Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED APRIL 30 , 201 3

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

For the transition period from _______ to ________

COMMISSION FILE NUMBER 000-54837

Solar Energy Initiatives, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	3674	20-5241121
(State or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1800 NW Corporate Boulevard, Suite 201

Boca Raton, FL 33431

(Address of principal executive offices including zip code)

( 321 ) 452-9091

Registrant ’ s telephone number, including area code:

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 a check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files Yes [X] No [ ]

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

State the number of shares outstanding of each of the issuer ’ s classes of common equity, as of the latest practicable date: A s of June 13 , 2013 , the Company had 364,241,808 shares of its common stock, par value per share $0.001, issued and outstanding.

SOLAR ENERGY INITIATIVES, INC.

Form 10-Q for the Quarter Ended April 30 , 2013

TABLE OF CONTENTS


PART I		FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)			2
	Condensed Balance Sheets – As of April 30, 2013 (Unaudited) and July 31, 2012 Condensed Statements of Operations for the three and nine months ended April 30, 2013 and 2012 Condensed Statements of Cash Flows for the nine months ended April 30, 2013 and 2012 Notes to the Condensed Financial Statements (Unaudited)
ITEM 2.	MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS			16

ITEM 3.	QUANTITATIVE AND QUALITITATIVE DISCLOSURES ABOUT MARKET RISKS			19

ITEM 4.	CONTROLS AND PROCEDURES			20

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS			20

ITEM 1A	RISK FACTORS			20

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			20

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES			20

ITEM 4.	RESERVED			20

ITEM 5.	OTHER INFORMATION			21

ITEM 6.	EXHIBITS			21

	SIGNATURES			21

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward looking statements that involve risks and uncertainties, principally in the section entitled “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operation. ” All statements other than statements of historical fact contained in this Form 10-Q, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “ anticipates, ” “ believes, ” “ can, ” “ continue, ” “ could, ” “ estimates, ” “ expects, ” “ intends, ” “ may, ” “ plans, ” “ potential, ” “ predicts, ” “ should, ” or “ will ” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “ Risk Factors ” or elsewhere in this Quarterly Report on Form 10-Q, which may cause our or our industry ’ s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed below and those discussed in other documents we file with the United States Securities and Exchange Commission that are incorporated into this Quarterly Report on Form 10-Q by reference. The following discussion should be read in conjunction with our annual report on Form 10-K and our quarterly reports on Form 10-Q incorporated into this Quarterly Report on Form 10-Q by reference, and the financial statements and notes thereto included in our annual and quarterly reports. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Quarterly Report on Form 10-Q. Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “ Risk Factors ” in our annual report on Form 10-K and elsewhere in this Quarterly Report on Form 10-Q could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform our statements to actual results or changed expectations.

In this Quarterly Report on Form 10-Q, references to “ we, ” “ our, ” “ us, ” “ Solar Energy Initiatives, Inc. ” ., “ SNRY ” , “ The Company ” or the “ Company ” refer to Solar Energy Initiatives, Inc., a Delaware corporation.

The following information should be read in conjunction with the condensed Financial Statements and the accompanying Notes to condensed Financial Statements included in this Report on Form 10-Q. Our fiscal year ends on July 31 of the applicable calendar year. All references to fiscal periods apply to our fiscal quarters or year which ends on the last day of the calendar month end.

PART I – FINANCIAL INFORMATION

ITEM 1- FINANCIAL STATEMENTS

SOLAR ENERGY INITIATIVES, INC.

CONDENSED BALANCE SHEETS


			April 30, 2013	July 31, 2012
		Assets	(unaudited)
Current Assets
	Cash		$ 12,423	$ 146
	Inventory		-	2,692
	Other assets		5,433	-
Total Current Assets			17,856	2,838
Other Assets
	Fixed assets, net		-	138
Total Other Assets			-	138
Total Assets			$ 17,856	$ 2,976
		Liabilities & Stockholders' (Deficit)
Current Liabilities
	Accounts payable		1,048,698	985,421
	Contingent reserve		892,000	892,000
	Derivative liability		154,258	-
	Accrued expenses		107,030	136,295
	Convertible debentures, net of debt discount of $83,600 and $68,427		201,175	120,073
Total Current Liabilities			2,403,163	2,133,789
Total Liabilities			2,403,163	2,133,789
Stockholder's (Deficit)
	Preferred stock, $0.001 par value, 10,000,000 shares authorized, none outstanding		-	-
	Common Stock, $0.001 par value, 750,000,000 shares authorized
	364,241,808 and 26,500,337 shares issued and outstanding		364,242	26,500
	Additional paid in capital		15,026,315	15,087,859
	Deferred compensation		(6,874)	(60,066)
	Deficit accumulated during the development stage		(17,768,990)	(17,185,106)
Total Stockholders ’ (Deficit)			(2,385,307)	(2,130,813)
Total Liabilities and Stockholders' (Deficit)			$ 17,856	$ 2,976

