UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________________

FORM 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended July 31, 2012
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

__________________________________________________________________________________

(Mark One)

[x]

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

For the Fiscal Year Ended July 31, 2013

[ ]

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 000-33391

Terra Inventions Corp.

(Name of Registrant as Specified in Its Charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)		88-0490890 (I.R.S. Employer Identification No.)
4894 Lone Mountain #168, Las Vegas, Nevada (Address of Principal Executive Offices)		89130 (Zip Code)
(702) 940-9940 (Issuer’s Telephone Number, Including Area Code)
(702) 425-4289 (Issuer’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Par value $0.01001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [x ] No

Indicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d) of the Act. o [ ] Yes [x ] No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o [ ] 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 o Accelerated[ ] Accelerated filer o[ ]

Non-accelerated filer o Smaller[ ] 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). o [ ] Yes [x ] No

The aggregate market value of voting and non-voting common equity held by non-affiliates as of January 31, ~~2012~~2013, was $93,~~047~~191,~~301,~~191 based on the average bid and asked prices on the OTC Bulletin Board on that date.

On November 161, ~~2012~~2013, there were 3239,~~373~~935,~~470~~ 517 shares of common stock outstanding.

Table of Contents

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Table of Contents

Table of Contents

Item 1.	Business.	4
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments.	9
Item 2.	Properties.	10
Item 3.	Legal Proceedings.	10
Item 4.	[Removed and Reserved].	11
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	12
Item 6.	Selected Financial Data.	13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	18
Item 8.	Financial Statements and Supplementary Data.	19
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	42
Item 9A (T).	Controls and Procedures.	42
Item 9B.	Other Information.	42
Item 10.	Directors, Executive Officers and Corporate Governance.	43
Item 11.	Executive Compensation.	44
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	45
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	45
Item 14.	Principal Accountant Fees and Services.	46
Item 15.	Exhibits and Financial Statement Schedules.	47

Table of Contents -3-

Table of Contents

EXPLANATORY NOTE

The Company is filing this Annual Report late due to delays in the audit of its financial statements as of and for the year ended July 31, 2012 by the Company’s independent registered public accounting firm, Madsen & Associates, CPA (“Madsen”). The offices of the Madsen auditors for the Company are located in New Jersey and, as a result of the devastation from Hurricane Sandy, power was not restored to their offices until November 15, 2012, which then permitted the auditors to commence completion of the audit of the annual financial statements of the Company for its fiscal year ended July 31, 2012. There were in addition delays in the Company’s auditors’ receipt of the financial information, as well as data loss in financial information sent to the auditors by the Company, which necessitated recreating work papers and draft financial statements. In summary, approximately ten days were lost in the audit of the Company’s annual financial statements. In conformity with and reliance upon the Order (the “Order”) under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specific Provisions of the Exchange Act and Certain Rules Thereunder (Securities Exchange Act of 1934 Release No. 68224, November 14, 2012), the Company is filing its 2012 Annual Report on or before November 21, 2012 in reliance on and as permitted by the Order since the Company was not able to meet the November 13, 2012 Form 12b-25 extended filing deadline applicable to its Annual Report on Form 10-K for the above stated reasons.

PART I

NOTE REGARDING FORWARD LOOKING STATEMENTS

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS

OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report contains historical information as well as forward-looking statements. Statements looking forward in time are included in this Annual Report pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. We wish to caution readers that in addition to the important factors described elsewhere in this Form 10-K, the following forward looking statements, among others, sometimes have affected, and in the future could affect, our actual results and could cause our actual consolidated results during ~~2012~~2013, and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.

Item 1. Business

Company History

~~Li-ion~~Terra ~~Motors~~Inventions Corp. (“we, “us”, or the “Company” ~~or “Li-ion”~~) was incorporated under the laws of the State of Nevada in April 2000. The Company currently has no employees, (only an accounting consultant with limited hours and the CEO), and is seeking funding to enable us to begin the development and marketing of electric powered vehicles and products based on the advanced lithium battery technology we developed.

WeRecent changed our name from Whistler Investments, Inc. to Hybrid Technologies, Inc. on March 9, 2005 to reflect our corporate focus on electric products, on January 22, 2009, we changed our name to EV Innovations, Inc. in order to clarify that our vehicles are fully electric, not hybrids. Effective February 1, 2010, we changed our name to Li-ion Motors Corp, to distinguish our motors that all run on lithium ion batteries.Developments

~~Recent~~Our ~~Developments~~facility in Mooresville, North Carolina, was closed in May 2012, and all employees in North Carolina were released. Currently, all ongoing work is being performed by consultants. The Company is looking to license its automotive and battery technologies to other electric vehicle manufacturers or for other applications.

~~Our~~We ~~facility~~changed inour ~~Mooresville,~~name ~~North~~from ~~Carolina,~~Li-ion ~~was closed in May 2012, and all employees in North Carolina were released~~Motors Corp. ~~Currently,~~to ~~all~~Terra ~~ongoing~~Inventions ~~work is being performed by consultants~~Corp. ~~The~~on ~~Company~~November ~~is looking to establish a facility in Quebec Canada~~30, ~~where government incentives will help cover expenses related to research and development and also to license its automotive and battery technologies to other electric vehicle manufacturers~~2012.

