

None.

29

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ITEM 5.       OTHER
INFORMATION.

None.

ITEM 6.      
EXHIBITS.

The following exhibits are either provided with this Quarterly
Report or are incorporated herein by reference.

|Exhibit |                                                                                                                                                                            
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                    
|3.1     | Articles of Incorporation.(1)                                                                                                                                              
|3.2     | Certificate of Change Pursuant to NRS 78.209
      increasing the issued and authorized capital of common stock to
      350,000,000 shares, par value $0.001 per share.(3)
|3.3     | Certificate of Change Pursuant to NRS 78.209
      increasing the issued and authorized capital of common stock to
      400,000,000 shares, par value $0.001 per share.(3)
|3.4     | Certificate of Amendment to Articles of
      Incorporation.(3)                                                                                                            
|3.5     | Certificate of Amendment to Articles of
      Incorporation.(3)                                                                                                            
|3.6     | Bylaws, as amended.(1)                                                                                                                                                     
|10.1    | Technology Acquisition Agreement between
      Quantum and Canadian Integrated Optics (IOM) Ltd. dated December 16,
      2009.(3)                                         
|10.2    | CEO Employment Agreement between Quantum and
      Daryl J. Ehrmantraut dated January 1, 2010.(4)                                                                          
|10.3    | Investor relations Consulting Services Contract
      between Quantum and Green Street Capital Partners, LLC dated January 6,
      2010. (2)                              
|10.4    | Office Space Lease Agreement between Quantum
      and Santa Fe Business Incubator, Inc. dated January 19, 2010.
      (2)                                                 
|10.5    | Revolving Line of Credit Agreement between
      Quantum and Canadian Integrated Optics (IOM) Ltd. dated February 20,
      2010.(3)                                       
|10.6    | Consulting Agreement between Quantum and Caisey
      Harlingten dated April 19, 2010. (4)                                                                                 
|10.7    | Office Space Lease Agreement between Quantum
      and Santa Fe Business Incubator, Inc. dated July 27, 2010. (4)                                                          
|10.8    | Office Space Lease Agreement between Quantum
      and Guinness Business Center Ltd. dated June 21, 2010 and Addendum dated
      August 17, 2010. (4)                     
|10.9    | Finders Fee Agreement between Quantum and
      1536476 Alberta Ltd. dated for reference August 30, 2010. (4)                                                             
|14.1    | Code of Ethics.(3)                                                                                                                                                         
|31.1    | Certification of Principal Executive Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                              
|31.2    | Certification of Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                              
|32.1    | Certification of Principal Executive Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.         
|32.2    | Certification of Principal Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.         
|99.1    | Audit Committee Charter.(3)                                                                                                                                                

|(1) | Previously filed as an exhibit to our Registration
      Statement on Form S-1 originally filed with the SEC on September 21,
      2004.                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed as an exhibit to our Quarterly Report on
      Form 10-Q for the period ended December 31, 2009 filed with the SEC on
      February 17, 2010.
|(3) | Previously filed as an exhibit to our Quarterly Report of
      Form 10-Q for the period ended March 31, 2010 filed with the SEC on May
      17, 2010.        
|(4) | Previously filed as an exhibit to our Annual Report on
      Form 10-K for the year ended June 30, 2010 filed with the SEC on September
      13, 2010.        

30

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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: | November 9, 2010 | By: | /s/
      Daryl J. Ehrmantraut                        
|       |                  |     | DARYL J. EHRMANTRAUT                                  
|       |                  |     | Chief Executive Officer and President                 
|       |                  |     | (Principal Executive Officer)                         
|       |                  |     |                                                       
|       |                  |     |                                                       
|       |                  |     |                                                       
|       |                  |     |                                                       
|Dated: | November 9, 2010 | By: | /s/
      Graham R. Hughes                            
|       |                  |     | GRAHAM R. HUGHES                                      
|       |                  |     | Chief Financial Officer, Secretary and
      Treasurer
|       |                  |     | (Principal Accounting Officer)                        

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