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

SOLAR ENERGY INITIATIVES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		For the Three Months Ended		For the Nine Months Ended
		April 30,		April 30,
		2013	2012	2013	2012
Revenues		$ -	$ -	$ -	$ -


Operating expenses
	Selling, general and administrative	166,294	109,768	335,581	345,279
Total Expenses		166,294	109,768	335,581	345,279
Net loss before other income (expense)		(166,294)	(109,768)	(335,581)	(345,279)
Other income (expense)		-	-	62,607	-
Interest expense		(67,621)	(24,992)	(156,652)	(27,937)
Gain(loss) on change in fair value of derivatives		150,618	-	150,618
Gain(loss) on settlement of derivatives		(304,876)	-	(304,876)	(68,067)
Net loss before income taxes		(388,173)	(134,760)	(583,884)	(441,283)
Income tax expense		-	-	-	-
Net Loss		$ 388,173	$ (134,760)	$ (583,884)	$ (441,283)
Net loss per share - basic and diluted		$ (0.02)	$ (0.02)	$ (0.01)	$ (0.08)
Weighted average number of shares outstanding during the period - basic and diluted		22,167,965	5,734,099	82,488,964	5,734,099

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

SOLAR ENERGY INITIATIVES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended April 30
	2013	2012
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net Loss	$ (583,884)	$ (441,283)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation	138	15,895
Change in derivative liability	154,258	-
Amortization discount on note payable	142,286	85,012
Amortization of deferred compensation	53,792	-
Stock based compensation	14,950	148,720
Inventory	2,692	-
Prepaid expenses and other current assets	(5,433)	3,781
Accounts payable	63,278	14,484
Accrued expenses	(25,800)	119,190
Net Cash Used in Operating Activities	(183,723)	(54,201)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable	196,000	45,500
Net Cash Provided by Financing Activities	196,000	45,500
Net Increase (decrease) in Cash	12,277	(8,701)
Cash and cash equivalents, beginning of period	146	8,703
Cash and cash equivalents, end of period	$ 12,423	$ 2
SUPPLEMENTARY CASH FLOW INFORMATION
Cash paid during the year/period for:
Income Taxes	$ -	$ -
Interest	$ -	$ 1,690
SUPPLEMENTARY CASH FLOW INFORMATION
Stock issued for deferred compensation	$ 1,800	$ -
Discounts from warrants and beneficial conversion feature	$ 160,890	$ 88,093
Stock issued for accounts payable and accrued expenses	$ 3,465	$ 68,500
Stock issued for conversion of notes payable and convertible debt	$ 99,758	$ 10,500
Cancellation of shares previously issued for compensation	$ 7,126	$ 140,000

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

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 1 – Nature of Operations

Solar Energy Initiatives, Inc. was formed on June 20, 2006 and is a Delaware corporation. On August 20, 2008, Solar Energy, Inc., a Florida corporation, was formed as a wholly owned subsidiary of Solar Energy Initiatives, Inc. to operate acquired solar assets, which includes the World Wide Web domain name www.solarenergy-us.com , and the relationship management of an independent solar equipment dealer network. In March 2010, Solar Energy Initiatives, Inc. formed SNRY Power, Inc. During the quarter ended January 31, 2013, the Company closed all of its subsidiaries, which all were dormant, and has undertaken a review of its on-going operating activities in the solar energy markets. The Company has determined to continue its solar energy activities, but has also determined that expansion of its business plan to other areas is warranted due to containing issues in the solar markets

The Company has also pursued plans to acquire the assets of an entertainment consulting firm and a restaurant management company. The company has not yet signed a definitive agreement and the close of the acquisition would be contingent upon the Company raising funds sufficient to pay the purchase price and to support the operations of the company. The Company is intending to restructure its debt and attempt to negotiate settlements on all of its debt holders and seek additional capital. There is no guarantee that we will be able to close the acquisition or the restructuring of the debt.

In this Report, Solar Energy Initiatives, Inc. may be individually hereafter referred to as the “ Company ” , “ Solar Energy ” , “ we ” , or “ us ” . Solar Energy, Inc., Solar Energy, Inc and Solar Power, Inc. are no longer included in this report as they are now inactive.

Business Description

Solar Energy Initiatives, Inc. (OTCBB: SNRY), is a diversified provider of solar solutions focused on large-scale projects.

Solar Energy Initiatives, Inc. (the “ Company ” ) was formed on June 20, 2006 and is a Delaware Corporation. On August 20, 2008, Solar Energy, Inc., a Florida corporation, was formed as a wholly owned subsidiary of the Company to operate acquired solar assets, and the relationship management of an independent solar equipment dealer network. On September 25, 2009, Solar Energy Initiatives, Inc. formed a wholly owned subsidiary Solar Park Initiatives, Inc. (SPI), a Nevada corporation, to develop large utility-scale solar projects.