4DTC/DWAC Deposit Chill

~~Table~~The Company was notified by an April 16, 2013 letter from The Depository Trust Company (“DTC”) that DTC had determined to impose a restriction on physical deposit and on Deposit/Withdrawal At Custodian (“DWAC”) electronic deposit transactions (referred to as a “deposit chill”) on our common stock. In the letter DTC stated that the deposit chill was due to the filing of ~~Contents~~an SEC enforcement action against an attorney for securities opinions issued by that attorney. That attorney had been utilized by one of our shareholders in connection with a transfer of stock in 2008 through our transfer agent, which transfer (although the Company was not consulted about or involved in the transfer) appears to the Company to have been in compliance with all SEC rules. We have engaged special counsel in this matter. The effect of the deposit chill is that no new shares of our common stock will be accepted for deposit with DTC for electronic transfer or electronic transfer transactions, until we complete our submissions to DTC and DTC determines to lift the deposit chill.

Foreclosure proceedings on the Company’s facility in Mooresville were initiated in July 2012 by Bayview Loan Servicing, LLC (“Bayview”) and Frontline Asset Management, Inc. (“Frontline”), with the County of Iredell, North Carolina, General Court of Justice, Superior Court Division. The property was sold pursuant to the Frontline notice of foreclosure and sale on August 22, 2012. On September 14, 2012, the sale of the property pursuant to the Frontline foreclosure and sale was completed, and Frontline assigned to a third party its rights to its foreclosure bid, subject to the rights of Bayview, as the holder of the first mortgage on the property. Proceedings

~~Liquidity~~Foreclosure proceedings on the Company’s facility in Mooresville were initiated in July 2012 by Bayview Loan Servicing, LLC (“Bayview”) and ~~Capital~~Frontline ~~Resources~~Asset Management, Inc. (“Frontline”), with the County of Iredell, North Carolina, General Court of Justice, Superior Court Division. The property was sold pursuant to the Frontline notice of foreclosure and sale on August 22, 2012. On September 14, 2012, the sale of the property pursuant to the Frontline foreclosure and sale was completed, and Frontline assigned to a third party its rights to its foreclosure bid, subject to the rights of Bayview, as the holder of the first mortgage on the property.

AsTable of ~~July~~Contents 31, 2012, we had cash on hand of $64 and our liabilities totaled $3,351,316. For the year ended July 31, 2012, we incurred a net loss from continuing operations of $2,312,015. On July 31, 2012, we had a working capital deficiency of $2,046,537 and stockholders' deficiency of $2,254,218.-4-

We Liquidity ~~need capital to continue development~~ and ~~marketing~~Capital of our electric vehicles, particularly given the number of companies competing in this sector and the fact that many of the larger car manufacturers are developing and marketing electric and hybrid vehicles.Resources

WeAs ~~had~~of 32July 31,~~373~~ 2013,~~470~~ ~~shares~~we ofhad ~~common~~cash ~~stock~~on ~~issued~~hand of $76 and ~~outstanding~~our liabilities astotaled of$2,532,392. ~~November~~For 16the year ended July 31, ~~2012~~2013, we incurred a net loss from continuing operations of $1,099,873. On ~~Our~~July ~~common~~31, ~~stock~~2013, iswe ~~traded~~had ona ~~the~~working ~~OTC~~capital ~~Bulletin~~deficiency ~~Board~~of $2,532,316 and stockholders' deficiency of $2,490,836.

~~General~~We need capital to continue development and marketing of our electric vehicles, particularly given the number of companies competing in this sector and the fact that many of the larger car manufacturers are developing and marketing electric and hybrid vehicles.

We ~~are~~had an39,945,517 ~~early~~shares ~~stage~~of ~~technology~~common ~~company.~~stock Weissued ~~plan~~and tooutstanding as ~~develop~~of ~~and~~November ~~market~~1, ~~electric~~2013. ~~powered~~Our ~~vehicles~~common ~~and~~stock ~~products~~is traded on the OTCQB.

~~Our Electric Battery Pack and Vehicle Technology~~General

InWe ~~late~~are ~~2007~~an ~~and~~ early ~~2008~~stage wetechnology ~~began marketing conversions of four-wheel vehicles~~company. We ~~Then~~plan ~~in 2009, we began~~ to ~~design~~develop and ~~manufacture~~market ~~our~~electric ~~own~~powered ~~new~~vehicles and ~~innovative auto designs~~products. ~~Currently with no employees all work is at a standstill.~~

WeOur ~~had~~Electric ~~converted~~Battery ~~and~~Pack ~~tested vehicles based on Chrysler PT Cruiser, Mini Cooper, Pontiac Vibe, Toyota Yaris~~ and Vehicle the Mercedes’ Smart car in the Mooresville, North Carolina facility We replaced the gasoline power systems with all electric lithium battery power systems and battery management systems. We developed a rapid charge system that reduces charge time by approximately 65%; it was briefly used and tested.Technology

~~Our~~In ~~Battery~~late ~~Technology~~2007 and early 2008 we began marketing conversions of four-wheel vehicles. Then in 2009, we began to design and manufacture our own new and innovative auto designs. Currently with only consultant work, and no work in the facility, all employee work is at a standstill.

