FORM 10-K

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 2010


                        COMMISSION FILE NUMBER 000-49805

                                  SOLAR3D, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                                      01-05922991
   ------------------------                ------------------------------------
   (State of Incorporation)                (I.R.S. Employer Identification No.)


            6500 HOLLISTER AVENUE, SUITE130, GOLETA, CALIFORNIA 93117
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (805) 690-9000
            ---------------------------------------------------------
               Registrant's telephone number, including area code

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:


                                                 NAME OF EACH EXCHANGE ON
     TITLE OF EACH CLASS                              WHICH REGISTERED
----------------------------                     ------------------------
        COMMON STOCK                                        OTC

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

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

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

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

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

Large accelerated filer        [___]          Accelerated filer            [___]
Non-accelerated filer          [___]          Smaller reporting company    [_X_]
(Do not check if a 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 |_| No |X|

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant was  approximately  $14,807,704 as of June 30, 2010 (computed by
reference to the last sale price of a share of the registrant's  Common Stock on
that date as reported by OTC Bulletin Board).

         There were 104,976,495  shares  outstanding of the registrant's  Common
Stock as of March 21, 2011.


<PAGE>


                                TABLE OF CONTENTS


PART 1

ITEM 1     Business............................................................2
ITEM 2     Properties..........................................................5
ITEM 3     Legal Proceedings...................................................5
ITEM 4     [Removed and Reserved]..............................................5

PART II

ITEM 5     Market for Registrant's Common Equity,  Related Stockholder
           Matters, and Issuer Purchases of Equity Securities..................6
ITEM 6     Selected Financial Data.............................................7
ITEM 7     Management's Discussion and Analysis of Financial Condition
           and Results of Operations...........................................7
ITEM 8     Financial Statements and Supplementary Data........................12
ITEM 9     Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure...............................................29
ITEM 9A    Controls and Procedures............................................29
ITEM 9B    Other Information..................................................30

PART III

ITEM 10    Directors, Executive Officers, and Corporate Governance............30
ITEM 11    Executive Compensation.............................................34
ITEM 12    Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters....................................37
ITEM 13    Certain Relationships and Related Transactions, and
           Director Independence..............................................38
ITEM 14    Principal Accounting Fees and Services.............................38
ITEM 15    Exhibits, Financial Statement Schedules............................39

SIGNATURES....................................................................40
















                                      -1-

<PAGE>
                                     PART I

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

GENERAL

         Solar3D,  Inc.  is a  Delaware  corporation  formed  to  engage  in the
business of developing  and marketing a new  three-dimensional  version of solar
cell   technology  in  order  to  maximize  the   conversion  of  sunlight  into
electricity.  Conventional  solar cells reflect a significant amount of incident
sunlight  losing much of the solar  energy that could have  produced  additional
electrical  power.  Inspired by light management  techniques used in fiber optic
devices,  Solar3D is  designing  a new type of solar cell,  one that  utilizes a
three-dimensional  design to trap  sunlight  inside the  photovoltaic  structure
where it is reflected  multiple  times until much more of the energy is absorbed
into the solar cell material.  We have applied for patent  protection on what we
believe  to be a  breakthrough  design  for the next  generation  in solar  cell
technology  with increased  efficiency and resulting in a lower cost per watt of
electricity produced.

CORPORATE HISTORY

         We were  originally  formed in January 2002 as  MachineTalker,  Inc. in
order to pursue the development of new wireless process control  technology.  In
August 2005, we filed a  Registration  Statement on Form SB-2 which was declared
effective by the  Securities  and Exchange  Commission  on December 22, 2005. In
September  2010, we shifted our  engineering  and research focus to developing a
new means for generating solar-produced electrical power which we plan to patent
and perfect for use in the manufacture of highly  efficient solar cells. In July
2010,  we changed our company name to Solar3D,  Inc. in order to better  reflect
our new business plan.

BACKGROUND OF SOLAR CELL TECHNOLOGY

         Solar cell  efficiency is the measure of how much incident  sunlight is
converted  into  electricity.  Most solar cells today are made from silicon,  an
inexpensive  and  abundant  raw  material.  Due to the physics of  silicon,  the
theoretical maximum efficiency of high-grade  crystalline silicon solar cells is
approximately  29%. In commercial  practice,  the efficiency  ranges from 12% to
19%.  We  anticipate  that  our 3D  solar  cell  technology  will  increase  the
efficiency  of solar cells using low cost  processes,  in order to decrease  the
overall cost per watt of solar electricity.

         Traditional  solar  cells are  two-dimensional  utilizing a single pass
sunlight  conversion  mechanism.  There are two primary ways that these  devices
lose light and electrons,  or electron-hole pairs to be precise, which result in
a conversion efficiency much less than the theoretical maximum.

         o        SURFACE REFLECTION - Due to fundamental physics, approximately
                  30% of  incident  sunlight  is  reflected  off the  surface of
                  silicon cells.

         o        ELECTRON  REABSORPTION - When a photon strikes the solar cell,
                  an electron is "knocked loose" creating an electron-hole  pair
                  that moves  through the cell  material  creating an electrical
                  current.  However, in conventional  two-dimensional solar cell
                  designs, these electron-hole pairs must travel a long distance
                  before  reaching a metal contact  wire. As a result,  they are
                  reabsorbed  by  the  material  and do  not  contribute  to the
                  production of electrical current.

OUR 3D SOLAR CELL TECHNOLOGY

         We are designing our three-dimensional solar cell from the ground up as
an integrated  optoelcetrical  device that optimally  reduces all primary energy
losses in a solar cell to achieve  the highest  efficiency.  By  leveraging  the
scalability of conventional solar and semiconductor processes, we believe our 3D
solar cell can deliver an unprecedented level of cost and conversion efficiency.

         Unlike conventional solar cells where sunlight passes through one time,
our 3D solar cell design is planned to use a myriad of 3D micro-cells  that trap
sunlight inside  photovoltaic  structures where photons bounce around until they
are all converted into electricity. Our three-dimensional technology is expected

                                      -2-
<PAGE>
to combine thin- and thick-film technologies to achieve the high efficiencies of
crystalline at the lower cost per watt of thin film.

         We believe the key  features  and  benefits of our 3D solar cell design
are:

         o        LIGHT COLLECTORS - Instead of allowing  sunlight to bounce off
                  the  surface,  to the  new  design  uses  an  array  of  light
                  collecting  elements  to guide all  incident  sunlight  into a
                  matching  array  of  highly  optimized  3D  micro-photovoltaic
                  structures.

         o        3D PHOTOVOLTAIC  STRUCTURE - Conventional solar cells have one
                  photon   absorbing   surface.   to  the  new  design   uses  a
                  multi-facetted  3D  photovoltaic  structure  where photons can
                  bounce  off  many  surfaces  until  all  photons  that  can be
                  absorbed by the material are absorbed.

         o        THIN  ABSORBING  REGIONS - Our 3D  photovoltaic  structure  is
                  anticipated to be fabricated with very thin absorbing  regions
                  and designed to enhance charge carrier separation.  Therefore,
                  electron-hole   pairs  will  travel  short  distances   before
                  reaching a contact  wire where they will be quickly  extracted
                  to produce  current.  We believe this approach will lead to an
                  overall height and silicon material reduction when compared to
                  conventional crystalline silicon cells.

         o        BELOW SURFACE CONTACTS - Unlike conventional solar cells where
                  electrical contact wires run on the top of the cell,  blocking
                  sunlight,  our design is  expected to use a network of contact
                  wires that run below the light  collectors.  We  believe  this
                  approach  will  allow our 3D solar  cells to trap and  utilize
                  nearly 100% of the incident light.

         o        A NEW SOLAR CELL DESIGN - Almost all conventional  solar cells
                  are  two-dimensional  designs  based  on  wafer  or thin  film
                  manufacturing  processes.  As a result,  their  performance is
                  naturally   constrained  by  their  physical   structure.   By
                  redefining  the  problem in 3D, we expect  that the new design
                  will be able to break down the 2D  constraints  and  develop a
                  more efficient solution.

         Our initial  commercialization  objective is to create a low cost, high
efficiency  silicon solar cell based on our 3D technology.  By keeping our focus
on silicon, we believe we can leverage the tremendous silicon infrastructure and
manufacturing processes of the growing solar industry, as well as the mature and
highly  optimized  semiconductor  industry.  However,  we anticipate that our 3D
technology  will be able to be used to create  multi-junction  cells with exotic
materials such as gallium arsenide to achieve  efficiencies  that may be greater
than 50% for use in concentrated solar and high performance applications.

BUSINESS AND REVENUE MODELS

         We  recently  began  developing  a working  version of our  proprietary
three-dimensional solar cell technology.  Once we complete a working version, we
plan to package the resulting device into solar cell arrays which we will market
to existing  manufacturers of conventional  solar panels.  We believe that these
manufactures  will be able to use our device to  increase  the energy  output of
their  existing  products.  We expect to earn revenue from licensing fees and by
partnering  or joint  venturing  with  entities who seek to use our  proprietary
three-dimensional solar cell technology.

INVESTMENT IN SENSE-COMM TECHNOLOGY LLC

         In November  2006,  we issued  24,000  shares of our common stock (on a
post reverse  stock-split  basis) to purchase 10% of Sense-Comm  Technology LLC.
Sense-Comm is a limited liability company formed in August 2006 by a small group
of individuals to become a distributor and reseller of our intelligent  wireless
network sensor controlling technology to the energy and petroleum industries.

ACQUISITION OF WIDEBAND DETECTION TECHNOLOGIES, INC.

         On July 20,  2007,  Wideband  Detection  Technologies,  Inc., a Florida
corporation,  UTEK Corporation, a Delaware corporation, and Solar3D entered into
an agreement and plan of acquisition pursuant to which Solar3D agreed to acquire
100%  of  the  total  issued  and  outstanding   stock  of  Wideband   Detection
Technologies  from UTEK in exchange for 120,000 shares of Solar3D's common stock
(on a post reverse  stock-split basis) based on a value of $2.00 per share (on a
post  reverse  stock-split  basis) as of the close of business on July 20, 2007.
These  shares  have  piggyback  registration  rights.  Upon the  closing  of the
agreement and plan of  acquisition,  which  occurred on July 20, 2007,  Wideband
Detection Technologies became a wholly owned subsidiary of Solar3D.

ACQUISITION OF MICRO WIRELESS TECHNOLOGIES, INC.

         On December  20, 2007,  Micro  Wireless  Technologies,  Inc., a Florida
corporation,  UTEK Corporation, a Delaware corporation, and Solar3D entered into
an agreement and plan of acquisition pursuant to which Solar3D agreed to acquire

                                      -3-
<PAGE>
100% of the total issued and  outstanding  stock of Micro Wireless  Technologies
from UTEK in exchange for 1,860,000  shares of Solar3D's common stock (on a post
reverse  stock-split  basis)  based  on a value of $1.00  per  share  (on a post
reverse  stock-split  basis) as of the close of business on December  20,  2007.
These  shares  have  piggyback  registration  rights.  Upon the  closing  of the
agreement and plan of  acquisition,  which occurred on December 31, 2007,  Micro
Wireless Technologies became a wholly owned subsidiary of Solar3D.

INTELLECTUAL PROPERTY

         We currently own the following registered trademarks and service marks:
(i) United  States  Trademark  Registration  No.  2848438,  issued by the United
States  Patent and  Trademark  Office on June 1, 2004 , covering  the  trademark
"TALKER," (ii) United States Trademark  Registration No. 2872244,  issued by the
United  States  Patent and  Trademark  Office on August 10,  2004,  covering the
trademark "SMMP," (iii) United States Trademark Registration No. 2872243, issued
by the United States Patent and  Trademark  Office on August 10, 2004,  covering
the trademark  "MACHINETALKER,"  (iv) United States  Trademark  Registration No.
2882375, issued by the United States Patent and Trademark Office on September 7,
2004,  covering the  trademark  "MINITALKER,"  and (v) United  States  Trademark
Registration  No.  2897704,  issued by the United  States  Patent and  Trademark
Office on October 26, 2004,  covering the trademark  "SIMPLE MACHINE  MANAGEMENT
PROTOCOL" with no claim made to the exclusive  right to use "MACHINE  MANAGEMENT
PROTOCOL" apart from the entire mark, (vi) United States Trademark  Registration
No. 3004886,  issued by the United States Patent and Trademark Office on October
4, 2005,  covering the  trademark  "TAGTALKER,"  (vii) United  States  Trademark
Registration  No.  3329348,  issued by the United  States  Patent and  Trademark
Office on November 6, 2007, covering the trademark "MACHINETALKER IRFID," (viii)
United States Trademark  Registration  No. 3329347,  issued by the United States
Patent and Trademark Office on November 6, 2007,  covering the trademark "IRFID"
(word only),  (ix) United States Trademark  Registration No. 3344070,  issued by
the United States Patent and Trademark Office on November 27, 2007, covering the
trademark  "IRFID"  (stylized),  (x) United States  Trademark  Registration  No.
3288781, issued by the United States Patent and Trademark Office on September 4,
2007,  covering the trademark "CAP," (xi) United States  Trademark  Registration
No. 3386280, issued by the United States Patent and Trademark Office on February
19, 2008, covering the trademark  "WEBTALKER," and (xii) United States Trademark
Registration  No.  77205781,  issued by the United  States  Patent and Trademark
Office on March 19, 2009, covering the trademark "GREENTALKER."

         In April 2002, a Patent  Application  to the United  States  Patent and
Trademark Office entitled "Self  Coordinated  Machine  Network"  application No.
20040114557 was filed,  regarding a self coordinated machine network established
by two or more  machines  in  proximity  with each other via a wired or wireless
network  infrastructure.  The  machines  are  configured  to establish an ad hoc
network   between  them  for  sharing   information   related  to  their  common
applications.   New   machines   that  come  into   proximity   of  the  network
infrastructure are configured to join an existing ad hoc network.  Machines that
power down or are  removed  from  proximity  of the network  infrastructure  are
eliminated  from the ad hoc  network.  Communications  between  the  constituent
machines of the ad hoc network allow the machines to self coordinate the network
and  redundantly  store  information  pertaining  to the  common  and  disparate
applications of the various machines that comprise the self coordinated  machine
network.  An assignment of this application to us from the inventors,  Roland F.
Bryan, Mark P. Harris,  and Christopher T. Kleveland was filed with the USPTO on
April 23, 2002.  The patent was granted on February 27, 2007,  as Patent No.: US
7,184,423, B2, entitled "Self Coordinated Machine Network."