The Company sold its interests in SolarEnergy.com, a domain name and digital property back to its original owner during the 4th quarter of 2010 for cancellation of $400,000 of debt.

In March 2010, Solar Energy Initiatives, Inc. formed Solar Power, Inc.

On January 19, 2011 the Company completed a distribution of 21,326,912 shares it held with Solar Park Initiatives, Inc. (SPI) to the Company ’ s shareholders, reducing its current ownership in SPI to approximately 22%.

The Company sold its business assets for Solar EOS, dedicated to the education and continuous improvement of solar energy trade professionals, during the 3rd quarter of 2011 for Note of $165,450 over six years annual payments and payment of debts of the Company for a total value of $200,000.

The Company continues to experience cash flow difficulties that were exacerbated by the economy, the long development cycle of project development and lack of private capital investment. As a result, the Company has reduced portions of its operations and closed all of its subsidiaries, although it continues to pursue its business model.

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 1 – Nature of Operations (continued)

The Company has also pursued plans to acquire a restaurant holding company. The Company has signed a definitive agreement and the close of the acquisition is contingent upon the Company resolving a continuing issue with the landlord for the restaurant company, which is expected to be completed in June 2013. The Company is intending to restructure its debt and attempt to negotiate settlements on all of its debts and seek additional capital. There is no guarantee that we will be able to close the acquisition or the restructuring of the debt.

We are primarily focusing our sales efforts in regions where electricity prices and government incentives are attractive and have accelerated solar power adoption. The business segments we have identified to pursue can require a significant level of expertise and capital. Currently the Company has been focusing on this working business model to identify ways to improve profit margins, to identify viable projects of significant size, and to determine the impact of lower incentives available in the solar markets as well as a current over-supply of solar panels. If it is determined that the solar markets remain a viable business model, we will identify the necessary expertise to focus on these strategies; however if we are unable to continue to acquire or develop such expertise or capital or to acquire additional operating businesses in the solar filed, we may not be able to fully develop our planned business and ultimately may be required to cease operations in the solar markets. In the meantime, we intend to identify other market segments where we can enter at relatively low cost and which offer more rapid routes to profitable operations. Our current discussions focusing on an acquisition in the entertainment markets is the initial step in the new direction.

Business Focus

Our business has been to market and sell solar power projects, and services. Specifically, we have been engaged in the following:

Supporting and expanding a dealer network that sells solar components and systems to residential and commercial customers, and

Developing commercial projects, as the owner and operator, and selling power to the municipality, building owner or tenant

We have offered solar power products including solar panels, inverters and balance of system which convert sunlight into utility quality electricity, and solar thermal systems which utilizes the sun ’ s radiation to heat water for homes and commercial applications. Installation and maintenance of these solar power products was performed by either the dealer network or third party vendors identified by us. Our initial solar installation sales efforts were focused on supporting our dealer network ’ s sales to residential, commercial customers and the sale of solar systems to owner/operators where the energy generated will be sold to municipal customers.

We have purchased products for our solar sales activities from manufacturers and vendors around the world. We bought products at wholesale prices based on market rates, and have relationships within the distribution and supply trade.

As we evaluate the continuation of the current solar business, we are also exploring new potential markets and development opportunities, through expansion and acquisitions, including the acquisition of a restaurant holding company.

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 2 – Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $583,884 for the nine months ended April 30, 2013; and an accumulated deficit of $17,768,990 at April 30, 2013.

These factors, among others, raise doubt about the Company ’ s ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

In response to these problems, management has taken the following actions:


·	The Company is seeking third party debt and/or equity financing;
·	The Company is cutting operating costs, and
·	As described in Note 6, the Company has been involved in numerous acquisitions with the intent of achieving a level of profitability

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation and principles of consolidation - The accompanying unaudited Condensed Consolidated Financial Statements of Alternative Energy Partners, Inc. (the “ Company ” ) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles accepted in the United States for complete financial statements. The unaudited Condensed Financial Statements for the interim period ended April 30, 2013 include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim period. This includes all normal and recurring adjustments, but does not include all of the information and footnotes required by generally accepted accounting principles ( “ GAAP ” ) for complete financial statements. Financial results for the Company can be seasonal in nature. Operating results for the three and nine months ended April 30, 2013 are not necessarily indicative of the results that may be expected for the year ended July 31, 2013. For further information, refer to the Financial Statements and footnotes thereto included in the Company ’ s Form 10-K for the year ended July 31, 2012 filed with the Commission on December 6, 2012.

The Company has adopted a July 31 year end.