InWe ~~electric~~had ~~vehicles~~converted ~~the~~and ~~battery~~tested ~~pack~~vehicles based ~~performs~~on ~~the~~Chrysler ~~same~~PT ~~function~~Cruiser, asMini ~~the~~Cooper, ~~gas~~Pontiac ~~tank~~Vibe, inToyota aYaris ~~conventional~~and ~~vehicle:~~the itMercedes’ ~~stores~~Smart ~~energy~~car ~~needed~~in tothe ~~operate~~Mooresville, ~~the~~North Carolina ~~vehicle~~facility. We ~~used~~replaced ~~battery~~the ~~packs~~gasoline ~~created~~power ~~in-house~~systems ~~from~~with ~~Kokam~~all ~~cells~~electric inlithium ~~our~~battery ~~converted~~power ~~vehicles.~~systems and battery management systems. We ~~anticipate~~developed ~~using~~a ~~cells~~rapid ~~created~~charge system that reduces charge time by ~~Sky~~approximately ~~Power~~65%; init ~~the~~was ~~future~~briefly used and tested.

~~License~~Our ~~Agreements~~Battery Technology

WeIn entered into a License Agreement (“Sky Power License Agreement”) with Sky Power in April 2008, providing for our license to Sky Power of our patent applications and technologies for rechargeable lithium ion batteries for electric vehicles ~~and other applications (“Licensed Products”). With~~ the ~~closing~~battery ofpack performs the ~~Mooresville~~same ~~facility~~function as the ~~space~~gas ~~leased~~tank toin ~~Sky~~a ~~Power~~conventional isvehicle: noit ~~longer~~stores ~~available~~energy ~~and~~needed ~~we are not certain how this will affect them and their ability~~ to ~~produce~~operate ~~batteries or honor~~ the ~~license agreement~~vehicle. ~~Under~~We ~~the~~used ~~Sky~~battery packs ~~Power~~created ~~License Agreement, we have the right to purchase our requirements of lithium ion batteries from Sky Power, and our requirements of lithium ion batteries shall be supplied by Sky Power~~ in-house ~~preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of Sky Power. Our cost for lithium ion batteries purchased~~ from ~~Sky~~Kokam ~~Power~~cells ~~shall be Sky Power’s actual manufacturing costs for such batteries for the fiscal quarter of Sky Power~~ in ~~which~~ our ~~purchase~~converted ~~takes place~~vehicles. On May 25, 2010, the Sky Power License Agreement was amended to reflect Sky Power’s territory would be the United States, U.S. possessions and territories only and the Company can license other companies in other parts of the world.

Sky Power agreed to invest a minimum of $1,500,000 in 2008 and 2009, in development of the technology for the Licensed Products. To date, Sky Power has not met the minimum requirements in the development of technology, and therefore, is not in compliance with its obligations under this covenant of the license agreement. The Company has advised Sky Power that it will not give notice of default against them for their failure to comply with this covenant over the term of the License ~~Agreement.~~Agreements

5We entered into a License Agreement (“Clean Enviro License Agreement”) with Clean Enviro Tech Corp. (formerly Sky Power Solutions Corp., “Clean Enviro”) in April 2008, providing for our license to Clean Enviro of our patent applications and technologies for rechargeable lithium ion batteries for electric vehicles and other applications (“Licensed Products”). With the closing of the Mooresville facility the space leased to Clean Enviro is no longer available and we are not certain how this will affect them and their ability to produce batteries or honor the license agreement.

~~Table~~Clean Enviro agreed to invest a minimum of ~~Contents~~$1,500,000 in 2008 and 2009, in development of the technology for the Licensed Products. To date, Clean Enviro has not met the minimum requirements in the development of technology, and therefore, is not in compliance with its obligations under this covenant of the license agreement. The Company has advised Clean Enviro that it will not give notice of default against them for their failure to comply with this covenant over the term of the License Agreement.

~~Effective~~Commercial May 28, 2010, the Company entered into a ten year license agreement with Lithium Electric Vehicle Corp. (“LEVC”) providing for the Company to license to LEVC certain of the Company’s patent applications and technologies for electric vehicles and other applications. The purpose of the licensee is to expand sales of the Company’s line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under the license agreement.Initiatives

~~The~~On ~~license~~March ~~agreement~~9, ~~consists~~2009, ofthe anState ~~annual fee~~ of ~~$500,000~~North Carolina ~~for~~issued ~~ten years and an additional $1,750,000 based on~~ a ~~valuation~~manufacturing ~~report~~license ~~prepared by an independent third party. LEVC is required~~ to ~~pay $1 million of~~ the ~~license~~Company ~~fee~~that ~~during~~permitted ~~year~~us ~~one~~to ~~for~~manufacture ~~the~~our ~~initial~~own ~~two~~original ~~years~~design ~~and~~vehicles ~~$500,000 each additional year. The Company has received $732,666 from LEVC~~ with aVehicle Identification ~~balance~~Number’s ~~due of $267~~(“VIN”),~~334~~ asand ofcontinue ~~July~~to ~~31,~~convert ~~2012,~~other ~~which is now delinquent~~vehicles. The ~~Company~~manufacturing ~~has~~license ~~reflected~~is ~~the delinquent amount due from LEVC in its accounts receivable and has established a reserve for doubtful accounts for the entire amount~~currently suspended.