         All past employees and existing  consultants  have executed  agreements
that impose  nondisclosure  obligations  on them and pursuant to which they have
agreed  to  assign  to us (to  the  extent  permitted  by  California  law)  all
copyrights and other  inventions  created by them during their  engagement  with

                                      -4-
<PAGE>

Solar3D.  We  have  also  implemented  a trade  secret  protection  policy  that
management  believes to be adequate to protect  our  intellectual  property  and
trade secrets. All researchers maintain laboratory notebooks with dated pages to
support any work done by them in  furtherance  of the solar  energy  patents for
which we have applied and any work that produces new invention claims.

COMPETITION

         The market for solar cell technology is highly  competitive.  There are
many  companies  throughout the world that  manufacture  solar cell arrays using
existing  technology and several other companies pursuing new methods to produce
more energy efficiency using photovoltaic structures. Additionally,  researchers
at  universities  worldwide  are  currently  working  on new  means to  increase
photovoltaic  efficiency.  Many  of  these  competitors  have  longer  operating
histories,  greater name  recognition,  larger  installed  customer  bases,  and
substantially  greater  financial and  marketing  resources  than  Solar3D.  Our
ability to compete successfully in this field will depend upon our completion of
development of our proprietary  technique for production of more efficient solar
cells and the adoption of our technology by major manufacturers in the field. We
cannot  assure  that we will be able to compete  successfully  in the solar cell
technology industry, or that future competition will not have a material adverse
effect on our business, operating results, and financial condition.

GOVERNMENT REGULATION

         We are  subject to  various  federal,  state and local  laws  affecting
wireless communication and security businesses. The Federal Trade Commission and
equivalent  state agencies  regulate  advertising  and  representations  made by
businesses  in the sale of their  products,  which apply to us. Our  business is
also  subject to  government  laws and  regulations  governing  health,  safety,
working conditions,  employee relations, wrongful termination,  wages, taxes and
other matters applicable to businesses in general.  Failure of Solar3D to comply
with applicable  government  rules or regulations  could have a material adverse
effect on our financial condition and business operations.

EMPLOYEES

         As of December  31,  2010,  we had two full time  employees,  our chief
executive  officer  and our chief  financial  officer.  We also  relied upon the
services of consultants to assist us with  designing  photovoltaic  receptors to
produce electricity from that incident light energy.

SEASONALITY

         Our   operations   are  not   expected   to  be  affected  by  seasonal
fluctuations,  although  our cash flow may be  affected by  fluctuations  in the
timing of investment capital to support our research and product development.


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

         We  currently  lease  approximately  522 square feet of office space at
6500 Hollister Avenue, Suite 130, Goleta, California 93117 at a base rental rate
of $2,500 per month pursuant to month to month lease.


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

         We are not currently a party to any material legal proceedings.


ITEM 4. [REMOVED AND RESERVED]
------------------------------

                                      -5-

<PAGE>
                                     PART II

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

COMMON STOCK

         Our common  stock  trades on the OTC  Bulletin  Board  Market under the
symbol  "SLTD." The range of high and low bid quotations for each fiscal quarter
within the last two fiscal years was as follows:

                   YEAR ENDED DECEMBER 31, 2010                HIGH       LOW
             --------------------------------------            -----      ------
             First Quarter ended March 31, 2010                $0.10      $0.04
             Second Quarter ended June 30, 2010                $0.10      $0.05
             Third Quarter ended September 30, 2010            $0.10      $0.01
             Fourth Quarter ended December 31, 2010            $0.25      $0.05

                   YEAR ENDED DECEMBER 31, 2009                HIGH       LOW
             --------------------------------------            -----      ------
             First Quarter ended March 31, 2009                $0.05      $0.028
             Second Quarter ended June 30, 2009                $0.04      $0.01
             Third Quarter ended September 30, 2009            $0.012     $0.01
             Fourth Quarter ended December 31, 2009            $0.05      $0.01

-----------------

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
markup,  mark-down,  or  commission  and may not  necessarily  represent  actual
transactions.

         As of March 21, 2011,  there were  approximately  291 record holders of
our common  stock,  not  including  shares  held in "street  name" in  brokerage
accounts  which is  unknown.  As of March 21,  2011,  there  were  approximately
104,976,495 shares of common stock outstanding on record.

DIVIDENDS

         We have not declared or paid any cash dividends on our common stock and
do not anticipate paying dividends for the foreseeable future.

EQUITY COMPENSATION PLAN INFORMATION

         Effective  February  15,  2002,  our  board of  directors  adopted  the
MachineTalker,  Inc. 2002 Stock Option Plan for Directors,  Officers,  Employees
and Key  Consultants  under which a total of 160,000  shares of our common stock
(on a post reverse  stock-split  basis) have been reserved for issuance pursuant
to the grant and  exercise of up to 160,000  stock  options  (on a post  reverse
stock-split  basis). The 2002 Stock Option Plan has been approved by the holders
of our outstanding shares.

         All of the stock options  previously  issued by us under our 2002 Stock
Option Plan for Directors,  Officers,  Employees,  and Consultants have expired.
For the fiscal year ended December 31, 2010, we issued no stock options pursuant
to our 2002 Stock Option Plan.

         Effective  July 22,  2010,  we granted  nonqualified  stock  options to
purchase up to  15,000,000  shares of our common stock to James B.  Nelson,  our
chief  executive  officer,  at an exercise price of $0.05 per share  exercisable
until July 22, 2017 in consideration for his services to us. These stock options
vest 1/36th per month,  commencing on August 21, 2010, on a monthly basis for as
long as Mr. Nelson is an employee or consultant of Solar3D.

                                      -6-

<PAGE>
WARRANTS

         For the fiscal year ended  December 31, 2010,  we issued no warrants to
purchase shares of registered or unregistered common stock.

UNREGISTERED ISSUANCE OF EQUITY SECURITIES

         The  following is a list of the issuance of securities by us during the
fiscal year ending  December 31, 2010 in transactions  exempt from  registration
that were not  previously  included in a  Quarterly  Report on Form 10-Q or in a
Current  Report on Form 8-K,  the  proceeds  of which  were  generally  used for
working capital:

NUMBER OF    DOLLAR AMOUNT   SERVICES OR OTHER                    EXEMPTION FROM
  SHARES   OF CONSIDERATION   CONSIDERATION       DATE OF SALE     REGISTRATION
---------- ----------------  -----------------  ----------------- --------------
  400,000        $20,000           Cash         December 7, 2010      Rule 506
  400,000        $20,000           Cash         December 7, 2010      Rule 506
2,000,000       $100,000           Cash         December 21, 2010     Rule 506

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

         Not applicable.


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

CAUTIONARY STATEMENTS

         This   Form   10-K   contains    financial    projections   and   other
"forward-looking  statements," as that term is used in federal  securities laws,
about Solar3D Inc.'s  financial  condition,  results of operations and business.
These statements include, among others:  statements concerning the potential for
revenues and expenses and other  matters that are not  historical  facts.  These
statements  may be made  expressly in this Form 10-K. You can find many of these
statements by looking for words such as  "believes,"  "expects,"  "anticipates,"
"estimates,"   or   similar   expressions   used  in  this  Form   10-K.   These
forward-looking  statements  are  subject  to  numerous  assumptions,  risks and
uncertainties that may cause our actual results to be materially  different from
any future  results  expressed  or implied by us in those  statements.  The most
important  facts that could prevent us from  achieving our stated goals include,
but are not limited to, the following:

         (a)      inability  to complete  research  and  development  of the new
                  Solar3D technology with little or no current revenue;

         (b)      volatility or decline of our stock price;

         (c)      potential fluctuation in quarterly results;

         (d)      our failure to earn revenues or profits;

         (e)      inadequate capital to continue business;

         (f)      barriers to raising the additional capital or to obtaining the
                  financing needed to implement our business plans;

         (g)      lack of demand for our products and services;

         (h)      rapid and significant changes in markets;

         (i)      litigation  with or legal  claims and  allegations  by outside
                  parties;

         (j)      insufficient revenues to cover operating costs;

                                      -7-
<PAGE>

         (k)      inability  to  start or  acquire  new  businesses,  or lack of
                  success of new businesses started or acquired by us, if any;

         (l)      inability  to  effectively  develop or  commercialize  our new
                  Solar3D technology; and

         (m)      inability  to  obtain  patent  or  other  protection  for  our
                  proprietary intellectual property.

         Because the statements are subject to risks and  uncertainties,  actual
results  may  differ   materially   from  those  expressed  or  implied  by  the
forward-looking  statements.  We caution you not to place undue  reliance on the
statements,  which speak only as of the date of this Form 10-K.  The  cautionary
statements  contained or referred to in this  section  should be  considered  in
connection with any subsequent written or oral  forward-looking  statements that
we or persons acting on our behalf may issue.

         We do not  undertake  any  obligation  to review or  confirm  analysts'
expectations  or  estimates  or  to  release   publicly  any  revisions  to  any
forward-looking  statements to reflect events or circumstances after the date of
this Form 10-K or to reflect the occurrence of unanticipated events.

         The  following  discussion  should  be read  in  conjunction  with  our
condensed  financial  statements and notes to those  statements.  In addition to
historical  information,  the  following  discussion  and  other  parts  of this
quarterly  report contain  forward-looking  information  that involves risks and
uncertainties.

OVERVIEW

         On August 5, 2010, the holders of a majority of our outstanding  voting
stock voted by written consent to (1) effect a one-for-five reverse stock split,
and (2)  change  our name to Solar  3D,  Inc.  Our new  business  focus  will be
centered  on  the  acquisition,   development,   and  commercialization  of  new
proprietary  technology  to  significantly  increase the  efficiency  and energy
production of solar  photovoltaic cells that are currently offered in the market
and that may be  developed  in the future.  In  furtherance  of our new business
focus, we recently applied for patents covering a novel  three-dimensional solar
cell  technology  that is designed to maximize the  conversion  of sunlight into
electricity.  We believe  our new  technology  will  dramatically  increase  the
efficiency of solar cells.

         Almost all conventional solar cells have a two-dimensional design where
up to 30 percent of  incident  is sunlight  reflected  off of each solar  cell's
surface and more light energy  absorbed and lost inside the solar cell materials
than is converted into energy. By contrast,  our Solar3D design uses a matrix of
light-collecting  elements  that guide  sunlight into a  corresponding  array of
three-dimensional,  micro-photovoltaic  structures. The sunlight, in the form of
photons, is trapped among these micro-structures,  where it bounces around until
virtually  all of the energy is  converted  into  electricity.  Solar3D  aims to
create a better  solar cell  using  this  innovative  technique  by  eliminating
surface  reflection  and  maximizing the conversion of photons into electrons to
achieve greater efficiency and a lower cost per watt.

         We still  own all of the  MachineTalker  technology.  In May  2008,  we
successfully  interconnected  our Talker(R)  product line to our new  "GuardDog"
product which uses  Ultra-Wide  Band technology to detect any movement or motion
in its vicinity.  The combination of Talkers(R) and GuardDog employs  Ultra-Wide
Band radar-like  signals to detect  movement within an area,  either in the open
space or  inside  of a closed  chamber  like that of a  shipping  container.  In
addition,  this new product can detect  changes other than  movement,  such as a
break or hole being made in the side of a container.  This product is aimed at a
unique  method of  protection  for goods in transit or in storage,  and has been
proposed as part of a package to several potential customers.

         We currently have two full time employees,  our chief executive officer
and our chief financial officer. We also retain the services of several research
consultants who are responsible for product development

CRITICAL ACCOUNTING POLICIES

         Our discussion  and analysis of our financial  condition and results of
operations are based upon our financial statements,  which have been prepared in
accordance with accounting principles generally accepted in the United States of
America.  The  preparation  of these  financial  statements  requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,

                                      -8-
<PAGE>

revenues  and  expenses,  and  related  disclosures  of  contingent  assets  and
liabilities.  On an ongoing basis,  we evaluate our estimates,  including  those
related to  impairment  of property,  plant and  equipment,  intangible  assets,
deferred tax assets and fair value  computation  using the Black Scholes  option
pricing  model.  We base our estimates on historical  experience  and on various
other  assumptions,  such as the trading value of our common stock and estimated
future  undiscounted  cash  flows,  that we believe to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying value of assets and liabilities  that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or  conditions;  however,  we believe that our estimates,  including
those for the above-described items, are reasonable.

USE OF ESTIMATES

         In accordance  with  accounting  principles  generally  accepted in the
United States,  management  utilizes  estimates and assumptions  that affect the
reported  amounts of assets and  liabilities  and the  disclosure  of contingent
assets and  liabilities  at the date of the financial  statements as well as the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results  could differ from those  estimates.  These  estimates  and  assumptions
relate to recording net revenue,  collectability of accounts receivable,  useful
lives and impairment of tangible and intangible assets, accruals,  income taxes,
inventory  realization,  stock-based  compensation  expense  and other  factors.
Management  believes it has  exercised  reasonable  judgment  in deriving  these
estimates. Consequently, a change in conditions could affect these estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         Our  cash,  cash  equivalents,  investments,  accounts  receivable  and
accounts  payable  are stated at cost which  approximates  fair value due to the
short-term nature of these instruments.

REVENUE RECOGNITION

         We will continue to recognize revenue in accordance with the Securities
and Exchange Commission Staff Accounting Bulletin No. 104, "Revenue  Recognition
in Financial Statements" ("SAB 104"). We will continue to recognize revenue upon
delivery,  provided that evidence of an arrangement  exists,  title, and risk of
loss have passed to the customer, fees are fixed or determinable, and collection
of the related  receivable  is  reasonably  assured.  We will continue to record
revenue net of estimated product returns, which is based upon our return policy,
sales  agreements,  management  estimates of potential  future  product  returns
related to current period revenue,  current economic trends, changes in customer
composition and historical  experience.  We will continue to accrue for warranty
costs,  sales returns,  and other  allowances  based on our prior  experience in
servicing  customers and products.  We may extend credit to our customers  based
upon credit  evaluations and do not require  collateral.  We do not and will not
ship a product  until we have either a purchase  agreement  or rental  agreement
signed by the customer with a payment  arrangement.  This is a critical  policy,
because we want our  accounting  to show only  sales  which are  "final"  with a
payment arrangement.  We do not and will not make consignment sales or inventory
sales subject to a "buy back" or return arrangement from customers.