Principals of Consolidation - The financial statements include the accounts of the Company and its wholly owned subsidiaries through the quarter ended October 31, 2012 and all intercompany transactions were eliminated in final consolidation for those periods. For the quarter ended January 31, 2013, the Company had closed its former subsidiaries, which were no longer active and is no longer consolidating their financial results. Therefore, the results of operations and financial statements presented are those solely of the Company for the quarter ended April 30, 2013.

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 3 – Summary of Significant Accounting Policies

Financial Instruments - The Company ’ s financial instruments consist primarily of cash, accounts receivable, accounts payable, and notes receivable and payable. These financial instruments are stated at their respective carrying values, which approximate their fair values.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. Estimates that are critical to the accompanying financial statements arise from our belief that we will secure an a d equate amount of cash to continue as a going concern, that our allowance for doubtful accounts is adequate to cover potential losses in our receivable portfolio, that all long-lived assets are recoverable. The markets for our products are characterized by intense competition, rapid technological development, evolving standards, short product life cycles and price competition, all of which could impact the future realization of our assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

Revenue Recognition - The Company recognizes revenue in accordance with the Securities and Exchange Commission ’ s ( “ SEC ” ) Staff Accounting Bulletin ( “ SAB ” ) No. 104, “ Revenue Recognition ” . The Company generates revenue from the sale of training, photovoltaic panels, photovoltaic roofing systems, solar thermal products, balance of system products, and management system products to our dealer network or other parties. The Company anticipates it will not perform any installations. SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the seller ’ s price to the buyer is fixed and determinable; and (4) collectability is reasonably assured. Amounts billed or received from customers in advance of performance are recorded as deferred revenue.

Allowance for Doubtful Accounts - The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. There were no accounts receivable balances at April 30, 2013.

Warranty Reserves - The Company purchases its products for sale from third parties. The manufacturer warrants or guarantees the operating integrity, and performance of photovoltaic solar products at certain levels of conversion efficiency for extended periods, up to 25 years. The manufacturer also warrants or guarantees the functionality of inverters and balance of systems up to 10 years. Therefore, the Company does not recognize warranty expense.

Shipping and Handling Fees and Costs - Shipping and handling fees, if billed to customers, are included in net sales. Shipping and handling costs associated with inbound freight are expensed as incurred. Shipping and handling costs associated with outbound freight are classified as cost of sales.

Cash and Cash Equivalents - Cash and cash equivalents consist primarily of cash on deposit, and money market accounts that are readily convertible into cash.

Inventory - Inventories consist of photovoltaic solar panels, solar thermal panels and components, other component materials for specific customer orders and spare parts, and are valued at lower of cost (first-in, first-out) or market. Management provides a reserve to reduce inventory to its net realizable value. Certain factors could impact the realizable value of inventory, so management continually evaluates the recoverability based on assumptions about customer demand and market conditions.

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 3 – Summary of Significant Accounting Policies (continued)

The evaluation may take into consideration expected demand, new product development; the effect new products might have on the sale of existing products, product obsolescence, and other factors. The reserve or write - down is equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves or write-downs may be required. If actual market conditions are more favorable, reserves or write-downs may be reversed. As of April 30 , 2013 and July 31, 2012 inventory was $ 0 and $2,692, respectively , . as the entire inventory was held by n ow closed subsidiaries

Fixed Assets - Fixed assets are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of equipment and improvements are provided over the estimated useful lives of the assets, or the related lease terms if shorter, by the straight-line method. Useful lives range as follows:


Category		Useful Lives
Computers and networks		3 years
Machinery and equipment		5-7 years
Furniture and fixtures		5-7 years
Office equipment		3-10 years
Leasehold improvements		Lesser of lease term or useful life of asset

Maintenance and repairs are expensed as incurred. Expenditures for significant renewals or betterments are capitalized. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in current operations.

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. During the period ended April 30, 2013, the Company reduced the value of fixed assets by full depreciation to $0 and has disposed of all of the fixed assets.

Stock-Based Compensation - We recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest over the requisite service period of the award. The Company issues stock as compensation for services at the current market fair value.

We account for equity instruments issued for services based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable. Stock based compensation was determined using the fair value of the services performed due to the lack of historical fair value of the equity instruments.

Determining the appropriate fair value model and calculating the fair value of share-based payment awards require the input of highly subjective assumptions, including the expected life of the share-based payment awards and stock price volatility. The assumptions used in calculating the fair value of share-based payment awards represent management ’ s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 3 – Summary of Significant Accounting Policies (continued)

Income Taxes - Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. We must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective assumptions and judgments which can materially affect amounts recognized in our financial statements.

Earnings per Share - The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, " Earnings per Share ." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) 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. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants and debt to purchase common shares would have an anti-dilutive effect. Potential common shares as of April 30, 2013 that have been excluded from the computation of diluted net loss per share amounted to 403,683,276 shares which include $284,775 of debt and accrued interest convertible into shares of the Company ’ s common stock.