~~The~~Table ~~Company~~of isContents ~~still in discussions with LEVC regarding the delinquency.~~-5-

Since February 2004, the LiVTM series electric vehicles were tested and reviewed by a number of government agencies. The ~~note~~testing of $1the LiVTM series vehicles by NASA,~~750~~ Arcadis,~~000~~ a contractor to the U.S. Environmental Protection Administration, NYC Taxi Commission, and US Paratransit has been ~~reflected~~completed. onThe LiVTM WISE is listed in the ~~books~~catalogue of the ~~Company~~Unites ~~and~~States ~~the~~General ~~fee~~Services isAdministration, ~~being~~and ~~amortized~~these ~~over~~vehicles ~~the~~were ~~life~~available offor ~~the~~purchase ~~ten-year~~by ~~agreement~~multiple government agencies. ~~Due~~The totarget ~~LEVC~~market ~~having~~for nothe ~~assets~~LiVTM WISE was tofederal ~~secure~~government ~~the~~offices, ~~note~~utility companies, ~~the~~defense ~~Company~~organizations ~~has~~and ~~recorded~~fleet aoperators. ~~reserve~~We ~~for~~worked ~~doubtful~~with ~~accounts~~Zero Truck- USA for commercialization ~~the~~of ~~entire~~lithium ~~note~~ion ~~amount~~powered ofheavy $1duty truck. The WAVE electric vehicle was targeted at the commuter environment,~~750,000~~ and the INIZIO super sport car for the high performance car market.

~~Electric Motors~~Competition

WeThere ~~used~~are a ~~variety~~number of ~~electric~~larger ~~motors~~companies selling inelectric ~~our converted~~ vehicles; weincluding ~~were~~Nissan, ~~not~~Toyota, ~~reliant~~Tesla, onGeneral ~~any~~Motors ~~single manufacturer of electric motors. There are many domestic~~ and ~~foreign~~other ~~manufacturers~~large ofautomobile ~~electric motors, and motors with the specifications we require should be available at reasonable commercial prices from a number of these sources~~manufacturers.

An important characteristic of our technology is the lithium battery power source, which is more efficient and powerful than other battery power sources. Vehicles utilizing this technology have the ability to travel greater distances, can recharge in less time and benefit from weight reduction, as compared with vehicles using other battery powered systems. One of the major historic hurdles facing electric vehicle manufacturers was that most power sources do not allow the vehicle to travel more than 100 miles before needing to be recharged. We believe that we can produce electric powered vehicles with a travel range equal to or greater than 200 miles.Employees

AAs ~~significant~~of ~~difference between electric vehicles and gasoline-powered vehicles is~~ the ~~number~~date of ~~moving~~this ~~parts.~~report, ~~The~~we ~~electric vehicle motor has~~ have one ~~moving~~employee ~~part,~~and ~~the~~all ~~shaft,~~other ~~which~~work is ~~very~~being ~~reliable~~performed ~~and~~by ~~requires little or no maintenance, thus reducing repair costs~~consultants. ~~Whereas~~Our ~~the~~President ~~gasoline-powered~~and ~~vehicle’s motor has numerous moving parts~~CEO, ~~requiring~~Stacey ~~a wide range of maintenance. The controller and charger are electronic devices with no moving parts~~Fling, ~~and~~has ~~they~~elected ~~require~~to ~~little~~defer ~~or no maintenance~~her salary. ~~Electric~~Our ~~vehicle~~accounting ~~batteries~~consultant ~~are~~is ~~sealed~~now ~~and~~in ~~maintenance~~a ~~free.~~minimal ~~However,~~capacity ~~the life of these batteries is limited,~~ and ~~batteries~~Holly ~~will~~Roseberry ~~require~~serves ~~periodic~~in ~~replacement.~~an ~~New~~advisory ~~batteries~~position ~~are~~in ~~being~~Las ~~developed that will not only extend the range of electric vehicles~~Vegas, ~~but will also extend the life of the battery pack which may eliminate the need to replace the battery pack during the life of the vehicle~~ Nevada.

~~Products~~Research ~~Under~~and Development Expenditures

~~Vehicles~~We incurred research and development expenditures of $1,297 in our fiscal year ended July 31, 2013, and $483,599 in our fiscal year ended July 31, 2012.

~~Li-ion~~Patents ~~designed from the ground up a prototype INIZIO, a luxurious sports car that we expect will achieve speeds up to 200 miles per hour with acceleration from 0 to 60 in 5 seconds~~ and ~~a range of up to 250 miles before recharging. The prototype was built and DOT certification was started. With funding and engineers the certification can be completed.~~Trademarks

~~The~~ We filed three ~~Company~~utility ~~also~~patents, ~~designed~~(non-provisional); each aapplication ~~prototype~~claims ~~WAVE~~the asbenefit aof ~~family~~the ~~car.~~provisional ~~The~~filing ~~Wave~~date isof ~~expected~~July 1, ~~to be available in both two and four door models~~2009. The ~~Wave~~Patent isOffice ~~aerodynamically~~has ~~designed~~issued toa ~~reach~~Notice ~~speeds~~of upAllowance ~~to 80 miles per hour with acceleration from zero to sixty in twelve seconds. Both these innovative vehicles manufactured by Li-ion Motors have no emissions. DOT certification was also begun~~ for the ~~Wave,~~company’s ~~with~~Rechargable ~~funding~~Battery ~~and~~Cathode ~~engineers~~Material patent ~~the certification will be completed~~application.