PROVISION FOR SALES RETURNS, ALLOWANCES AND BAD DEBTS

         We will continue to maintain a provision for sales allowances,  returns
and bad debts.  Sales returns and allowances  result from  equipment  damaged in
delivery or customer  dissatisfaction,  as provided by agreement.  The provision
will  continue to be provided for by reducing  gross revenue by a portion of the
amount  invoiced  during the relevant  period.  The amount of the reduction will
continue to be estimated based on historical experience.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

REVENUE

         Total  revenue  for the year  ended  December  31,  2010  decreased  by
$(43,327)  to $0 compared to $43,327 in the prior year ended  December 31, 2009.
This  decrease in revenue was a result of our  focusing  on  development  of our
product. We are in our development stage.

                                      -9-
<PAGE>

COST OF SALES

         Cost of sales expenses  decreased by $(41,607) to $0 for the year ended
December 31, 2010 compared to $41,607 in the prior year ended December 31, 2009.
This  decrease  in cost of sales  expenses  was  primarily  due to lack of sales
transactions during the year ended December 31, 2010.

SELLING AND MARKETING EXPENSES

         Selling and marketing expenses decreased by $(9,761) to $0 for the year
ended  December 31, 2010 compared to $9,761 in the prior year ended December 31,
2009.  This  decrease  in selling  and  marketing  expenses  was the result of a
decrease in marketing  exposure  because we are in the process of developing our
three-dimensional solar cell technology so we do not have a completed product to
market.

GENERAL AND ADMINISTRATIVE EXPENSES

         General and  administrative  expenses increased by $120,707 to $571,895
for the year ended  December  31,  2010  compared  to $451,188 in the prior year
ended December 31, 2009.  This increase in general and  administrative  expenses
was the  result  of an  increase  in  non-cash  stock  compensation  expense  of
$208,005.  Overall, the remaining general and administrative  expenses decreased
by $(87,298) due to lower professional fees.

RESEARCH AND DEVELOPMENT

         Research and development  costs increased by $36,042 to $36,042 for the
year ended December 31, 2010 compared to $0 in the prior year ended December 31,
2009.  This  increase in  research  and  development  costs was the result of an
increase in testing and engineering cost related to the development of our solar
cell technology.

NET LOSS

         Net loss  decreased  by  $(399,878)  to  $(616,906)  for the year ended
December 31, 2010, compared to $(1,050,064) in the prior year ended December 31,
2009.  This decrease in net loss in the current year was the result of losses on
settlement  of debs not  occurring  during the  current  year while  significant
losses were realized  during the prior year.  Currently  operating  costs exceed
revenue  because sales are not yet  sufficient to cover costs.  We cannot assure
when or if revenue will exceed operating costs.

LIQUIDITY AND CAPITAL RESOURCES

         We had net cash of $3,311 at December 31, 2010,  as compared to $10,002
for the prior year ended December 31, 2009.

         During the year ended December 31, 2010, we used $(408,325) of cash for
operating  activities,  as  compared  to  $(144,779)  for the prior  year  ended
December  31,  2009.  The  increase  of  $(263,546)  in cash  used in  operating
activities was a result of increased payments for operating expenses and prepaid
expenses that were partially offset by an increase in accrued expenses.

         Cash used in investing  activities  for the current year ended December
31, 2010,  was $(5,366) to purchase  equipment,  as compared to cash provided of
$1,347 from a return on investment in the prior year ended December 31, 2009.

         Cash provided by financing  activities  during the year ended  December
31, 2010 was $407,000 as compared to $150,485 for the prior year ended  December
31, 2009.  Our capital needs have primarily been met from the proceeds of equity
financing, shareholder loans, and to a lesser extent, sales.

         We will have additional capital  requirements  during 2011 necessary in
order  to  complete  research  and  development  of  working  prototypes  of our
three-dimensional  solar cells.  We also expect that we will require  additional
capital  in order to  fabricate  and  market  arrays of these  3-D solar  cells.
Although  we cannot  quantify  these  anticipated  costs  with  specificity,  we
estimate that we will require approximately $700,000 in funding over the next 12

                                      -10-
<PAGE>

months of operations,  split almost evenly  between  product  development  and a
concerted  marketing  and sales  efforts.  We cannot  assure that  marketing and
research and development  costs in 2011 will not exceed or vary from those costs
expected by management. We intend to meet our cash requirements through the sale
of shares of our common  stock.  We cannot  assure that we will be able to raise
additional capital or obtain additional financing for our business.

         We cannot  assure that we will have  sufficient  capital to finance our
growth and business  operations  or that such capital will be available on terms
that  are  favorable  to us or at  all.  We are  currently  incurring  operating
deficits that are expected to continue for the foreseeable future.

GOING CONCERN QUALIFICATION

         We have incurred  significant  losses from operations,  and such losses
are  expected  to  continue.   Our  auditors  have  included  a  "Going  Concern
Qualification"  in their  report  for the  year  ended  December  31,  2010.  In
addition,  we have limited working  capital.  The foregoing  raises  substantial
doubt  about our  ability to continue  as a going  concern.  Management's  plans
include seeking additional  capital. We cannot guarantee that additional capital
will be available when and to the extent required, or that if available, it will
be on terms  acceptable  to us. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this  uncertainty.  The "Going
Concern  Qualification"  may  make it  substantially  more  difficult  to  raise
capital.

OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any off balance sheet  arrangements  that are reasonably
likely to have a current or future effect on our financial condition,  revenues,
results of operations, liquidity or capital expenditures.




















                                      -11-
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SOLAR3D, INC.
--------------------------------------------------------------------

                         SOLAR3D, INC. AND SUBSIDIARIES
                         (formerly Machinetalker, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009


                                    CONTENTS


Reports of Independent Registered Public Accounting Firm .....................13

Consolidated Balance Sheets as of December 31, 2010 and 2009..................14

Consolidated Statements of Operations for the years ended
December 31, 2010 and 2009....................................................15

Consolidated  Statements of Changes in Shareholders' Deficit for
the years ended December 31, 2010 and 2009....................................16

Consolidated Statements of Cash Flows for the years ended
December 31, 2010 and 2009 ...................................................20

Notes to Consolidated Financial Statements ...................................21



























                                      -12-
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
Solar3D, Inc. and Subsidiaries (formerly MachineTalker, Inc.)
(A Development Stage Company)
Santa Barbara, California

We have audited the accompanying  consolidated  balance sheets of Solar3D,  Inc.
and subsidiaries (formerly MachineTalker, Inc.) (A Development Stage Company) as
of  December  31,  2010 and 2009,  and the related  consolidated  statements  of
operations,  shareholders' deficit, and cash flows for the years then ended, and
for the period  from  inception  of the  development  stage on January  30, 2002
through December 31, 2010. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial  position of Solar3D,  Inc. and
subsidiaries (formerly MachineTalker,  Inc.) (A Development Stage Company) as of
December 31, 2010 and 2009,  and the results of their  operations and their cash
flows  for the  years  then  ended  and for the  period  from  inception  of the
development  stage on January 30, 2002 through  December 31, 2010, in conformity
with U.S. generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company does not generate significant revenue, it has
negative cash flows from operations,  and its total liabilities exceed its total
assets. This raises substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ HJ Associates & Consultants, LLP

HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 31, 2011

                                      -13-
<PAGE>
<TABLE>
<CAPTION>
                                                SOLAR3D, INC. AND SUBSIDIARIES
                                                (formerly MACHINETALKER, INC.)
                                                 (A DEVELOPMENT STAGE COMPANY)
                                                  CONSOLIDATED BALANCE SHEETS


                                                                                       December 31, 2010   December 31, 2009
                                                                                       ------------------  -------------------
<S>                                                                                    <C>                 <C>

                                                             ASSETS

CURRENT ASSETS
  Cash                                                                                 $        3,311      $        10,002
  Prepaid expense                                                                              24,822                    -
                                                                                       ------------------  -------------------

        TOTAL CURRENT ASSETS                                                                   28,133               10,002
                                                                                       ------------------  -------------------

PROPERTY & EQUIPMENT, at cost
  Machinery & equipment                                                                        13,080               13,080
  Computer equipment                                                                           55,717               50,351
  Furniture & fixture                                                                           4,670                4,670
                                                                                       ------------------  -------------------
                                                                                               73,467               68,101
  Less accumulated depreciation                                                               (67,923)             (67,423)
                                                                                       ------------------  -------------------

        NET PROPERTY AND EQUIPMENT                                                              5,544                  678
                                                                                       ------------------  -------------------

OTHER ASSETS
  Security deposit                                                                              2,975                2,975
                                                                                       ------------------  -------------------

        TOTAL OTHER ASSETS                                                                      2,975                2,975
                                                                                       ------------------  -------------------

          TOTAL ASSETS                                                                 $       36,652      $        13,655
                                                                                       ==================  ===================

                                             LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                                                     $       13,444      $        45,582
  Accrued expenses                                                                            453,232              401,029
  Accrued interest, other                                                                      25,025               17,225
  Accrued interest, related parties                                                           107,074              110,041
  Convertible promissory note                                                                  65,000               65,000
  Notes payable, related parties                                                                    -               44,000
                                                                                       ------------------  -------------------

        TOTAL CURRENT LIABILITIES                                                             663,775              682,877
                                                                                       ------------------  -------------------



SHAREHOLDERS'  DEFICIT
  Common stock, $.001 par value;
  550,000,000 authorized shares;
  100,689,825 and 36,395,359 shares issued and outstanding, respectively                      100,689               36,395
  Additional paid in capital                                                                7,815,088            7,220,377
  Deficit accumulated  during the development stage                                        (8,542,900)          (7,925,994)
                                                                                       ------------------  -------------------

        TOTAL SHAREHOLDERS' DEFICIT                                                          (627,123)            (669,222)
                                                                                       ------------------  -------------------

          TOTAL LIABILITIES AND SHAREHOLDERS'  DEFICIT                                 $       36,652      $        13,655
                                                                                       ==================  ===================

</TABLE>






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

                                      -14-

<PAGE>
<TABLE>
<CAPTION>
                                         SOLAR3D, INC. AND SUBSIDIARIES
                                         (formerly MACHINETALKER, INC.)
                                          (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                From Inception
                                                                      Year Ended               January 30, 2002
                                                          -----------------------------------       through
                                                          December 31, 2010 December 31, 2009  December 31, 2010
                                                          ----------------- -----------------  -----------------
<S>                                                       <C>               <C>                <C>

REVENUE                                                   $               - $          43,327  $       1,127,406

COST OF SERVICES                                                          -            41,607            496,177
                                                          ----------------- -----------------  -----------------

GROSS PROFIT                                                              -             1,720            631,229
                                                          ----------------- -----------------  -----------------

OPERATING EXPENSES
  Selling and marketing expenses                                          -             9,761          1,264,814
  General and administrative expenses                               571,895           451,188          3,653,091
  Research and development                                           36,042                 -          1,475,907
  Impairment loss                                                         -                 -          1,753,502
  Depreciation and amortization expense                                 500             8,848            120,247
                                                          ----------------- -----------------  -----------------

        TOTAL OPERATING EXPENSES                                    608,437           469,797          8,267,561
                                                          ----------------- -----------------  -----------------

LOSS FROM OPERATIONS                                               (608,437)         (468,077)        (7,636,332)
                                                          ----------------- -----------------  -----------------

OTHER INCOME/(EXPENSES) BEFORE PROVISION FOR INCOME TAXES
  Interest income                                                         -                 4             10,255
  Interest expense                                                   (8,469)          (16,038)          (269,684)
  Penalties                                                               -                 -               (155)
  Gain/(loss) on investment                                               -             1,347            (73,121)
  Loss on settlement of debt                                              -          (567,300)          (567,300)
  Gain/(loss) on sale of asset                                            -                 -               (963)
                                                          ----------------- -----------------  -----------------

        TOTAL OTHER INCOME/(EXPENSES)                                (8,469)         (581,987)          (900,968)
                                                          ----------------- -----------------  -----------------

LOSS BEFORE PROVISION FOR INCOME TAXES                             (616,906)       (1,050,064)        (8,537,300)

PROVISION FOR INCOME TAXES                                                -                 -             (5,600)
                                                          ----------------- -----------------  -----------------

NET LOSS                                                  $        (616,906)$      (1,050,064) $      (8,542,900)
                                                          ================= =================  =================


BASIC AND DILUTED LOSS PER SHARE                          $           (0.01)$           (0.04)
                                                          ================= =================

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
      BASIC AND DILUTED                                          70,364,029        26,974,667
                                                          ================= =================
</TABLE>





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

                                      -15-



<PAGE>
<TABLE>
<CAPTION>
                                                   SOLAR3D, INC. AND SUBSIDIARIES
                                                   (formerly MACHINETALKER, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                    FROM INCEPTION (JANUARY 30, 2002) THROUGH DECEMBER 31, 2010


                                                                                                            Accumulated
                                                                                                          Deficit During
                                                                            Common stock       Additional       the
                                                                       ----------------------    Paid-in    Development
                                                                          Shares      Amount     Capital       Stage        Total
                                                                       ------------ --------- ------------ ------------ -----------
<S>                                                                    <C>          <C>       <C>          <C>          <C>
Balance from original Issuance at January 30, 2002
($0.00425 per share) ($7,650 in cash and a patent at
fair value of $5,100)                                                     3,000,000 $   3,000 $      9,750 $          - $    12,750

Issuance of common stock in February and March 2002
(100,000 shares at $1.25 per share in cash)                                 100,000       100      124,900            -     125,000

Issuance of common stock in April 2002
(8,000 shares at $1.25 per share in cash)                                     8,000         8        9,992            -      10,000

Issuance of common stock in April 2002
 (8,000 shares as finders fees)                                               8,000         8           (8)           -           -

Issuance of common stock in May 2002
(56,000 shares at $1.25 per share in cash)                                   56,000        56       69,944            -      70,000

Issuance of common stock in May 2002
(8,000 shares as finders fees)                                                8,000         8           (8)           -           -

Issuance of common stock in June 2002
(20,000 shares at a price of $2.50 per share in cash)                        20,000        20       49,980            -      50,000

Net Loss for the year ended December 31, 2002                                     -         -            -     (852,600)   (852,600)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance at December 31, 2002                                              3,200,000     3,200      264,550     (852,600)   (584,850)