Cash and cash equivalents - The Company maintains cash balances at a national financial institution. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation up to $250,000. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company is not exposed to any significant credit risk with respect to its cash and cash equivalents.

Note 4 – Recent Accounting Pronouncements

In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections" ("ASU 2012-03"), which provides amendments to certain paragraphs pursuant to SEC Staff Accounting Bulletin No. 114, technical amendments to SEC Release No. 33-9250 and corrections related to FASB ASU 2010-22. ASU 2012-03 is effective for the Company for annual and interim periods ending October 31, 2012.

In January 2013, the FASB issued ASU 2013-01, " Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities" ("ASU 2013-01"), the amendments clarify that the scope of Update 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. The Company has adopted the amendments for its fiscal year beginning after January 1, 2013, and interim periods within those annual periods. The Company does not believe the adoption of ASU 2013-01 will have a material impact on its consolidated financial statements.

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 4 – Recent Accounting Pronouncements (continued)

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company ’ s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company ’ s financials properly reflect the change.

Note 5 – Fixed Assets

Fixed assets consisted of the following:


Category	Useful Lives	April 30, 2013		July 31 2012

Furniture fixtures and equipment	5-7 years	$	39,414	$	39,414
Less accumulated depreciation			39,414		39,276
Net fixed assets		$	-	$	138

During the quarters ended April 30, 2013, and October 31, 2012 depreciation, totaling $0 and $138, respectively, was charged to selling, general and administrative expenses.

Note 6 – Accrued Expenses

Accrued expenses consist of the following as of:


	April 30, 2013		July 31 2012
Interest for notes and convertible debentures	$	10,745	$	5,919
Salaries and taxes payable		10,000		10,526
Professional and other fees		86,286		119,850
	$	107,031	$	136,295

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 7 – Convertible Debentures

As of April 30, 2013, Notes payable and convertible notes payable consisted of the following as of:


		April 30,		July 31,
		2013		2012
Asher Enterprises, Inc. ⁽¹⁾
	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 50% discount to the average of the six lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.	$	-	$	27,500

	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 50% discount to the average of the six lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.		-		9,000

	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 50% discount to the average of the six lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.		28,425		15,397

	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 45% discount to the average of the six lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.		28,875		7,500

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 7 – Convertible Debentures (continued)



	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 45% discount to the average of the six lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.		22,500		-

	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 45% discount to the average of the six lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.		11,667		-

	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 50% discount to the average of the three lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.		53,000		-

	Convertible promissory note bearing interest at a rate of 8% per annum,
	convertible at a 50% discount to the average of the six lowest
	ten-day trading prices of the Company ’ s common stock at date of conversion.		3,433		-

Principal balance due Asher Enterprises, Inc.			147,175		59,397
Magna Group, LLC ⁽²⁾
			-		3,900
	Convertible promissory note bearing interest at a rate of 12% per annum,
	convertible at a 50% discount to the lowest five-day trading prices of the
	Company ’ s common stock at date of conversion.		-		2,226

Principal balance due Magna Group, LLC.			-		6,126

Hanover Holding, LLC ⁽³⁾
	Convertible promissory note bearing interest at a rate of 12% per annum,
	convertible at a 50% discount to the lowest five-day trading prices of the
	Company ’ s common stock at date of conversion.		-		550

Principal balance due Hanover Holding, LLC			-		550
	Other loans at 4/30/2013		54,000		54,000

Total notes payable, net		$	201,175	$	120,000

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 8 – Stockholders ’ Deficit

Common Stock -

During the period between August 1, 2012 and April 30, 2013 the following transactions occurred within stockholders ’ deficit:

Discount on notes due to beneficial conversions features were valued at $169,900.

Amortization of deferred compensation expense was $53,192.

During the period, the Company issued 17,500,000 for payment for services to consultants valued at $14,950.

During the period, the Company cancelled 1,405,838 shares issued to consultants valued at $7,127.

During the period, the Company converted debt of $101,233 into 321,047,309 shares of common stock.

During the period, the Board approved an increase in S-8 shares of 9,100,000, to pay for consulting and professional fees.

Note 9 – Commitments and Contingencies

Management services –

As of July 1, 2012 the Company entered into an employment agreement with David Fann replacing an earlier consulting contract, including an annual $120,000 salary for a 36 month period until June 30, 2015. In February, 2013, the Company and Mr. Fann agreed to the termination of the agreement and resolution of all amounts due to Mr. Fann in return for a one-time payment of $10,000, so no additional salary has been accrued for Mr. Fann during the quarter ended April 30, 2013.

We received notice of a claim from a previous employee based on compensation matters in the amount of $892,000 plus interest from 2009. Judgment was entered against the Company for this amount, but an offer for settlement has been made for an amount of $100,000 consistent with discussions with claimant. Currently the Company has reserved for these amounts and will continue to work toward a settlement.