61. Thermal Management System for Lithium Batteries - Application No: 12829369

~~Table~~It ofhas ~~Contents~~been observed that lithium ion batteries work efficiently and provide the highest mileage at certain predetermined temperatures. Below optimum temperature, efficiency drops off drastically. For example if an electric vehicle can run 100 miles at its battery’s optimum operational temperature, at zero or subzero temperatures the vehicle’s mileage would drop by approximately forty percent. To avoid this, a heating system has been introduced to keep the battery temperature at a certain point to achieve the target mileage while driving during the winter seasons which reach zero or subzero temperatures. The lithium ion battery is also not allowed to charge at zero, subzero or, or below temperatures for safety issues.

~~Commercial~~2. ~~Initiatives~~Rechargeable Battery Cathode Material - Application No. 12829355

On A ~~March~~novel 9,cathode ~~2009,~~material ~~the~~for ~~State of North Carolina issued~~ a rechargeable ~~manufacturing license to the Company~~battery. WeThe ~~can~~patent ~~manufacture~~office ~~our~~has ~~own~~issued ~~original~~a ~~design~~Notice ~~vehicles~~of ~~with Vehicle Identification Number’s (“VIN”), and continue to convert other vehicles~~Allowance. ~~The manufacturing license is currently suspended.~~

~~Since February 2004, the LiVTM series electric vehicles were tested and reviewed by a number of government agencies~~3. ~~The~~Charging ~~testing~~Algorithm of the LiVTM series vehicles by NASA, Arcadis, a contractor to the U.S. Environmental Protection Administration, NYC Taxi Commission, and US Paratransit has been completed. The LiVTM WISE is listed in the catalogue of the Unites States General Services Administration, and these vehicles were available for ~~purchase~~Lithium byBatteries ~~multiple government agencies. The target market for the LiVTM WISE is federal government offices, utility companies, defense organizations and fleet operators. Li~~-~~Ion~~ ~~worked with Zero Truck- USA for commercialization of lithium ion powered heavy duty truck~~Application No. We hope to offer our own, WAVE two and four door electric vehicles and the INIZIO super cars to the US market. The WAVE electric vehicle is targeted at the commuter environment, and the INIZIO super sport car targets the high performance car market. We anticipate that the INIZIO and WAVE will be the front line vehicles for us.12829362

WeThere ~~signed~~are two major charging procedures for charging lithium polymer batteries. One method is to charge at a ~~Space~~constant ~~Act~~current. When ~~agreement~~a ~~with~~target ~~NASA~~voltage is ~~and~~reached ~~several~~the current is kept constant until the current which normally decreases, rises to a certain value. Another method of ~~our~~charging ~~electric~~is ~~vehicles~~step ~~were~~charging ~~driven~~with ~~daily~~a byconstant ~~NASA~~current. In this method, the current is stopped at time intervals until the ~~Kennedy Space Center~~target involtage ~~Florida~~is reached. It has been observed that lithium ion batteries are very sensitive to charge rates, temperatures, thermodynamics and kinetics of all components, electrodes and battery chemistry.

~~Competition~~Table of Contents -6-

~~The~~A ~~discussion~~novel ~~below~~method ~~identifies~~reveals ~~some~~a ofspecific ~~our~~algorithm ~~principal~~to ~~competitors~~efficiently charge inlithium ~~the~~batteries ~~electric~~by ~~vehicle~~adjusting ~~area,~~battery ~~yet~~voltage isand bycurrent nooutput ~~means~~to amatch ~~comprehensive discussion of~~ the ~~companies~~individual ~~competing~~chemistry orof ~~planning~~lithium ~~to compete in this area~~batteries.

~~Until~~The Company ~~recently,~~has ~~the~~also ~~market~~filed oftwo ~~all~~provisional ~~electric~~patents ~~street-legal~~related ~~vehicles was small due~~ to ~~the~~our ~~technological~~battery ~~complexities~~management ofsystem ~~producing competitively priced comparable cars. Green Car reports Nissan sold 9,674 Leafs in 2011~~ and ~~Chevy~~reverse ~~sold~~battery ~~7,671 Volts~~management. Ford sold 8 Electric Focus hatchbacks, Telsa doesn’t release figures, it is estimated they sell about 10 monthly, from the 2011 plug-in sales figures: “It's going to be slow, and the cars cost more than gasoline cars of similar performance. Plug-ins may not reach even 1 percent of global production (or 1 million vehicles of 100 million built worldwide) until the end of the decade. Advances in electric vehicle technology are allowing the industry to begin expanding.”