Issuance of common stock in January 2003
 (420,916 ata price of $0.3041 per share in cash)                           420,916       421      127,579            -     128,000

Issuance of common stock in March 2003
 (32,884 at a price of $0.3041 per share in cash)                            32,884        33        9,967            -      10,000

Net Loss for the year ended December 31, 2003                                     -         -            -     (394,115)   (394,115)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance, December 31, 2003                                                3,653,800     3,654      402,096   (1,246,715)   (840,965)

Issuance of common stock in January 2004
  (1,000 shares valued at $6,250 for services                                 1,000         1        6,249            -       6,250

Issuance of common stock in June 2004
  (640,000 shares at $0.625 per share in conversion debt)                   640,000       640      399,360            -     400,000

Issuance of common stock in June 2004
  (400,000 shares at $0.625 per share for services)                         400,000       400      249,600            -     250,000

Issuance of common stock in July
  through December 31, 2004 for cash                                        982,400       982      613,018            -     614,000

Net Loss for the year ended December 31, 2004                                     -         -            -     (573,454)   (573,454)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance at December 31, 2004                                              5,677,200     5,677    1,670,323   (1,820,169)   (144,169)

Issuance of common stock in January 2005
  (548,800 shares at $0.625 per share for cash)                             548,800       549      342,451            -     343,000

Issuance of common stock in March 2005
  (12,000 shares at $0.50 per share for cash)                                12,000        12       29,988            -      30,000



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

                                      -16-

<PAGE>
                                                   SOLAR3D, INC. AND SUBSIDIARIES
                                                   (formerly MACHINETALKER, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                    FROM INCEPTION (JANUARY 30, 2002) THROUGH DECEMBER 31, 2010

                                                                                                            Accumulated
                                                                                                          Deficit During
                                                                            Common stock       Additional       the
                                                                       ----------------------    Paid-in    Development
                                                                          Shares      Amount     Capital       Stage        Total
                                                                       ------------ --------- ------------ ------------ -----------

Issuance of 152,680 warrants for services                                         -         -      129,550            -     129,550

Issuance of common stock in April 2005
  (12,000 shares at $2.50 per share for cash)                                12,000        12       29,988            -      30,000

Issuance of common stock in May 2005
  (10,682 shares at fair value for services)                                 10,682        10        8,058            -       8,068

Issuance of common stock in May 2005
  (58,000 shares at $2.50 per share for cash)                                58,000        58      144,942            -     145,000

Issuance of common stock in June 2005
  (42,000 shares at $2.50 per share for cash)                                42,000        42      104,958            -     105,000

Issuance of 10,400 warrants for services                                          -         -       23,400            -      23,400

Net Loss for the year ended December 31, 2005                                     -         -            -   (1,068,190) (1,068,190)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance at December 31, 2005                                              6,360,682     6,360    2,483,658   (2,888,359)   (398,342)

Common stock warrants exercised in March 2006
   (12,600 common stock warrants exercised at $0.625)                        12,600        13        7,862            -       7,875

Private Placement in 2nd Qtr 2006
   (16,000 shares at $3.75 per share for cash)                               16,000        16       59,984            -      60,000

Stock Compensation Cost                                                           -         -       35,008            -      35,008

Common stock warrants exercised in August 2006
   (2,000 common stock warrants exercised at $0.625)                          2,000         2        1,248            -       1,250

Issuance of common stock in December 2006
   (6,286 shares issued at $1.75 for cash)                                    6,286         6       10,994            -      11,000

Investment in Sense Comm
   (24,000 common stock issued at $3.00 per share at FMV)                    24,000        24       71,976            -      72,000

Stock Compensation Cost                                                           -         -        4,847            -       4,847

Issuance of 24,800 warrants for services                                          -         -       46,861            -      46,861


Net Loss for the year ended December 31, 2006                                     -         -            -     (611,967)   (611,967)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance at December 31, 2006                                              6,421,568     6,421    2,722,438   (3,500,326)   (771,468)

Common stock warrants exercised in January 2007
   (1,273 common stock warrants exercised for cash at $3.00)                  1,273         1        3,817            -       3,818

Issuance of common stock in January 2007
   (33,143  shares at $1.75 per share for cash)                              33,143        33       57,967            -      58,000

Issuance of common stock in February 2007
   (8,000 shares at $1.75 per share for cash)                                 8,000         8       13,992            -      14,000

Issuance of 24,000 warrants for services                                          -         -       49,487            -      49,487

Issuance of common stock in April 2007
   (32,000 shares at $1.75 per share for cash)                               32,000        32       55,968            -      56,000



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

                                      -17-

<PAGE>
                                                   SOLAR3D, INC. AND SUBSIDIARIES
                                                   (formerly MACHINETALKER, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                    FROM INCEPTION (JANUARY 30, 2002) THROUGH DECEMBER 31, 2010

                                                                                                            Accumulated
                                                                                                          Deficit During
                                                                            Common stock       Additional       the
                                                                       ----------------------    Paid-in    Development
                                                                          Shares      Amount     Capital       Stage        Total
                                                                       ------------ --------- ------------ ------------ -----------

Issuance of common stock in April 2007
   (1,530 shares at $2.50 per share for services)                             1,530         2        3,824            -       3,826

Exercise of stock options in June 2007
  (10,000 shares at $0.625 per share for cash)                               10,000        10        6,240            -       6,250

Conversion of note to common stock in June 2007
   (114,286 shares at $1.75 per share in conversion of debt)                114,286       114      199,886            -     200,000

Issuance of common stock in June 2007
   (16,000 shares at $1.25 per share for cash)                               16,000        16       19,984            -      20,000

Issuance of common stock in July 2007
   (61,600 shares at $1.25 per share for cash)                               61,600        62       76,938            -      77,000

Issuance of common stock in July 2007
   (120,000 shares at $2.00 per share for purchase of investment)           120,000       120      239,880            -     240,000

Issuance of common stock in August 2007
   (4,000 shares at $1.25 per share for cash)                                 4,000         4        4,996            -       5,000

Issuance of common stock in September 2007
   (19,200 shares at $1.25 per share for cash)                               19,200        19       23,981            -      24,000

Issuance of 8,333 warrants for services                                           -         -       12,345            -      12,345

Stock compensation cost                                                           -         -       17,092            -      17,092

Issuance of common stock in October 2007
   (40,000 shares at $1.25 per share for cash)                               40,000        40       49,960            -      50,000

Issuance of common stock in November 2007
   (3,425 shares at $1.50 per share for services)                             3,425         3        5,133            -       5,136

Issuance of common stock in December 2007
   (345,000 shares at $1.00 per share for license fees)                     345,000       345      344,655            -     345,000

Issuance of common stock in December 2007
   (1,515,000 shares at $1.00 per share for purchase of subsidiary)       1,515,000     1,515    1,513,485            -   1,515,000

Net Loss for the year ended December 31, 2007                                     -         -            -   (1,025,773) (1,025,773)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance at December 31, 2007                                              8,746,025     8,745    5,422,068   (4,526,099)    904,714

Issuance of common stock in March 2008
   (2,649 shares at $1.25 per share for services)                             2,649         3        3,308            -       3,311

Issuance of common stock in July 2008
   (14,667 shares at $0.625 per share for services)                          14,667        15        9,153            -       9,168

Issuance of common stock in September 2008
   (60,000 shares at $0.175 per share for services)                          60,000        60       10,440            -      10,500

Stock compensation cost                                                           -         -       12,831            -      12,831

Issuance of common stock in September 2008
   (14,000 shares at $0.2275 per share for services)                         14,000        14        3,171            -       3,185



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

                                      -18-


<PAGE>
                                                   SOLAR3D, INC. AND SUBSIDIARIES
                                                   (formerly MACHINETALKER, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                    FROM INCEPTION (JANUARY 30, 2002) THROUGH DECEMBER 31, 2010

                                                                                                            Accumulated
                                                                                                          Deficit During
                                                                            Common stock       Additional       the
                                                                       ----------------------    Paid-in    Development
                                                                          Shares      Amount     Capital       Stage        Total
                                                                       ------------ --------- ------------ ------------ -----------

Contributed capital by shareholder                                                -         -      448,712            -     448,712

Net Loss for the year ended December 31, 2008                                     -         -            -   (2,349,831) (2,349,831)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance at December 31, 2008                                              8,837,341     8,837    5,909,683   (6,875,930)   (957,410)

Issuance of common stock in April 2009
(1,240,000 shares at $0.1625 per share issued for services)               1,240,000     1,240      200,260            -     201,500

Issuance of common stock in May 2009
(18,648,018 shares at $0.0053625 per share issued for cash)              18,648,018    18,648       81,352            -     100,000

Issuance of common stock in May 2009
(350,000 shares at $0.1275 per share issued for services)                   350,000       350       44,275            -      44,625

Issuance of common stock in May 2009
(380,000 shares at $0.1275 per share issued for conversion of
 promissory note)                                                           380,000       380       48,070            -      48,450

Issuance of common stock in May 2009
(6,940,000 shares at $0.1275 per share issued for conversion of
 promissory note)                                                         6,940,000     6,940      877,910            -     884,850

Contributed capital by shareholder                                                -         -       58,827            -      58,827

Net Loss for the year ended December 31, 2009                                     -         -            -   (1,050,064) (1,050,064)
                                                                        ----------- ---------- ------------ ------------ -----------
Balance at December 31, 2009                                             36,395,359    36,395    7,220,377   (7,925,994)   (669,222)

Issuance of common stock in February 2010 for cash
(16,000,000 shares of common stock issued at $0.0125 per share)          16,000,000    16,000      184,000            -     200,000

Issuance of common stock in July 2010 for cash
(44,444,444 shares of common stock issued at $0.00225 per share)         44,444,444    44,444       55,556            -     100,000

Issuance of common stock in August 2010 for cash
(1,050,000 shares of common stock issued at $0.010476 per share)          1,050,000     1,050        9,950            -      11,000

Issuance of common stock in December 2010 for cash
(2,800,000 shares of common stock issued at $0.05 per share)              2,800,000     2,800      137,200            -     140,000

Rounding shares                                                                  22         -            -            -           -

Stock compensation cost                                                           -         -      208,005            -     208,005

Net loss for the year ended December 31, 2010                                     -         -            -     (616,906)   (616,906)
                                                                        ----------- ---------- ------------ ------------ -----------

Balance at December 31, 2010                                            100,689,825 $ 100,689  $ 7,815,088  $(8,542,900) $ (627,123)
                                                                        =========== ========== ============ ============ ===========
</TABLE>


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

                                      -19-


<PAGE>
<TABLE>
<CAPTION>
                                            SOLAR3D, INC. AND SUBSIDIARIES
                                            (formerly MACHINETALKER, INC.)
                                            (A Development Stage Company)
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                    From Inception
                                                                        Year Ended                 January 30, 2002
                                                            -------------------------------------       through
                                                            December 31, 2010   December 31, 2009  December 31, 2010
                                                            -----------------   -----------------  -----------------
<S>                                                         <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                $      (616,906)    $    (1,050,064)   $  (8,542,900)
    Adjustments to reconcile net loss to net cash
      used in operating activities
    Depreciation and amortization                                       500               8,848          120,247
    Issuance of common shares and warrants for  services                  -             166,625          727,713
    Issuance of common shares in conversion of debt                       -                   -          400,000
    (Gain)/loss on investment                                             -              (1,347)          73,121
    Stock Compensation Cost                                         208,005                   -          277,783
    Gain on sale of asset                                                 -                   -              963
    Impairment loss                                                       -                   -        1,753,502
    Loss on settlement of debt                                            -             567,300          567,300
   Changes in Assets and Liabilities
    (Increase) Decrease in:
    Inventory                                                             -              39,598                -
    Prepaid expenses                                                (24,822)                904          (24,822)
    Patents                                                               -                 656                -
    Deposits and other assets                                             -               5,000            2,025
    Increase (Decrease) in:
    Accounts payable                                                (32,138)             34,036           92,944
    Accrued expenses                                                 57,036             122,482          585,331
    Unearned revenue                                                      -             (38,817)               -
                                                            -----------------   -----------------  -----------------

        NET CASH USED IN OPERATING ACTIVITIES                      (408,325)           (144,779)      (3,966,793)
                                                            -----------------   -----------------  -----------------

NET CASH FLOWS USED IN INVESTING ACTIVITIES:
    Purchase of property and equipment                               (5,366)                  -          (79,120)
    Sale of asset                                                         -                   -            3,963
    Investment in companies                                               -               1,347           (6,121)
                                                            -----------------   -----------------  -----------------

        NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES             (5,366)              1,347          (81,278)
                                                            -----------------   -----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable related parties                             -              47,000        1,127,342
  Proceeds from convertible promissory note                               -                   -          129,000
  Repayment of notes payable related party                          (44,000)             (3,000)        (137,000)
  Contributed capital by shareholder                                      -               6,485           19,197
  Proceeds from subsidiary                                                -                   -          300,000
  Proceeds from issuance of common stock                            451,000             100,000        2,605,193
                                                            -----------------   -----------------  -----------------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                   407,000             150,485        4,043,732
                                                            -----------------   -----------------  -----------------

          NET INCREASE IN CASH                                       (6,691)              7,053           (4,339)


CASH, BEGINNING OF PERIOD                                            10,002               2,949            7,650
                                                            -----------------   -----------------  -----------------

CASH, END OF PERIOD                                         $         3,311     $        10,002    $       3,311
                                                            =================   =================  =================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Interest paid                                            $         3,536     $             -    $     137,484
                                                            =================   =================  =================
   Income taxes                                             $             -     $             -    $       5,600
                                                            =================   =================  =================

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS
    During the year ended December 31, 2009, the Company issued  1,590,000  shares of common stock for services and accounts payable
    at a fair value of  $246,125;  7,320,000  shares of common  stock with a fair value of  $933,300  were issued in  conversion  of
    $366,000 in debt  resulting  in a $567,300  loss on  settlement  of debt.  Also, a  shareholder  forgave a loan in the amount of
    $52,342, and was recorded as additional paid in capital.
</TABLE>

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

                                      -20-
<PAGE>
                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


1.   ORGANIZATION AND LINE OF BUSINESS

     ORGANIZATION
     Solar3D (formerly MachineTalker,  Inc.) (the "Company") was incorporated in
     the state of Delaware  on January 30,  2002.  The  Company,  based in Santa
     Barbara,  California,  began  operations  on  January  30,  2002.  We  were
     originally formed in January 2002 as MachineTalker, Inc. in order to pursue
     the development of new wireless  process control  technology.  In September
     2010,  we shifted our  engineering  and research  focus to developing a new
     means  for  generating  solar-produced  electrical  power  which we plan to
     patent and perfect for use in the  manufacture  of highly  efficient  solar
     cells. In July 2010, we changed our company name to Solar3D,  Inc. in order
     to better reflect our new business plan.