Note 10 - Recapitalization

During the quarter ended January 31, 2013, the Company closed its several subsidiaries and eliminated intercompany accounts, as well as made adjustments to its own accounts to reflect the current operating structure of the Company at January 31, 2013, as reflected in its balance sheets at January 31, 2013. These adjustments were as follows:


October 31, 2012 Consolidated			November 1, 2012
Balance Sheet	Amount	Adjustments	Balance Sheet	Explanation
Cash	140	(140)	0	Cash held in subsidiary account
Inventory	2,692	(2,692)	0	Inventory held in subsidiary
Total assets	2,832	(2,832)	0

Accounts payable	984,421	(632,708)	351,713	Subsidiary receivables
Accrued expenses	200,953	(42,386)		Subsidiary accrued expenses
		(5,194)		Reallocatng accrued expense to accrued interest
		(153,372)		Reallocatng accrued expense to accrued professional fess payable
Convertible debentures	196,385	(53,975)	142,410	To correct for intercompany

Solar Energy Initiatives, Inc.

Notes to Condensed Financial Statements

April 30, 2013

(Unaudited)

Note 11 – Subsequent Events

On April 19, 2013, the company announced that it has acquired the assets of a California-based restaurant development and operating group from its parent company, Novation Holdings, Inc. Due to an ongoing dispute with the landlord for the current restaurant, the closing has been delayed while the issue is resolved. It is expected that the issues will be resolved by the end of June, 2013, at which time the financial results of the acquired company will be available and those results will be reported in the next quarterly filing.

The acquired business operates a local-themed, entertainment focused bar and restaurant in Temecula California and plans to start additional, local themed entertainment restaurants in Southern California, Arizona, Texas and possibly Florida over the next three years. The acquisition was in exchange for a combination of SNRY common and preferred stock, debt and assumption of notes. The acquired company operates House Bar & Grill in Temecula, California, which is already profitable after only a few months of operations, and plans to open multiple operating units nationwide, and possibly in Canada, either as corporate stores or as franchises to accelerate growth.

Management has evaluated events and transactions that have occurred as of the date the financial statements first became available to the public, and has determined that there are no other significant subsequent events that have taken place since that date.

1 5

Item 2. Management Discussion and Analysis of Financial Condition or Plan of Operation

This discussion should be read in conjunction with our financial statements included in this Report on Form 10-Q and the notes thereto, as well as the other sections of this Report on Form 10-Q, including “ Certain Risks and Uncertainties ” and “ Description of Business ” sections thereof. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Quarterly Report. Our actual results may differ materially.

Limited Operating History

There is limited historical financial information about our Company upon which to base an evaluation of our future performance. Our company generated $0 in revenues from operations for the quarter ended January 31, 2013. While we have experienced and anticipate future growth in revenues, we cannot guarantee that we will be successful in our business. We are subject to risks inherent in a developing enterprise, including; limited capital resources, possible delays or disruptions in establishing key vendor relationships and difficult financial markets remaining from the world-wide economic recession. In many cases these factors are out of our control. There is no assurance that future financing will be available to our Company on acceptable terms. Additional equity financing could result in dilution to existing shareholders.

Company Description and Overview

Solar Energy Initiatives, Inc. (OTCBB: SNRY), is a diversified provider of solar solutions focused on large-scale projects and distribution of solar products.

The SNRYPower subsidiary as a developer and manager of municipal and commercial scale solar projects.

The SNRYSolar Inc subsidiary as a wholesale distributor of branded photovoltaic and thermal (water heating) systems selling via a network of dealers throughout the United States and the Caribbean.

Solar Energy Initiatives, Inc. was formed on June 20, 2006 and is a Delaware Corporation. On August 20, 2008, Solar Energy, Inc., a Florida corporation, was formed as a wholly owned subsidiary of Solar Energy Initiatives, Inc. to operate acquired solar assets, which includes the World Wide Web domain name www.solarenergy-us.com , and the relationship management of an independent solar equipment dealer network. In March 2010, Solar Energy Initiatives, Inc. formed SNRY Power, Inc.

In March 2010, Solar Energy Initiatives, Inc. formed SNRY Power, Inc.

The Company sold its business assets for Solar EOS, dedicated to the education and continuous improvement of solar energy trade professionals, during the 3rd quarter of 2011 for Note of $165,450 over Six years annual payments and payment of debts of the Company for a total value of $200,000.

On April 19, 2013, the company announced that it has acquired the assets of a California-based restaurant development and operating group from its parent company, Novation Holdings, Inc. Due to an ongoing dispute with the landlord for the current restaurant, the closing has been delayed while the issue is resolved. It is expected that the issues will be resolved by the end of May 2013 or early in June, 2013, at which time the financial results of the acquired company will be available and those results will be reported in the next quarterly filing .