~~The~~Item ~~Automotive X-prize drew many companies into the challenge of designing electric vehicles~~1A. ~~Aptera,~~Risk ~~RaceAbout, Project TW4XP, Edision2, OptaMotive all entered that competition, and they anticipate producing electric vehicles.~~Factors

~~ZAP has~~You ashould ~~100%~~be ~~plug-in~~particularly ~~electric~~aware ~~car designed in a three-wheeled configuration, two wheels in front, one in the rear. ZAP has sold a three-wheeled city-car and truck called the Xebra since 2006 and has one~~ of the inherent ~~only~~risks ~~electric~~associated ~~vehicle~~with our ~~distribution~~business ~~and service dealer networks in existence~~plan. ~~ZAP~~ ~~has~~These ~~some~~risks ~~dealers~~include ~~throughout~~but ~~the~~are ~~USA~~not aslimited ~~well as a number of international distribution points, including South America and The Middle East.~~to:

~~Tata~~We ~~Motors is~~have ~~India's~~ceased ~~largest~~electric ~~automobile~~vehicle ~~company,~~operations ~~India’s leader~~ in ~~commercial~~North Carolina ~~vehicles~~ and ~~among~~our ~~the~~facility ~~top~~there ~~three~~has inbeen ~~passenger~~foreclosed ~~vehicles~~upon. ~~Tata Motors plans to develop cars that are more fuel efficient, cleaner, with minimum impact to the environment.~~

~~The~~Our ~~Lightning~~facility GTin isMooresville, aNorth ~~battery~~Carolina, was ~~powered~~closed ~~sports~~in ~~car~~May ~~manufactured~~2012, byand ~~the~~all ~~United~~employees ~~Kingdom~~in ~~British~~North ~~Lightning~~Carolina ~~Car~~were ~~Company~~released. ~~that~~Currently, all ongoing work is ~~going~~being ~~into~~performed ~~production~~by consultants. Foreclosure proceedings on the Company’s facility in ~~early~~Mooresville ~~2013~~were ~~with~~initiated ain ~~limited~~July ~~run~~2012 ofby 20the ~~vehicles.~~lenders ~~Reservations~~secured ~~are~~by ~~10,000,~~our Mooresville 12facility,~~000~~ and the 15property was sold pursuant to a foreclosure and sale on August 22,~~000~~ ~~British~~2012. There is ~~Pounds~~no assurance that we will ever be able to resume production of electric vehicles.

~~Employees~~We have incurred substantial losses and anticipate ongoing losses.

AsWe ofdo ~~the~~not ~~date~~have ofrevenues ~~this~~from ~~report,~~our wejoint ventures or substantial sales of our products. We have ~~one~~not ~~employee~~signed ~~and~~any ~~all~~definitive ~~other~~joint ~~work~~venture isagreements ~~being~~to ~~performed~~commercialize any byof ~~consultants~~our products. As ~~Our~~of ~~President~~July ~~and~~31, ~~CEO~~2013, ~~Stacey~~we ~~Fling,~~had ~~has~~cash ~~elected~~on tohand ~~defer~~of ~~her~~$76 ~~salary~~and our liabilities totaled $2,532,392. ~~Our~~For ~~accounting~~the year ~~consultant~~ended isJuly ~~now~~31, in2013, we incurred a ~~minimal~~net ~~capacity~~loss ~~and~~from ~~Holly~~continuing ~~Roseberry~~operations ~~serves~~of in$1,099,873. anOn ~~advisory~~July ~~position~~31, in2013, ~~Las~~we ~~Vegas~~had a working capital deficiency of $2,532,316 ~~Nevada~~and stockholders' deficiency of $2,490,836.

~~Research~~We expect that we will continue to have no or minimal earnings or incur operating losses in the future. Failure to achieve or maintain profitability may materially and adversely ~~Development~~affect ~~Expenditures~~the future value of our common stock.

WeIf ~~incurred~~we ~~research~~do ~~and~~not ~~development~~obtain ~~expenditures~~additional ~~of $483~~financing,~~599~~ in our ~~fiscal~~business will ~~year ended July 31, 2012, and $1,318,267 in our fiscal year ended July 31, 2011~~fail.

7We currently have minimal operating funds and receive no revenues from converted vehicle sales therefore we are unable to commercialize our products. We do not currently have arrangements for additional financing and we may not find such financing as required. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

~~Table~~ We are subject to all of ~~Contents~~the risks of a new business.

~~Patents~~Our business operations are relatively recent; therefore, we face a potentially higher risk of business failure. Our sales revenues are currently nonexistent as of the date of this report. Potential investors should be aware of the difficulties normally encountered by newer companies and ~~Trademarks~~the high rate of failure of such enterprises. The likelihood of success must be considered in light of the many problems including: expenses, difficulties, complications, delays encountered in connection with the commercialization of our products, unanticipated problems relating to product development, arranging and negotiating with joint venture partners, additional costs and expenses that may exceed current estimates. We have limited history upon which to base any assumption as to the likelihood that our business will prove successful, and investors should be aware that there is a substantial risk that we may not generate any significant operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

~~Li-ion~~We ~~Motors~~expect ~~Corp. filed~~to ~~three~~incur ~~utility~~operating ~~patents,~~losses ~~(non-provisional); each application claims the benefit of the provisional filing date of July 1, 2009. The Patent Office has issued a Notice of Allowance~~ for the ~~company’s~~foreseeable ~~Rechargable Battery Cathode Material patent application~~future. ~~Issuance and publication fees are due January 2013.~~

1.This ~~Thermal~~may ~~Management~~adversely ~~System~~affect ~~for~~the ~~Lithium~~timing of ~~Batteries~~bringing ~~- Application~~products ~~No:~~to ~~12829369~~market, as well as the profitability of such products once regulatory approvals are obtained.