     LINE OF BUSINESS
     The Company is currently  in the stage of  developing  and  marketing a new
     three-dimensional version of solar cell technology in order to maximize the
     conversion of sunlight into electricity. Conventional solar cells reflect a
     significant  amount of incident  sunlight  losing much of the solar  energy
     that could have produced  additional  electrical  power.  Inspired by light
     management  techniques used in fiber optic devices,  Solar3D is designing a
     new type of solar cell,  one that  utilizes a  three-dimensional  design to
     trap  sunlight  inside the  photovoltaic  structure  where it is  reflected
     multiple  times  until much more of the energy is  absorbed  into the solar
     cell material.  We have applied for patent protection on what we believe to
     be a breakthrough  design for the next  generation in solar cell technology
     with  increased  efficiency  and  resulting  in a lower  cost  per  watt of
     electricity produced.

     GOING CONCERN
     The accompanying financial statements have been prepared on a going concern
     basis  of  accounting,   which   contemplates   continuity  of  operations,
     realization of assets and  liabilities and commitments in the normal course
     of  business.  The  accompanying  financial  statements  do not reflect any
     adjustments  that might  result if the  Company is unable to  continue as a
     going concern.  The Company does not generate  significant revenue, and has
     negative cash flows from operations,  which raise  substantial  doubt about
     the Company's  ability to continue as a going  concern.  The ability of the
     Company to continue as a going  concern  and  appropriateness  of using the
     going concern basis is dependent  upon,  among other things,  an additional
     cash  infusion.  Management  believes  the  existing  shareholders  and the
     prospective  new investors will provide the additional  cash needed to meet
     the  Company's   obligations  as  they  become  due,  and  will  allow  the
     development of its core of business.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of significant  accounting policies of MachineTalker,  Inc. is
     presented to assist in understanding  the Company's  financial  statements.
     The financial  statements  and notes are  representations  of the Company's
     management, which is responsible for their integrity and objectivity. These
     accounting policies conform to accounting  principles generally accepted in
     the United  States of  America  and have been  consistently  applied in the
     preparation of the financial statements.

     PRINCIPLES OF CONSOLIDATION
     The consolidated  financial  statements include the accounts of the Company
     and its  subsidiaries  Wideband  Detection  Technologies,  Inc.  and  Mirco
     Wireless  Technologies,  Inc. All  significant  inter-company  balances and
     transactions have been eliminated.

     DEVELOPMENT STAGE ACTIVITIES AND OPERATIONS
     The Company has been in its initial  stages of  formation  and for the year
     ended December 31, 2010, had  insignificant  revenues.  A development stage
     activity  is  one  in  which  all  efforts  are  devoted  substantially  to
     establishing a new business and even if planned  principal  operations have
     commenced, revenues are insignificant.


                                      -21-
<PAGE>
                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     REVENUE RECOGNITION
     We  recognize   revenue  upon  delivery,   provided  that  evidence  of  an
     arrangement  exists,  title,  and risk of loss have passed to the customer,
     fees are fixed or determinable, and collection of the related receivable is
     reasonably  assured.  We record revenue net of estimated  product  returns,
     which is  based  upon  our  return  policy,  sales  agreements,  management
     estimates of potential  future  product  returns  related to current period
     revenue,  current  economic  trends,  changes in customer  composition  and
     historical  experience.  We accrue for warranty costs,  sales returns,  and
     other allowances based on our experience,  which tells us we have less than
     $25,000 per year in warranty returns and allowances.  Generally,  we extend
     credit to our customers and do not require  collateral.  We perform ongoing
     credit  evaluations  of our customers and historic  credit losses have been
     within our  expectations.  We do not ship a product  until we have either a
     purchase  agreement  or  rental  agreement  signed by the  customer  with a
     payment  arrangement.  This is a  critical  policy,  because  we  want  our
     accounting to show only sales which are "final" with a payment arrangement.
     We do not make  consignment  sales,  nor inventory  sales subject to a "buy
     back" or return arrangement from customers. Accordingly, original equipment
     manufacturers  do not presently  have a right to return unsold  products to
     us.

     We also grant exclusive licenses for the use of the technology  required to
     operate our  products.  Software  license  revenue is  recognized  over the
     contract  period,  for those contracts that either do not contain a service
     component  or  that  have   services   which  are  not   essential  to  the
     functionality of any other element of the contract.

     USE OF ESTIMATES
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions that affect the amounts reported in the accompanying  financial
     statements.   Significant  estimates  made  in  preparing  these  financial
     statements  include the estimate of useful lives of property and equipment,
     the deferred tax valuation allowance,  and the fair value of stock options.
     Actual results could differ from those estimates.

     PROPERTY AND EQUIPMENT
     Property and equipment are stated at cost,  and are  depreciated  using the
     straight line method over its estimated useful lives:

                Machinery & equipment               5 Years
                Furniture & fixtures              5-7 Years
                Computer equipment                3-5 Years

     Depreciation  expense as of December  31, 2010 and 2009 was $500 and $8,848
     respectively.

     FAIR VALUE OF FINANCIAL INSTRUMENTS
     Fair Value of Financial  Instruments  requires disclosure of the fair value
     information,  whether or not recognized in the balance  sheet,  where it is
     practicable  to estimate that value.  As of December 31, 2010 and 2009, the
     amounts reported for cash, accounts receivable,  accounts payable,  accrued
     interest and other expenses,  and notes payable  approximate the fair value
     because of their short maturities.

     INVENTORY
     Inventories are stated at the lower of cost (first-in,  first-out basis) or
     market, and consists of raw materials. There was no inventory for the years
     ended December 31, 2010 and 2009.

                                      -22-
<PAGE>
                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     STOCK-BASED COMPENSATION
     Share based payments  applies to transactions in which an entity  exchanges
     its  equity  instruments  for  goods  or  services,  and  also  applies  to
     liabilities  an entity may incur for goods or services that are to follow a
     fair value of those  equity  instruments.  We will be  required to follow a
     fair  value  approach   using  an   option-pricing   model,   such  as  the
     Black-Scholes  option valuation model, at the date of a stock option grant.
     The deferred compensation calculated under the fair value method would then
     be amortized  over the respective  vesting period of the stock option.  The
     adoption of share based  compensation has no material impact on our results
     of operations.

     ADVERTISING
     The Company expenses  advertising costs as incurred.  Advertising costs for
     the  years  ended   December   31,  2010  and  2009  were  $5,472  and  $0,
     respectively.

     RESEARCH AND DEVELOPMENT COSTS
     Research  and  development  costs are  expensed  as  incurred.  These costs
     consist  primarily of salaries and direct payroll related costs.  The costs
     for the  years  ended  December  31,  2010 and 2009  were  $36,042  and $0,
     respectively.

     LOSS PER SHARE CALCULATIONS
     Loss per Share  dictates the  calculation  of basic  earnings per share and
     diluted  earnings  per share.  Basic  earnings  per share are  computed  by
     dividing income  available to common  shareholders by the  weighted-average
     number of common shares  available.  Diluted earnings per share is computed
     similar  to  basic  earnings  per  share  except  that the  denominator  is
     increased to include the number of additional common shares that would have
     been  outstanding if the potential common shares had been issued and if the
     additional  common shares were dilutive.  No shares for employee options or
     warrants  were used in the  calculation  of the loss per share as they were
     all anti-dilutive.  The Company's diluted loss per share is the same as the
     basic loss per share for the years ended December 31, 2010 and 2009, as the
     inclusion of any potential  shares would have had an  anti-dilutive  effect
     due to the Company  generating a loss. A  reconciliation  of the numerators
     and  denominators  used in the  computation of loss per share for the years
     ended December 31, 2010 and 2009 is as follows:

                                   2010             2009
                              -------------     --------------

        Numerators            $   (616,906)     $  (1,050,064)

        Denominators            70,364,029         26,974,667



     INCOME TAXES
     The Company  uses the  liability  method of  accounting  for income  taxes.
     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
     consequences  attributable  to  financial  statements  carrying  amounts of
     existing  assets  and  liabilities  and  their  respective  tax  bases  and
     operating loss and tax credit  carry-forwards.  The measurement of deferred
     tax assets and  liabilities  is based on provisions of applicable  tax law.
     The  measurement  of deferred  tax assets is reduced,  if  necessary,  by a
     valuation  allowance  based on the amount of tax  benefits  that,  based on
     available evidence, is not expected to be realized.

                                      -23-
<PAGE>

                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     GOODWILL
     Goodwill  represents  the excess of the purchase  price over the fair value
     assigned  to  identifiable  net assets  acquired of  subsidiary  companies.
     Goodwill is tested for impairment  annually or more frequently if events or
     circumstances  indicate that the asset might be impaired.  The Company does
     not  have  the  funds  to  pursue  the  technologies,   which  resulted  in
     impairment.  Goodwill  impairment is measured as the excess of the carrying
     amount over the implied fair value.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
     Management  reviewed  accounting  pronouncements  issued  during  the three
     months ended December 31, 2010, and no  pronouncements  were adopted during
     the period.

3.   INCOME TAXES

     The Company files income tax returns in the U.S. Federal jurisdiction,  and
     the state of  California.  With few  exceptions,  the  Company is no longer
     subject  to  U.S.  federal,  state  and  local,  or  non-U.S.   income  tax
     examinations by tax authorities for years before 2008.

     Deferred income taxes have been provided by temporary  differences  between
     the carrying  amounts of assets and  liabilities  for  financial  reporting
     purposes and the amounts used for tax  purposes.  To the extent  allowed by
     GAAP, we provide valuation  allowances  against the deferred tax assets for
     amounts  when the  realization  is  uncertain.  Included in the balances at
     December  31, 2010 and 2009,  are no tax  positions  for which the ultimate
     deductibility is highly certain,  but for which there is uncertainty  about
     the timing of such  deductibility.  Because of the impact of  deferred  tax
     accounting,  other than interest and  penalties,  the  disallowance  of the
     shorter deductibility period would not affect the annual effective tax rate
     but would  accelerate  the  payment of cash to the taxing  authority  to an
     earlier period.

     The  Company's   policy  is  to  recognize   interest  accrued  related  to
     unrecognized  tax benefits in interest  expense and  penalties in operating
     expenses.  During the periods ended December 31, 2010 and 2009, the Company
     did not recognize interest and penalties.

4.   DEFERRED TAX BENEFIT

     The income tax provision  differs from the amount of income tax  determined
     by  applying  the U.S.  federal  income  tax  rate to  pretax  income  from
     continuing  operations for the year ended December 31, 2010 and 2009 due to
     the following:


                                                2010                2009
                                           ----------------   -----------------
Book Income                                $      (253,418)   $       (420,026)
Depreciation                                             -               1,373
Meals & Entertainment                                  105                  12
Related Party Accrual                                    -              45,162
Non deductible Impairment Expenses                       -              15,839
Stock for Services                                  83,202              66,650
Loss on Settlement of Debt                               -             226,920

Valuation Allowance                                170,111              64,070
                                           ----------------   -----------------

Income tax expense                         $             -    $              -
                                           ================   =================

                                      -24-
<PAGE>
                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


4.   DEFERRED TAX BENEFIT (Continued)

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

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


                                         2010             2009
                                     -------------    -------------
        Deferred tax assets:
          NOL carryover              $  1,811,794     $  1,687,962
          R & D                           128,369          125,695
          Contributions                       692              692
          Related party accruals          224,122          203,709
          Depreciation                          -            1,813

        Deferred tax liabilities:
          Depreciation                     (1,414)               -

        Less valuation allowance       (2,163,563)      (2,019,871)
                                     -------------    -------------
        Net deferred tax asset       $           -    $           -
                                     =============    =============

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

5.   CAPITAL STOCK

     On August 5, 2010, the holders of a majority of the issued and  outstanding
     shares of the Company's common stock approved a one-for-five reverse common
     stock split,  and these  financial  statements  have been  adjusted for the
     effects of this reverse split.

     During the year ended  December 31,  2010,  the Company  issued  16,000,000
     shares of common  stock at a price of  $0.0125  per share for  $200,000  in
     cash;  44,444,444  shares of common  stock at a price of $0.00225 per share
     for $100,000 cash; 1,050,000 shares of common stock at a price of $0.010476
     per share for cash;  2,800,000  shares of common  stock at a price of $0.05
     per share for $140,000  cash.  During the year ended December 31, 2009, the
     Company  effected a one for five reverse split of its common  stock.  Also,
     the  Company  issued  18,648,018  shares  of  common  stock  at a price  of
     $0.0053625 per share for $11,000 cash; 1,590,000 shares of common stock for
     services and accounts payable at a fair value of $246,125; 7,320,000 shares
     of common stock at a fair value of $933,300 for the  conversion of $366,000
     in debt  resulting in the  recognition  of a $567,300 loss on settlement of
     debt;  the Company's  President  forgave a note payable of $52,342 and cash
     contributed  during  the  period  of  $6,485 to  contributed  capital.  The
     financial  statements have been  retroactively  adjusted for the effects of
     the stock split.

                                      -25-
<PAGE>
                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

6.   STOCK OPTIONS AND WARRANTS

     During the year ended December 31, 2010, in consideration for services as a
     director of the  Company,  the Board of  Directors  issued to Mr.  Nelson a
     nonqualified  stock  option  to  purchase  up to  15,000,000  shares of the
     Company's common stock. The stock options were granted on July 22, 2010 and
     vest 1/36th per month commencing on a monthly basis for as long as he is an
     employee or  consultant of the Company.  The stock options are  exercisable
     for a period of seven years from the date of grant at an exercise  price of
     $0.05 per share.  These share amounts and exercise price have been adjusted
     for the one for five reverse split of the Company's common stock.