The Company is intending to restructure its debt and attempt to negotiate settlements on all of its debt holders and seek additional capital. There is no guarantee that we will be able to close the acquisition or the restructuring of the debt.

We are primarily focusing our sales efforts in regions where electricity prices and government incentives are attractive and have accelerated solar power adoption. The business segments we have identified to pursue can require a significant level of expertise and capital. Currently the Company has found a very good working business model, working with many states and counties and banks that understand how to make the solar projects successful. The executive management has currently been focusing on this working business model to improve profit margins, identify viable and bankable projects of significant size, and too install using all efforts towards those financially viable projects. We have obtained the expertise, and continue to seek the necessary capital to further develop our plan and focus on this improved business model. The management has found the necessary expertise focusing on these strategies, however if we are unable to continue to acquire or develop such expertise or capital, we may not be able to fully develop our planned business and ultimately may be required to cease operations. We anticipate that the end customers of our sales processes will be homeowners, owners of large commercial and industrial buildings and facilities, municipalities and owners of large tracts of undeveloped land.

The following table sets forth our statements of operations data for the three months ended April 30, 2013, and 2012.

Summary Statements of Operations


	For the Three Months Ended			For the ThreeMonths Ended
	April 30, 2013			April 30. 2012

Revenues, net	$	-		$	-
Gross profit		-			-
Selling, general and administrative expenses		166,294			109,768
Total operating expenses		166,294			109,768
Other income(expense)		(221,879)			(24,992	)
Loss from operations		(388,173	)		(134,760	)
Net loss	$	(388,173	)	$	(134,760	)

NINE MONTHS ENDED APRIL 30, 2013 AND 2012

Results of Operations

For the nine months ended April 30 , 2013 , we generated $0 in revenues from operations and we incurred a loss of $ 583 , 884 to Solar Energy Initiatives, Inc, of which $ 156,652 was related to interest expenses and $304,876 was related to gain/loss on deribatives . Our operating expenses included significant legal, consulting and accounting expenses, as well as business development. We expect to continue to use cash in our operating activities as continue operations. We have financed our operations since inception primarily through private sales of equity and debt securities. As of April 30 , 2013 , we had $ 12,423 in cash, and negative working capital of $( 2, 385,307 ).

1 7

Revenues

For the nine months ended April 30, 2013, we had revenues of $0 compared to $0 for the six months ended April 30, 2012.

Cost of sales and gross profit.

For the nine months ended April 30, 2013 our Cost of Goods Sold were $0 compared to $0 for the six months ended April 30, 2012.

Selling, general and administrative

Selling, general and administrative ( “ S, G & A ” ) expenses for the nine months ended April 30, 2013 were $335,581 compared with $345,279 for the same period ending April 30, 2012. Major changes in S, G & A expenses were professional fees and legal fees.

Other income (expense)

For the nine months ended April 30, 2013 interest expense was $156,652, due to interest related to convertible debentures, compared with $27,937 for the same period ending April 30, 2012. The increase in interest expense is related to amortization of debt discount.

Net Loss

Our net loss was $583,884 for the nine months ended April 30, 2013 compared with $441,283 for the period ending April 30, 2012. The net loss primarily reflects our expenses relating to business activities that have been incurred ahead of our ability to recognize material revenues from our business plan.

Liquidity and Capital Resources

As of April 30, 2013, we had cash of $12,423 and working capital deficit of $(2,385,307), compared with $146 in non-restricted cash and working capital, of ($2,130,951) as of July 31, 2012, as restated. During the quarter ended April 30, 2013, we funded our operations from convertible debt on a limited basis. For the same period in 2012, we funded our operations from convertible debt.

For the nine months ended April 30, 2013, we used $183,723 of cash in operations. Investing activities used $0 of cash during the year and financing activities provided $196,000 of net cash during the year, which resulted primarily from conversions of notes payable and notes payable proceeds. For the nine months ended April 30, 2012, we used $54,201 of cash in operations. Investing activities used $0 of cash during the year and financing activities provided $45,500 of net cash during the year, which resulted primarily from convertible debt and notes payable proceeds.

As we continue to review our financial restructuring of the Company, we will need to execute on our business plans which include positive cash flow operations, and/or acquire additional financing to supplement cash flows. Unless we can attain sufficient levels of revenues, and restructure our current debt, we will need to raise additional funds during the next twelve month period. For the fiscal year ended July 31, 2012 we have been able to obtain approximately $0 of capital through equity financing and $116,500 of debt financing. We may require approximately $1,250,000 of additional capital funding, to allow us to continue the execution of our business plan through July 31, 2013. If we are not successful in raising the required capital, or begin one or more of the projects in our business pipeline, or restructure our debt, we will need to reduce the breadth of our business.