ItTable ~~has~~of ~~been~~Contents observed that lithium ion batteries work efficiently and provide the highest mileage at certain predetermined temperatures. Below optimum temperature, efficiency drops off drastically. For example if an electric vehicle can run 100 miles at its battery’s optimum operational temperature, at zero or subzero temperatures the vehicle’s mileage would drop by approximately forty percent. To avoid this, a heating system has been introduced to keep the battery temperature at a certain point to achieve the target mileage while driving during the winter seasons which reach zero or subzero temperatures. The lithium ion battery is also not allowed to charge at zero, subzero or, or below temperatures for safety issues.-7-

2Item 1B. ~~Rechargeable~~Unresolved ~~Battery~~Staff ~~Cathode Material - Application No~~Comments. ~~12829355~~

~~A novel cathode material for a rechargeable battery~~None. ~~The patent office has issued a Notice of Allowance.~~

3.Item ~~Charging Algorithm for Lithium Batteries - Application No~~2. ~~12829362~~Properties.

~~There~~Our ~~are~~principal ~~two~~executive ~~major~~office ~~charging procedures for charging lithium polymer batteries. One method~~ is tolocated in ~~charge~~Las ~~at a constant current. When a target voltage is reached the current is kept constant until the current which normally decreases~~Vegas, ~~rises to a certain value~~Nevada. ~~Another~~ ~~method~~Our ofmailing ~~charging~~address is ~~step~~4894 ~~charging~~Lone Mountain ~~with a constant current~~Rd. In, ~~this~~Suite ~~method~~168, ~~the~~Las ~~current~~Vegas, isNevada ~~stopped at time intervals until the target voltage is reached. It has been observed that lithium ion batteries are very sensitive to charge rates~~89130, ~~temperatures,~~for ~~thermodynamics~~which ~~and~~we ~~kinetics~~pay $25 ofper ~~all components~~month, ~~electrodes~~on ~~and battery chemistry. A novel method reveals~~ a ~~specific~~month ~~algorithm~~ to ~~efficiently~~month ~~charge lithium batteries by adjusting battery voltage and current output to match the individual chemistry of lithium batteries~~basis.

In May 2006, we purchased 40,000 square foot facility at 158 Rolling Hill in Mooresville, North Carolina. The Company’s ~~has~~facility ~~also~~in Mooresville, North Carolina was financed through Bayview Loan Servicing, LLC (“Bayview”) and Frontline Asset Management, Inc. (“Frontline”), which had a second lien on the property. We became delinquent with the mortgage payments, and, following a prior foreclosure filing and new agreement as to payments under the mortgage, on July 12, 2012, Bayview refiled a notice of hearing on foreclosure on its deed of trust and security agreement for a hearing on August 21, 2012, the outstanding amount of the loan at July 31, 2012 being $946,279. A similar notice of foreclosure pursuant to the Frontline deed of trust was filed ~~two~~by ~~provisional~~the ~~patents~~Trustee ~~related~~with the same court on July 25, 2012, noticing a hearing for August 22, 2012. On September 14, 2012, the sale of the property pursuant to ~~our~~the ~~battery~~Frontline ~~management~~August ~~system~~22, 2012 foreclosure and ~~reverse~~sale ~~battery~~was ~~management~~completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., a related holding company, subject to the rights of Bayview, as the holder of the first mortgage on the property. See discussion under the caption “Legal Proceedings” below.

Item 1A3. ~~Risk~~ ~~Factors~~Legal Proceedings.

~~You~~Other ~~should~~than beas ~~particularly~~described ~~aware~~below, ofwe ~~the~~are not ~~inherent~~a ~~risks~~party ~~associated~~to ~~with~~any material legal ~~our~~proceedings ~~business~~and ~~plan.~~to ~~These~~our ~~risks~~knowledge, ~~include~~no ~~but~~such proceedings are ~~not~~threatened ~~limited~~or ~~to:~~contemplated.

WeCaudle ~~have~~& ~~ceased~~Spears ~~electric~~v. ~~vehicle~~EV ~~operations~~Innovations, ~~in North Carolina and our facility there has been foreclosed upon~~Inc.