                                                                2010
                                                          ----------------
        Risk free interest rate                                 2.38%
        Stock volatility factor                                 229%
        Weighted average expected option life                   7 years
        Expected dividend yield                                 None

     A summary of the Company's  stock option  activity and related  information
     follows:
                                                   12/31/2010
                                           -----------------------------
                                                            Weighted
                                               Number        average
                                                 of         exercise
                                               Options        price
                                           -----------------------------
Outstanding, beginning of period                        -           $ -
Granted                                        15,000,000          0.05
Exercised                                               -             -
Expired                                                 -             -
Outstanding, end of period                     15,000 000        $ 0.05
                                           =============================
Exercisable at the end of period                2,083,333        $ 0.05
                                           =============================
Weighted average fair value of
  options granted during the period                              $ 0.05
                                                          ==============


     The  stock-based  compensation  expense  recognized  in  the  statement  of
     operations during the period ended December 31, 2010 is $208,005.

     WARRANTS
     A  summary  of the  Company's  warrant  activity  and  related  information
     follows:
<TABLE>
<CAPTION>
                                                    2010                           2009
                                         ------------------------------------------------------------
                                                          Weighted                       Weighted
                                             Number        average          Number        average
                                               of         exercise            of         exercise
                                            Warrants        price          Warrants        price
                                         ------------------------------------------------------------
<S>                                      <C>             <C>            <C>              <C>
Outstanding, beginning of period                173,280  $       0.11          173,280   $      0.11
Granted                                               -             -                -             -
Exercised                                             -             -                -             -
Expired                                         (41,666)        (0.06)               -             -
Outstanding, end of period                      131,614  $       0.12          173,280   $      0.11
                                         =============================  =============================
Exercisable at the end of period                131,614  $       0.12          173,280   $      0.11
                                         =============================  =============================
Weighted average fair value of
  options granted during the period                      $          -                    $         -
                                                        ==============                 ==============
</TABLE>

                                      -26-
<PAGE>
                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009

6.   STOCK OPTIONS AND WARRANTS (Continued)

     WARRANTS (Continued)
     ---------
     At December 31, 2010, the weighted  average  remaining  contractual life of
     warrants outstanding:


                                                                  Weighted
                                                                   Average
                                                                  Remaining
        Exercisable          Warrants            Warrants        Contractual
           Prices           Outstanding         Exercisable      Life (years)
     ------------------- ------------------ ------------------------------------
                 $ 0.12              7,614               7,614       0.75
                 $ 0.12            100,000             100,000       0.85
                 $ 0.12             20,000              20,000       1.00
                 $ 0.15              4,000               4,000       1.02
                         ------------------ -------------------
                                   131,614             131,614
                         ================== ===================


7.   CONVERTIBLE PROMISSORY NOTES

     During the year ended December 31, 2007, the Company entered into a two (2)
     year  convertible  promissory  note that  matured  October  16,  2009.  The
     principal  amount of the note is  $65,000,  and bears  interest  at 12% per
     annum.  The principal is  convertible  into shares of common stock at $0.25
     per share. The Company is in default and the promissory note is due.

     During the year ended  December  31, 2009,  the Company  received a loan of
     $37,000  from an  investor.  The loan bears  interest at 6% per annum.  The
     principal  of $37,000 was paid in full during the year ended  December  31,
     2010.

8.   RENTAL LEASE

     The  Company  moved to a new  facility  on  October  1, 2010 and leases its
     premises on a  month-to-month  basis.  The rent expense for the years ended
     December 31, 2010 and 2009  amounted to $15,494 and  $12,873,  respectively
     for each year.

9.   RELATED PARTY TRANSACTIONS

     During the year ended December 31, 2009, the Company's  President forgave a
     note payable of $52,342 and cash of $6,485 to contributed capital.

     During the year ended  December 31, 2009,  the Company's  President  loaned
     $7,000 to the Company for  operating  expenses.  During  prior  years,  the
     Company's   President  and  Chief  Executive  officer  loaned  the  Company
     $349,342. The note bore interest at 6% per annum. The outstanding principal
     balance of this loan was settled  during the year ended  December 31, 2009,
     through  the  issuance  of  6,940,000  shares of common  stock.  No accrued
     interest was settled in this transaction. The balance of interest due as of
     December 31, 2010 and 2009 was $107,074 and $108,962, respectively.

     During the year ended  December  31, 2009,  an investor  loaned the Company
     $37,000 for operating  expenses.  The note bears  interest at 6% per annum,
     and is due and payable upon demand. This loan and all accrued interest were
     paid in full during the year ended December 31, 2010.


                                      -27-
<PAGE>
                          SOLAR3D, INC. AND SUBSIDIARY
                         (formerly MACHINETALKER, INC.)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                           December 31, 2010 and 2009


10.  SUBSEQUENT EVENTS

     Management has evaluated subsequent events according to the requirements of
     ASC TOPIC 855, and has reported the following:

     During  January and February,  an investor  loaned the Company  $47,000 for
     operating expenses, which was repaid during the same period.

     As of March 2011,  the Company issued  4,286,670  shares of common stock at
     prices of $0.05 and $0.075 per share for a total of $284,000 in cash.

































                                      -28-
<PAGE>

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

         None.


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

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         We  carried  out an  evaluation,  under  the  supervision  and with the
participation of our management,  including our principal  executive officer and
principal financial officer, of the effectiveness of our disclosure controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)).  Based
upon that evaluation,  our principal  executive officer and principal  financial
officer concluded that, as of the end of the period covered in this report,  our
disclosure controls and procedures were not effective to ensure that information
required to be disclosed in reports filed under the  Securities  Exchange Act of
1934, as amended,  is recorded,  processed,  summarized and reported  within the
required time periods and is accumulated  and  communicated  to our  management,
including our principal  executive officer and principal  financial officer,  as
appropriate to allow timely decisions regarding required disclosure.

         Our management, including our principal executive officer and principal
financial officer,  does not expect that our disclosure  controls and procedures
or our internal  controls will prevent all error or fraud. A control system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints  and the benefits of controls must be  considered  relative to their
costs. Due to 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,  have been  detected.  To address the  material  weaknesses,  we
performed additional analysis and other post-closing  procedures in an effort to
ensure our consolidated financial statements included in this annual report have
been prepared in  accordance  with  generally  accepted  accounting  principles.
Accordingly,  management believes that the financial statements included in this
report fairly present in all material respects our financial condition,  results
of operations and cash flows for the periods presented.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

         Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities  Exchange  Act of 1934,  as  amended.  Our  management  assessed  the
effectiveness  of our internal  control over financial  reporting as of December
31, 2010. In making this assessment,  our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
in Internal Control-Integrated  Framework. Based on this assessment,  management
believes  that,  as of December 31, 2010,  our internal  control over  financial
reporting was effective based on those  criteria.  There have been no changes in
internal  control over  financial  reporting  since  December 31, 2010 that have
materially  affected or are reasonably  likely to materially affect our internal
control over financial reporting.

NO ATTESTATION REPORT BY INDEPENDENT REGISTERED ACCOUNTANT

         The  effectiveness of our internal control over financial  reporting as
of December 31, 2010 has not been audited by our independent  registered  public
accounting  firm by virtue of our exemption  from such  requirement as a smaller
reporting company.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         There have been no  changes  in our  internal  control  over  financial
reporting  through the date of this report or during the quarter ended  December
31, 2010,  that  materially  affected,  or are  reasonably  likely to materially
affect, our internal control over financial reporting.

                                      -29-
<PAGE>

CORRECTIVE ACTION

         Management plans to make future investments in the continuing education
of our accounting and financial  staff.  Specifically,  we plan to seek specific
public company accounting  training during 2011.  Improvements in our disclosure
controls and  procedures and in our internal  control over  financial  reporting
will, however,  depend on our ability to add additional  financial personnel and
independent  directors  to provide more  internal  checks and  balances,  and to
provide  qualified  independence for our audit committee.  We believe we will be
able to commence achieving these goals once our sales and cash flow grow and our
financial condition improves.


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

         None.


                                    PART III

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

         The following  table lists our  executive  officers and directors as of
December 31, 2010:

NAME                      AGE   POSITION
-------------------       ---   ------------------------------------------------
Roland F. Bryan (1)       76    President,  Chief Financial Officer,  Secretary,
                                and Chairman of the Board of Directors

James B. Nelson           58    Chief Executive Officer and Director

Mark J. Richardson        56    Director

----------------
(1)  Member of audit committee.  Mr. Bryan is not an independent director and he
     may not qualify as a financial  expert for the purposes of  satisfying  the
     requirements   of  the  Securities  and  Exchange   Commission  that  audit
     committees be comprised of independent directors, at least one of whom is a
     financial  expert.  Management  believes  that our small  size and  limited
     resources has so far hindered us from  attracting a fourth director who can
     serve  on  the  audit  committee  as  an  independent   financial   expert.
     Nevertheless, we will continue to seek such a candidate.

         ROLAND F. BRYAN has been the  president  and  chairman  of the board of
directors of Solar3D since our inception in January  2002,  the chief  financial
officer of Solar3D since November 2003, the secretary of Solar3D since May 2006,
and the chief  executive  officer of Solar3D from inception to October 2010. For
the six years  prior to  founding  Solar3D,  Mr.  Bryan was self  employed as an
independent  advisor to several high-tech  companies on corporate  organization,
management,   marketing  and  product  development.   Mr.  Bryan's  professional
background is in the areas computer science research and process control through
computer  automation.  During the last 25 years he has built up and sold several
high-tech  companies in the fields of  telecommunications  networking,  military
computer  systems and  commercial  equipment  for network  access.  In 1974,  he
founded  Associated  Computer  Consultants,  Inc.,  a company  that  implemented
interconnections  to the first packet network for many United States  government
agencies.  In 1983,  the name of the company  was  changed to Advanced  Computer
Communications,  Inc.  and  continued  to produce  networking  products for both
military and commercial applications.  Advanced Computer Communications made the
Inc. 500 List of Fastest  Growing  Companies in 1984.  In 1991,  the company was
split into two separate businesses, one to concentrate on military products, the
other to concentrate on commercial  products.  Advanced Computer  Communications
was  acquired by Ericsson in 1998 for $265  million.  In September  1994,  WIRED
MAGAZINE honored Mr. Bryan and 18 others, as the "Creators of the Internet."

         Mr. Bryan's qualifications:

         o        Leadership  experience  - Chairman  of the board,  founder and
                  chief  executive  officer of Solar3D  since our  inception  in
                  January 2002.

                                      -30-
<PAGE>

         o        Finance  experience  - As  founder  and  president,  and chief
                  financial  officer,  Mr. Bryan has  supervised  our  financial
                  management since our inception.
         o        Industry  experience - Mr. Bryan is the founder of Solar3D who
                  has  developed  and   implemented   our  business  plan  since
                  inception.
         o        Government  experience  - Mr.  Bryan  has  secured a number of
                  long-term  government  contracts for the provision of products
                  and consulting  engineering  services to the U.S. military and
                  other government agencies.
         o        Technology and education experience - Mr. Bryan is an inventor
                  of our proprietary  MachineTalker technology and an advisor to
                  the  researchers  involved in development of our new 3-D solar
                  cell  technology.  Mr.  Bryan  holds a number  of  patents  in
                  computer science and communications technology.

         JAMES B.  NELSON has been a  director  and chief  executive  officer of
Solar3D since October 2010. Mr. James Nelson began his executive career 30 years
ago at Bain and Company, a business strategy consulting firm, where he managed a
team of consultants on four  continents  solving  CEO-level  programs for global
companies.  Prior to joining  Solar3D,  he spent 20 years working in the private
equity  industry  as both a  capital  partner  and  operating  CEO to  portfolio
companies. Mr. Nelson was a general partner at Peterson Partners (2007-2009) and
at  Millennial  Capital  Partners  (1991-2010--previously  known as Invest  West
Capital).  In addition to his  responsibilities  in acquisition and divestiture,
Mr. Nelson worked as an executive of a number of portfolio companies.  He served
as chief executive officer of Euro-Tek Store Fixture, LLC, chairman of the board
of American Retail Interiors,  chairman of the board and chief executive officer
of Panelview Inc. and chairman of the board of Critical Power Exchange,  as well
as sitting on  numerous  boards  both in and out of the  private  equity  funds'
portfolios.  Prior to his years in private  equity,  Mr.  Nelson  served as Vice
President of Marketing at Banana Republic/The Gap, where he managed company-wide
marketing, as well as the initial international expansion of Banana Republic. He
was also  general  manager  for  Banana  Republic's  highly  profitable  catalog
division.   He  also  served  as  Vice  President  of  Marketing  and  Corporate
Development at Saga  Corporation,  a multi-billion  dollar food service company.
Mr. Nelson  received his MBA from Brigham Young  University,  where he graduated
summa cum laude and was named the Outstanding Master of Business  Administration
Graduate.

         Mr. Nelson's qualifications:

         o        Leadership  experience - Chief executive officer since October
                  2010,  and  previously  general  partner at Peterson  Partners
                  (2007-2009)    and    at    Millennial     Capital    Partners
                  (1991-2010--previously  known as Invest West Capital).  He has
                  also served as the chief  executive  officer of Euro-Tek Store
                  Fixture, LLC and Panelview Inc.
         o        Industry  experience  - Mr.  Nelson  has  worked  in the solar
                  industry since October 2010.
         o        Education  experience  - Mr.  Nelson  received  his  MBA  from
                  Brigham Young  University,  where he graduated summa cum laude
                  and   was   named   the   Outstanding   Master   of   Business
                  Administration Graduate.

         MARK J.  RICHARDSON  has been a director of Solar3D since October 2008.
Mr. Richardson has been a business lawyer since he graduated from the University
of Michigan Law School in 1978.  He  practiced  as an  associate  and partner in
large law firms until 1993,  when he established his own practice under the name
Richardson  &  Associates.  He has been the  principal  securities  counsel on a
variety of equity and debt placements for corporations,  partnerships,  and real
estate companies.  His practice includes public and private  offerings,  venture
capital  placements,  debt  restructuring,  compliance  with  federal  and state
securities laws,  representation of publicly traded  companies,  Nadsaq filings,
corporate law, partnerships,  joint ventures,  mergers, asset acquisitions,  and
stock purchase agreements. As a partner in a major international law firm in the
1980's, Mr. Richardson participated in the leveraged buyout and recapitalization
of a well known  producer  of animated  programming  for  children,  financed by
Prudential  Insurance  and  Bear  Stearns,  Inc.  He was  also  instrumental  in
restructuring  the public  debentures of a real estate company without resorting
to a bankruptcy proceeding.  From 1986 to 1993 Mr. Richardson was a contributing
author to State Limited Partnerships Laws - California Practice Guide,  Prentice
Hall Law and Business. Prior to receiving his juris doctor degree cum laude from
the  University  of  Michigan  Law  School in 1978,  Mr.  Richardson  received a
bachelor  of  science  degree  summa cum laude in  Resource  Economics  from the
University of Michigan School of Natural  Resources in 1975, where he earned the
Bankstrom Prize for academic  excellence and achieved Phi Beta Kappa honors. Mr.
Richardson is an active member of the Los Angeles  County and  California  State
Bar  Associations,  including the Section on Corporations,  Business and Finance
and the Section on Real Estate.  Richardson &  Associates  is outside  corporate
legal counsel for Solar3D and certain of our affiliates.