We have reduced staff throughout the previous fiscal year and have curtailed most of the operations of the Company. We are currently restructuring the Company ’ s debt to work with vendors and ongoing consultants to provide for an ongoing business operation. We need additional capital in order to continue operations.

Since inception, our operations have primarily been funded through private equity financing, and convertible debt. We expect to continue to seek additional funding through private or public equity and debt financing as our business expands, and potentially seek a larger funding round to quickly drive the business forward.

However, there can be no assurance that our plans discussed above will materialize and/or that we will be successful in funding our estimated cash shortfalls through additional debt or equity capital and/or any cash generated by our operations. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

To operate our current business groups, we may need up to $1.25 million in funds over the next twelve months. Part of this funding may be needed as the time required to realize revenues and cash from large commercial projects can be lengthy, with costs to develop these projects incurred up front. As of April 30, 2013 we had approximately $12,423 in cash on hand, which means there will be an anticipated shortfall of $1.25 million as we project our current cash requirements for the next twelve months. To sustain operations and continue development, we expect that will need to raise additional capital. As of April 30, 2013, there were no known demands or commitments, other than the notes to the seller and consulting agreements that will necessitate liquidation of the Company. The current level of cash is not enough to cover the notes and consulting agreements for the next twelve months.

Assuming we are successful in our restructuring debt and new marketing development efforts we believe that we will be able to raise additional funds through the sale of our stock to either current or new shareholders. Of course there is no guarantee that we will be able to raise additional funds or to do so at an advantageous price.

Significant Capital Expenditures

During the nine months ended April 30, 2013, we acquired $0 of business assets, and furniture and equipment for office purposes. We use these assets in our business operations. As we continue to grow it will be necessary to purchase additional equipment.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Pursuant to Item 305(e) of Regulation S-K the Company, as a smaller reporting company, is not required to provide the information required by this item.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of April 30, 2013, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls.

There was no change in our internal controls over financial reporting that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting during the quarter covered by this Report.

PART 2. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Amy Gustafson Schwab et. al

On or about January 17, 2012, Amy Gustafson Schwab, Greg Gustafson, Charlotte Gustafson and Ryan Gustafson filed a complaint in the United States District Court for the District of Minnesota (Civil File No. 12-127 DSD/AJB) against Solar Energy Initiatives, David, W. Fann, Michael J. Dodak, Jack Zwick, Paul Cox and David Surette. As of August 31, 2012 Mr. Zwick, Mr. Cox and Mr. Surette were dismissed from the case. The complaint was brought by purchasers of the Company ’ s common stock and the plaintiffs thereunder allege that they suffered damages due to defendants ’ sale of unregistered securities, false statements made in connection with the sale of the securities, fraudulent manipulation of the market and their refusal to allow transfer of the securities. The complaint contains causes of action against all defendants for breach of fiduciary duty, conversion, breach of implied covenants, negligent misrepresentation, violation of Section 10(b) of the Securities Act of 1934 and aiding and abetting, causes of actions against the Company only for failure to register transfers and causes of action against the Company and Mr. Fann only for fraudulent misrepresentation and violation of state securities law. Plaintiffs seek damages for the loss in value and conversion of their shares and attorneys ’ fees and costs. The Company has denied the allegations and is defending the matter. Due to the incipient nature of this action, we are unable to provide an opinion as to the likelihood of its outcome.

GAEA Holdings, LLC

On or about February 4, 2011, GAEA Holdings, LLC filed a complaint in the United States District Court for the District of Minnesota (Case No. 0:11-CV-00635-PJS-AJB) against Solar Energy Initiatives, Inc. Plaintiff sued for breach of an Independent Consulting Agreement with Solar Energy Initiatives, Inc. entered into in November 2009 and unpaid commissions for work thereunder. On March 20, 2012, the Court granted the plaintiff ’ s motion for summary judgment under which the plaintiff ’ s motion for summary judgment with respect to plaintiff ’ s breach of contract claim and that plaintiff is entitled to recover $892,500 in damages for such breach of contract. The Company is currently is continuing discussions with plaintiff to negotiate and settle this judgment. The Company has reserved for the full amount of the judgment pending negotiation of a settlement.

There have been judgments on the Company in the amounts of approximately $11,000, which have been reserved for within the financial statements as of April 30, 2013.

Item 1A. RISK FACTORS

As a small company, we are not required to provide risk factors in this Report, and instead incorporate by reference the Risk Factors contained in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended July 31, 2012.

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

1. During the quarter ended April 30, 2013, we issued an aggregate of 244,550,057 shares of common stock upon conversions of various convertible notes. The aggregate principal and interest amount of these notes that were converted was $67,038. The issuances were exempt pursuant to Section 3(a)(9) of the Securities Act of 1933 as well as Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

2 0

ITEM 4. Reserved

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit Number		Description of Exhibit
31.1		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.