                                      -31-
<PAGE>

         Mr. Richardson's qualifications:

         o        Leadership experience - Established his own law practice under
                  the name Richardson & Associates in 1993.
         o        Industry  experience  -  Mr.  Richardson's  practice  includes
                  public and private offerings, venture capital placements, debt
                  restructuring,  compliance  with federal and state  securities
                  laws,  representation  of publicly  traded  companies,  Nasdaq
                  filings, corporate law, partnerships, joint ventures, mergers,
                  asset acquisitions, and stock purchase agreements.
         o        Education  experience  - Mr.  Richardson  received  his  juris
                  doctor  degree cum laude from the  University  of Michigan Law
                  School in 1978 and a  bachelor  of  science  degree  summa cum
                  laude in Resource  Economics  from the  University of Michigan
                  School of  Natural  Resources  in 1975,  where he  earned  the
                  Bankstrom Prize for academic  excellence and achieved Phi Beta
                  Kappa honors.

         No officer or  director  is  required  to make any  specific  amount or
percentage of his business time available to us. Each of our officers intends to
devote  such  amount of his or her time to our  affairs as is required or deemed
appropriate by us.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Under   Delaware   General   Corporation   Law  and  our   articles  of
incorporation,  our  directors  will  have no  personal  liability  to us or our
stockholders  for  monetary  damages  incurred  as the  result of the  breach or
alleged  breach by a director  of his "duty of care."  This  provision  does not
apply  to  the  directors'  (i)  acts  or  omissions  that  involve  intentional
misconduct  or a knowing and culpable  violation of law,  (ii) acts or omissions
that a director believes to be contrary to the best interests of the corporation
or our shareholders or that involve the absence of good faith on the part of the
director,  (iii) approval of any  transaction  from which a director  derives an
improper personal benefit, (iv) acts or omissions that show a reckless disregard
for the director's duty to the corporation or our  shareholders in circumstances
in which the  director  was aware,  or should have been aware,  in the  ordinary
course of  performing a director's  duties,  of a risk of serious  injury to the
corporation  or our  shareholders,  (v) acts or omissions  that  constituted  an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the  corporation  or our  shareholders,  or (vi) approval of an unlawful
dividend,  distribution,  stock  repurchase or redemption.  This provision would
generally  absolve  directors  of  personal  liability  for  negligence  in  the
performance of duties, including gross negligence.

         The effect of this  provision  in our articles of  incorporation  is to
eliminate  the rights of Solar3D  and our  stockholders  (through  stockholder's
derivative  suits on behalf of Solar3D) to recover  monetary  damages  against a
director  for  breach of his  fiduciary  duty of care as a  director  (including
breaches  resulting from negligent or grossly negligent  behavior) except in the
situations  described in clauses (i) through (vi) above. This provision does not
limit  nor  eliminate  the  rights  of  Solar3D  or  any   stockholder  to  seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care. In addition, our Articles of Incorporation provide
that  if  Delaware  law is  amended  to  authorize  the  future  elimination  or
limitation of the  liability of a director,  then the liability of the directors
will be  eliminated  or limited to the fullest  extent  permitted by the law, as
amended.  Delaware  General  Corporation  Law grants  corporations  the right to
indemnify  their  directors,  officers,  employees and agents in accordance with
applicable  law. Our bylaws provide for  indemnification  of such persons to the
full extent  allowable under applicable law. These provisions will not alter the
liability of the directors under federal securities laws.

         We intend to enter into  agreements  to  indemnify  our  directors  and
officers,  in addition to the indemnification  provided for in our bylaws. These
agreements, among other things, indemnify our directors and officers for certain
expenses (including attorneys' fees),  judgments,  fines, and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of Solar3D,  arising out of such person's services as a director
or officer  of  Solar3D,  any  subsidiary  of  Solar3D  or any other  company or
enterprise to which the person provides  services at the request of Solar3D.  We
believe that these provisions and agreements are necessary to attract and retain
qualified directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers or persons  controlling  Solar3D
pursuant to the  foregoing  provisions,  Solar3D has been  informed  that in the

                                      -32-
<PAGE>

opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.

BOARD COMMITTEES

         Our board of directors  has appointed an audit  committee.  As of March
15, 2011, the sole member of the audit committee is Roland F. Bryan, who may not
be  considered  to be  independent  as defined in Rule 4200 of Nasdaq's  listing
standards.  The board of  directors  has adopted a written  charter of the audit
committee.  The audit  committee  is  authorized  by the board of  directors  to
review, with our independent accountants,  our annual financial statements prior
to  publication,  and to review  the work of,  and  approve  non-audit  services
performed by, such independent accountants. The audit committee will make annual
recommendations   to  the  board  for  the  appointment  of  independent  public
accountants  for the  ensuing  year.  The audit  committee  will also review the
effectiveness  of the financial and accounting  functions and our  organization,
operations and  management.  The audit committee was formed on February 8, 2005.
The audit committee held one meeting during fiscal year ended December 31, 2010.

         Our board of directors  does not have a  compensation  committee so all
decisions with respect to management  compensation  are made by the whole board.
Our board of directors  does not have a  nominating  committee.  Therefore,  the
selection  of  persons  or  election  to the  board  of  directors  was  neither
independently made nor negotiated at arm's length.

REPORT OF THE AUDIT COMMITTEE

         Our audit  committee has reviewed and  discussed our audited  financial
statements for the fiscal year ended  December 31, 2010 with senior  management.
The audit  committee has also discussed  with HJ Associates & Consultants,  LLP,
Certified Public Accountants,  our independent auditors, the matters required to
be discussed by the statement on Auditing  Standards No. 61 (Communication  with
Audit  Committees)  and received the written  disclosures and the letter from HJ
required by Independence Standards Board Standard No. 1 (Independence Discussion
with  Audit  Committees).   The  audit  committee  has  discussed  with  HJ  the
independence  of HJ  as  our  auditors.  Finally,  in  considering  whether  the
independent  auditors  provision of non-audit  services to us is compatible with
the auditors'  independence  for HJ, our audit  committee has recommended to the
board of  directors  that our audited  financial  statements  be included in our
Annual  Report on Form 10-K for the fiscal  year  ended  December  31,  2010 for
filing with the United  States  Securities  and Exchange  Commission.  Our audit
committee did not submit a formal report regarding its findings.

                                 AUDIT COMMITTEE

                                 ROLAND F. BRYAN

         Notwithstanding  anything  to  the  contrary  set  forth  in any of our
previous or future  filings under the United States  Securities  Act of 1933, as
amended,  or the  Securities  Exchange  Act of  1934,  as  amended,  that  might
incorporate  this report in future  filings  with the  Securities  and  Exchange
Commission,  in whole or in part, the foregoing report shall not be deemed to be
incorporated by reference into any such filing.

CODE OF CONDUCT

         We have adopted a code of conduct that applies to all of our directors,
officers  and  employees.  The text of the code of  conduct  has been  posted on
Solar3D's internet website and can be viewed at  www.Solar3D.com.  Any waiver of
the  provisions of the code of conduct for executive  officers and directors may
be made only by the audit  committee and, in the case of a waiver for members of
the  audit  committee,  by the  board of  directors.  Any such  waivers  will be
promptly disclosed to our shareholders.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

         Section 16(a) of the Exchange Act requires our officers and  directors,
and certain  persons who own more than 10% of a  registered  class of our equity
securities (collectively, "Reporting Persons"), to file reports of ownership and
changes in ownership  ("Section 16 Reports")  with the  Securities  and Exchange

                                      -33-
<PAGE>

Commission.  Reporting Persons are required by the SEC to furnish us with copies
of all Section 16 Reports they file.

         Based  solely on our  review of the  copies of such  Section 16 Reports
received  by us, or written  representations  received  from  certain  Reporting
Persons,  all Section  16(a) filing  requirements  applicable  to our  Reporting
Persons  during and with respect to the fiscal year ended December 31, 2010 have
been complied with on a timely basis.

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

COMPENSATION DISCUSSION AND ANALYSIS

         The  following  Compensation  Discussion  and  Analysis  describes  the
material elements of compensation for our executive  officers  identified in the
Summary Compensation Table ("Named Executive Officers"),  and executive officers
that we may hire in the  future.  As more fully  described  below,  our board of
directors makes all decisions for the total direct compensation of our executive
officers,  including the Named Executive Officers. We do not have a compensation
committee,  so all decisions with respect to management compensation are made by
the whole board.

COMPENSATION PROGRAM OBJECTIVES AND REWARDS

         Our  compensation  philosophy  is based on the  premise of  attracting,
retaining,  and  motivating  exceptional  leaders,  setting high goals,  working
toward the common  objectives  of meeting  the  expectations  of  customers  and
stockholders, and rewarding outstanding performance.  Following this philosophy,
in determining executive compensation, we consider all relevant factors, such as
the  competition  for  talent,  our desire to link pay with  performance  in the
future,  the use of  equity  to  align  executive  interests  with  those of our
stockholders,  individual  contributions,  teamwork  and  performance,  and each
executive's total compensation package. We strive to accomplish these objectives
by compensating all executives with total compensation  packages consisting of a
combination of competitive base salary and incentive compensation.

         While we have  only  hired one  additional  executive  since  inception
because our business has not grown  sufficiently to justify additional hires, we
expect to grow and hire in the future.  One of our Named Executive  Officers has
been with us for many years and his  compensation  has  basically  been  static,
based  primarily  on the  level at which we can  afford  to  retain  him and his
responsibilities  and individual  contributions.  To date, we have not applied a
formal  compensation   program  to  determine  the  compensation  of  the  Named
Executives  Officers.  In the future, as we and our management team expand,  our
board of  directors  expects to add  independent  members,  form a  compensation
committee  comprised  of  independent  directors,  and  apply  the  compensation
philosophy and policies described in this section of the 10K.

         The primary purpose of the compensation and benefits described below is
to attract,  retain,  and motivate highly talented  individuals when we do hire,
who will  engage in the  behaviors  necessary  to enable  us to  succeed  in our
mission  while  upholding  our  values  in  a  highly  competitive  marketplace.
Different elements are designed to engender different behaviors,  and the actual
incentive  amounts  which may be  awarded to each Named  Executive  Officer  are
subject to the annual review of the board of directors. The following is a brief
description of the key elements of our planned executive compensation structure.

         o        Base salary and  benefits  are  designed to attract and retain
                  employees over time.
         o        Incentive  compensation awards are designed to focus employees
                  on the business objectives for a particular year.
         o        Equity incentive awards,  such as stock options and non-vested
                  stock,  focus executives'  efforts on the behaviors within the
                  recipients'  control  that they believe are designed to ensure
                  our  long-term  success as reflected in increases to our stock
                  prices  over  a  period  of  several  years,   growth  in  our
                  profitability and other elements.
         o        Severance   and  change  in  control  plans  are  designed  to
                  facilitate   a   company's   ability  to  attract  and  retain
                  executives   as  we  compete  for  talented   employees  in  a
                  marketplace  where such protections are commonly  offered.  We
                  currently  have not given  separation  benefits  to any of our
                  Name Executive Officers.

                                      -34-
<PAGE>

BENCHMARKING

         We have not yet adopted  benchmarking but may do so in the future. When
making compensation  decisions,  our board of directors may compare each element
of compensation  paid to our Named Executive  Officers  against a report showing
comparable  compensation metrics from a group that includes both publicly-traded
and  privately-held  companies.  Our board  believes  that while such peer group
benchmarks are a point of reference for measurement,  they are not necessarily a
determining factor in setting executive compensation as each executive officer's
compensation  relative to the benchmark varies based on scope of  responsibility
and time in the position.  We have not yet formally  established  our peer group
for this purpose.

THE ELEMENTS OF SOLAR3D'S COMPENSATION PROGRAM

BASE SALARY

         Executive officer base salaries are based on job  responsibilities  and
individual  contribution.  The board  reviews the base salaries of our executive
officers,  including our Named Executive  Officers,  considering factors such as
corporate  progress  toward  achieving  objectives  (without  reference  to  any
specific  performance-related targets) and individual performance experience and
expertise.  None of our Named Executive Officers have employment agreements with
us.  Additional  factors  reviewed  by the  board of  directors  in  determining
appropriate base salary levels and raises include  subjective factors related to
corporate and individual performance.  For the year ended December 31, 2010, all
executive officer base salary decisions were approved by the board of directors.

         Our board of directors determines base salaries for the Named Executive
Officers at the beginning of each fiscal year,  and the board  proposes new base
salary  amounts,   if  appropriate,   based  on  its  evaluation  of  individual
performance and expected future contributions. We do not have a 401(k) Plan, but
if we  adopt  one in the  future,  base  salary  would be the  only  element  of
compensation  that  would be used in  determining  the  amount of  contributions
permitted under the 401(k) Plan.

INCENTIVE COMPENSATION AWARDS

         The  Named  Executives  have not been  paid  bonuses  and our  board of
directors  has  not  yet  established  a  formal  compensation  policy  for  the
determination of bonuses. If our revenue grows and bonuses become affordable and
justifiable,  we  expect  to use the  following  parameters  in  justifying  and
quantifying  bonuses  for our Named  Executive  Officers  and other  officers of
Solar3D:  (1) the growth in our revenue,  (2) the growth in our earnings  before
interest, taxes, depreciation and amortization,  as adjusted ("EBITDA"), and (3)
our stock price. The board has not adopted specific performance goals and target
bonus amounts for any of our fiscal years, but may do so in the future.

EQUITY INCENTIVE AWARDS

         Effective  February  15,  2002,  our  board of  directors  adopted  the
MachineTalker,  Inc. 2002 Stock Option Plan for Directors,  Officers,  Employees
and Key  Consultants  (the "Plan") under which a total of 160,000  shares of our
common  stock (on a post  reverse  stock-split  basis)  have been  reserved  for
issuance pursuant to the grant and exercise of up to 160,000 stock options (on a
post reverse  stock-split  basis).  The Plan has been approved by the holders of
our  outstanding  shares.  We believe  that stock  option  awards  motivate  our
employees to work to improve our business and stock price  performance,  thereby
further linking the interests of our senior management and our stockholders. The
board considers several factors in determining  whether awards are granted to an
executive  officer,  including  those  previously  described,  as  well  as  the
executive's  position,  his or her  performance  and  responsibilities,  and the
amount of options,  if any,  currently  held by the  officer  and their  vesting
schedule.   Our  policy   prohibits   backdating   options  or   granting   them
retroactively.

BENEFITS AND PREREQUISITES

         At  this  stage  of  our  business  we  have  limited  benefits  and no
prerequisites  for our  employees  other  than  health  insurance  and  vacation
benefits that are  generally  comparable to those offered by other small private
and public  companies or as may be required by applicable state employment laws.
We do not  have a  401(k)  Plan or any  other  retirement  plan  for  our  Named

                                      -35-
<PAGE>

Executive  Officers.  We may adopt these plans and confer other fringe  benefits
for our executive  officers in the future if our business grows  sufficiently to
enable us to afford them.

SEPARATION AND CHANGE IN CONTROL ARRANGEMENTS

         We do not have any  employment  agreements  with  our  Named  Executive
Officers or any other executive officer or employee of Solar3D. None of them are
eligible for specific  benefits or payments if their  employment  or  engagement
terminates in a separation or if there is a change of control.

EXECUTIVE OFFICER COMPENSATION

         The following table sets forth the total compensation paid in all forms
to the executive officers and directors of Solar3D during the periods indicated:
<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE
---------------------- ------- ------------ -------- ---------- --------------- ---------------- ------------- ----------
                                                                  Non-Equity     Non-Qualified
Name and                                                          Incentive        Deferred
Principal Position                                   Option          Plan        Compensation     All Other
(1)                    Year      Salary      Bonus    Awards     Compensation      Earnings      Compensation    Total
---------------------- ------- ------------ -------- ---------- --------------- ---------------- ------------- ----------
<S>                    <C>     <C>          <C>      <C>        <C>             <C>              <C>           <C>
James B. Nelson,       2009            $0         0          0            0                0               0           $0
Chief Executive        2010       $50,000 (1)     0   $208,005            0                0               0     $258,005
Officer

Roland F. Bryan,       2009      $120,000 (2)     0          0            0                0               0     $120,000
President and Chief    2010      $ 90,000 (2)     0          0            0                0               0      $90,000
Financial Officer

Officers as a Group    2009      $120,000         0          0            0                0               0     $120,000
                       2010      $140,000         0   $208,005            0                0               0     $348,005
</TABLE>
---------------------------
         (1)      Based on an annual salary of $200,000 per year.

         (2)      Mr. Bryan deferred and accrued the entire amount of his salary
                  in 2009 and $54,000 of his salary in 2010.  Effective  July 1,
                  2010, Mr.  Bryan's  annual salary  decreased from $120,000 per
                  year to $60,000 per year.

EMPLOYMENT AGREEMENTS

         We have not entered into any employment  agreements  with our executive
officers  to date.  We may enter  into  employment  agreements  with them in the
future.

OUTSTANDING EQUITY AWARDS

         The following table sets forth  information with respect to unexercised
stock options,  stock that has not vested, and equity incentive plan awards held
by our executive officers at December 31, 2010.
<TABLE>
<CAPTION>
                                            OPTION AWARDS

--------------------------------------------------------------------------------------------------------------
                          Number of Securities     Number of Securities
                         Underlying Unexercised  Underlying Unexercised
                                Options                  Options             Option       Option Expiration
         Name                 Exercisable             Unexercisable      Exercise Price          Date
--------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                     <C>              <C>
James B. Nelson,              2,083,335(1)             12,916,665             $0.05         July 22, 2017
Chief Executive Officer
--------------------------------------------------------------------------------------------------------------
</TABLE>
--------------------
         (1)      On July 22,  2010,  Mr.  Nelson  received  nonqualified  stock
                  options to purchase  15,000,000  shares of our common stock at
                  an exercise  price of $0.05 per share  exercisable  until July
                  22, 2017 in consideration  for his services to us. These stock
                  options vest 1/36th per month,  commencing on August 21, 2010,
                  on a monthly basis for as long as Mr. Nelson is an employee or
                  consultant of Solar3D.

                                      -36-
<PAGE>

OPTION EXERCISES AND STOCK VESTED

         None of our executive  officers exercised any stock options or acquired
stock through  vesting of an equity award during the fiscal year ended  December
31, 2010.

DIRECTOR COMPENSATION

         No compensation was paid to our directors and no stock or option awards
for directors were outstanding on December 31, 2010.

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

         The following table sets forth the names of our executive  officers and
directors  and all  persons  known by us to  beneficially  own 5% or more of the
issued and  outstanding  common stock of Solar3D at March 15,  2011.  Beneficial
ownership is  determined  in  accordance  with the rules of the  Securities  and
Exchange  Commission.  In computing the number of shares beneficially owned by a
person and the  percentage  of ownership of that person,  shares of common stock
subject to options held by that person that are currently  exercisable or become
exercisable within 60 days of March 15, 2011 are deemed outstanding even if they
have  not  actually  been  exercised.  Those  shares,  however,  are not  deemed
outstanding  for the purpose of computing the percentage  ownership of any other
person.  The  percentage   ownership  of  each  beneficial  owner  is  based  on
104,416,495  outstanding  shares of common  stock.  Except as  otherwise  listed
below, the address of each person is c/o Solar3D,  Inc., 6500 Hollister  Avenue,
Suite 130, Goleta,  California  93117.  Except as indicated,  each person listed
below has sole voting and investment  power with respect to the shares set forth
opposite such person's name as of March 15, 2011.

NAME, TITLE, AND ADDRESS OF STOCKHOLDER    NUMBER OF SHARES         PERCENTAGE
                                           BENEFICIALLY OWNED (1)    OWNERSHIP
----------------------------------------- ----------------------- -------------
Roland F. Bryan, President, Chief             15,722,495(2)             15.03%
Financial Officer, and Chairman

James B. Nelson, Chief Executive               3,750,000(3)              3.47%
Officer and Director

Mark J. Richardson, Director                   2,304,000                 2.20%
1453 Third Street Promenade, Suite 315
Santa Monica, California 90401

All Current Executive Officers as a           21,776,495                20.09%
   Group (Three Persons)

Cumorah Capital, Inc.                         26,695,950                25.79%

Pearl Innovations, LLC                        23,565,950                22.77%
-------------------------------
         (1)      Except as pursuant to applicable  community property laws, the
                  persons  named in the table have sole  voting  and  investment
                  power with respect to all shares of common stock  beneficially
                  owned.  The total number of issued and outstanding  shares and
                  the  total  number  of shares  owned by each  person  does not
                  include  unexercised   warrants  and  stock  options,  and  is
                  calculated as of March 15, 2011.

         (2)      Includes  940,000 shares owned by the Bryan Family Trust.  Mr.
                  Bryan  holds an option to  purchase  216,000  shares  from two
                  existing shareholders at $2.50 per share, after accounting for
                  reverse stock splits.

         (3)      Includes  3,750,000 shares which may be purchased  pursuant to
                  stock options that are exercisable within 60 days of March 15,
                  2011.

                                      -37-
<PAGE>

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

         As of March 15, 2011, our sole member of the audit  committee is Roland
F. Bryan, who may not be considered to be independent as defined in Rule 4200 of
the National Association of Securities Dealers' listing standards.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
-----------------------------------------------

         HJ Associates & Consultants,  LLP,  Certified Public Accountants is our
principal auditing  accountant firm. HJ has provided other non-audit services to
us. The audit  committee  approved the engagement of HJ before HJ rendered audit
and non-audit services to us.

         Each year the  independent  auditor's  retention to audit our financial
statements,  including the  associated  fee, is approved by the Board before the
filing of the previous year's Annual Report on Form 10-K.

HJ FEES

                                              2010         2009
                                        ----------------------------

        Audit Fees(1)                        $23,500    $27,500(1)
        Audit Related Fees                        -0-        -0-
        Tax Fees(2)                              751      1,618(2)
        All Other Fees                            -0-        -0-
                                        ----------------------------
                                             $24,251    $29,118
                                        ============================
-------------------------------
         (1)      Audit  fees  consist  of fees for the  audit of our  financial
                  statements and review of the financial  statements included in
                  our quarterly reports.

         (2)      Tax fees  consist  of fees  for the  preparation  of  original
                  federal   and  state   income   tax   returns   and  fees  for
                  miscellaneous tax consulting services.


PRE-APPROVAL  POLICIES  AND  PROCEDURES  OF  AUDIT  AND  NON-AUDIT  SERVICES  OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         The  audit  committee's  policy  is to  pre-approve,  typically  at the
beginning of our fiscal year,  all audit and non-audit  services,  other than de
minimis non-audit services,  to be provided by an independent  registered public
accounting  firm.  These  services may include,  among others,  audit  services,
audit-related  services,  tax services and other  services and such services are
generally  subject to a  specific  budget.  The  independent  registered  public
accounting firm and management are required to  periodically  report to the full
board of directors  regarding the extent of services provided by the independent
registered public accounting firm in accordance with this pre-approval,  and the
fees for the services  performed  to date.  As part of the board's  review,  the
board  will  evaluate  other  known  potential  engagements  of the  independent
auditor,  including  the scope of work proposed to be performed and the proposed
fees,  and  approve or reject each  service,  taking  into  account  whether the
services are  permissible  under  applicable law and the possible impact of each
non-audit service on the independent auditor's independence from management.  At
audit  committee  meetings  throughout  the year, the auditor and management may
present  subsequent  services for approval.  Typically,  these would be services
such as due diligence for an acquisition,  that would not have been known at the
beginning of the year.

         The audit committee has considered the provision of non-audit  services
provided by our independent  registered  public accounting firm to be compatible
with  maintaining  their  independence.  The audit  committee  will  continue to
approve all audit and permissible non-audit services provided by our independent
registered public accounting firm.


                                      -38-
<PAGE>

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
------------------------------------------------
<TABLE>
<CAPTION>

EXHIBITS

<S>             <C>
Exhibit No.     Description
-----------     -------------------------------------------------------------------------------------------------------------------
   3.1          Certificate of Incorporation (1)
   3.2          Amendments to Certificate of Incorporation (1)
   3.3          Amendment to Certificate of Incorporation (7)
   3.4          Bylaws (1)
   4.1          Specimen Certificate for Common Stock (1)
   4.2          2002 Stock Option Plan (1)
   4.3          Form of Incentive Stock Option Agreement (1)
   4.4          Form of Non Qualified Stock Option Agreement (1)
   4.5          Form of Lock-Up  Agreement  entered into by us with Wings Fund, Inc., Roland F. Bryan, Mark
                J. Richardson, and Chris Outwater, dated as of May 2, 2009 (6)
   4.6          Stock Option Agreement with James B. Nelson (8)
   10.1         Lease Agreement by and between MachineTalker, Inc. and SecureCoin, Inc., dated August 20, 2003 (1)
   10.2         Agreement No. CA-00062 by and between MachineTalker, Inc. and Kellogg, Brown & Root Services, Inc., dated
                December 20, 2004 (2)
   10.3         Agreement by and between MachineTalker, Inc. and Science Applications International Corporation, dated
                July 1, 2004 (1)
   10.4         Acquisition Agreement for Wideband Detection Technologies, Inc. dated July 20, 2007 (4)
   10.5         Acquisition Agreement for Micro Wireless Technologies, Inc. dated December 28, 2007 (5)
   10.6         Stock Purchase Agreement with Wings Fund, Inc., a Nevada corporation, and Pearl Innovations, LLC, a Nevada limited
                liability company, dated as of May 5, 2009 (6)
   14.1         Code of Conduct (3)
   31.1         Section 302 Certification of Principal Executive Officer
   31.1         Section 302 Certification of Principal Accounting Officer
   32.1         Section 906 Certification of Principal Executive Officer
   32.2         Section 906 Certification of Principal Accounting Officer
</TABLE>
---------------
         (1)      Incorporated  by  reference  to  the  Form  SB-2  Registration
                  Statement  filed with the Securities  and Exchange  Commission
                  dated August 1, 2005.

         (2)      Incorporated  by reference to Amendment No. 4 to the Form SB-2
                  Registration  Statement filed with the Securities and Exchange
                  Commission dated November 2, 2005.

         (3)      Incorporated  by  reference  to the Form 10-KSB filed with the
                  Securities and Exchange Commission dated April 14, 2007.

         (4)      Incorporated  by  reference  to the  Form 8K  filed  with  the
                  Securities and Exchange Commission dated July 20, 2007.

         (5)      Incorporated  by  reference  to the  Form 8K  filed  with  the
                  Securities and Exchange Commission dated January 3, 2008.

         (6)      Incorporated  by  reference  to the  Form 8K  filed  with  the
                  Securities and Exchange Commission dated May 13, 2009.

         (7)      Incorporated  by  reference  to the  Form 10K  filed  with the
                  Securities and Exchange Commission dated July 15, 2009.

         (8)      Incorporated  by  reference  to the  Form 10K  filed  with the
                  Securities and Exchange Commission dated October 4, 2010.

                                      -39-
<PAGE>

                                   SIGNATURES


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

Dated: March 31, 2011            SOLAR3D, INC.


                                 By: /s/ James B. Nelson
                                     ------------------------------------------
                                     James B. Nelson, Chief Executive
                                     Officer (Principal Executive Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



By: /s/ James B. Nelson                                    Dated: March 31, 2011
    ------------------------------------------------------
    James B. Nelson, Director and Chief Executive Officer
    (Principal Executive Officer)


By: /s/ Roland F. Bryan                                    Dated: March 31, 2011
    ------------------------------------------------------
    Roland F. Bryan, Chairman of the Board, President, and
    Chief Financial Officer (Principal Accounting Officer)


By: /s/ Mark J. Richardson                                 Dated: March 31, 2011
    ------------------------------------------------------
    Mark J. Richardson, Director






















                                      -40-