~~Our~~Caudle ~~facility~~& Spears has obtained a default judgment against the Company in ~~Mooresville~~Mecklenberg County, North Carolina, ~~was~~General ~~closed~~Court, in ~~May~~the ~~2012~~amount of $17,686. ~~and~~This ~~all~~law ~~employees~~firm represented us in ~~North~~our ~~Carolina~~litigation ~~were~~against ~~released.~~Martin ~~Currently~~Koebler, ~~all~~a ~~ongoing~~former ~~work~~employee, iswhom ~~being~~we ~~performed~~successfully bysued ~~consultants.~~for ~~Foreclosure~~return ~~proceedings~~of onCompany ~~the~~property and other damages. The Company’s ~~facility~~is in ~~Mooresville~~settlement ~~were~~negotiations ~~initiated~~with inCaudle ~~July~~& ~~2012~~Spears, bysince ~~the~~its ~~lenders~~judgment ~~secured~~against byMartin ~~our~~Koebler ~~Mooresville~~is ~~facility,~~still in ~~and~~ the ~~property~~collection ~~was~~process. ~~sold~~A ~~pursuant~~payment toagreement ahas ~~foreclosure~~been ~~and~~reached ~~sale~~in onthe ~~August~~amount 22of $2,500 ~~2012~~per month with no interest until paid. ~~There~~The Company is nonot ~~assurance~~current ~~that~~with weits ~~will~~payment ~~ever~~arrangements beand ~~able~~has toa ~~resume~~balance ~~production~~ of ~~electric~~$4,263 ~~vehicles~~still due.

WeInternal ~~have~~Revenue ~~incurred substantial losses and anticipate ongoing losses.~~Service

WeInternal doRevenue ~~not~~Service ~~have~~(“IRS”) served ~~revenues~~the ~~from~~Company ~~our~~with ~~joint~~a ~~ventures~~tax orlien ~~substantial~~dated ~~sales~~March of3, ~~our~~2010 ~~products. We~~in ~~have~~the ~~not~~total ~~signed~~amount ~~any~~of ~~definitive~~$251,928. ~~joint~~Third ~~venture~~quarter ~~agreements~~2009 totaxes ~~commercialize~~are ~~any~~approximately $117,000, ofwhich ~~our~~are ~~products. As~~included ofin ~~July~~total ~~31,~~due. The ~~2012,~~Company wehas ~~had~~been ~~cash~~served onwith ~~hand~~an ofadditional ~~$64.~~tax Atlien ~~that~~dated ~~same~~January ~~date~~19, 2011, ~~our~~in ~~liabilities~~the ~~totaled~~amount of $32,~~351,316~~925. ~~For~~ ~~the~~The ~~year~~Company ~~ended~~had ~~July~~a ~~31,~~payment ~~2012,~~plan wein ~~had~~place awith ~~net~~IRS; ~~loss~~however, ~~from~~the ~~continuing~~Company ~~operations~~is ofarrears ~~$2,312,015. On~~in payments as of July 31, 2012,. The webalance due ~~had~~on athe ~~working~~most ~~capital~~recent ~~deficiency~~statement from ofthe ~~$2,046,537~~IRS ~~and~~is ~~stockholders' deficiency of~~ $2566,~~254,218~~071.

WeJavad expect that we will continue to have no or minimal earnings or incur operating losses in the future. Failure to achieve or maintain profitability may materially and adversely affect the future value of our common stock.Hajihadian

8Tallman Hudders & Sorrentino has obtained a judgment in Lehigh County, Pennsylvania, on behalf of their client Javad Hajihadian, an individual. Mr. Hajihadian had ordered and paid for, the first super car to be produced by the Company in November 2008. The car was in the design stage when it was ordered. Mr. Hajihadian’s attorney subsequently contacted the Company to cancel his contract and have his payment refunded. The parties had reached a settlement agreement and the payment was being refunded with interest.

Table of Contents -8-

IfThe wesettlement doagreement ~~not~~was ~~obtain~~for ~~additional~~$102,500 ~~financing~~and stipulated monthly payments of $10,250 ~~our~~commencing ~~business~~in ~~will~~July ~~fail~~2010. Payments were made through November 2010, totaling $51,250, leaving a balance of five payments or $51,250 still due; which is reflected on the Company’s balance sheet under current liabilities. The Company became delinquent and Mr. Hajihadian proceeded with litigation and on February 4, 2011, a judgment was issued in his favor for $51,750. Management was deposed December 2011, and produced requested documents and information.

We Bayview ~~currently~~Loan ~~have no operating funds and receive no revenues from converted vehicle sales therefore we are unable to commercialize our products. The X-Prize award was of assistance to us; however~~Servicing, we need to obtain financing to complete our business plan. We do not currently have arrangements for additional financing and we may not find such financing as required. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.LLC

The Company’s facility in Mooresville North Carolina was financed through Bayview Loan Servicing, LLC (“Bayview”) secured by a first lien on the Company’s property located at 158 Rolling Hill Road Wein ~~are~~Mooresville. ~~subject~~Frontline Asset Management, Inc. (“Frontline”) holds a note in the amount of $2,000,000 (current balance due of $508,492) secured by a second lien on the property. On July 12, 2012, Bayview refiled a notice of hearing on foreclosure on its deed of trust and security agreement for a hearing on August 21, 2012, the outstanding amount of the loan at July 31, 2012 being $946,279. A similar notice of foreclosure pursuant to ~~all~~the Frontline deed of trust was filed by the ~~risks~~Trustee with the same court on July 25, 2012, noticing a hearing for August 22, 2012, with an amended notice of default, the amount of $508,492 being outstanding under the loan as of July 31, 2012. The Trustee for Frontline also filed in Superior Court of Iredell County North Carolina on July 25, 2012, a ~~new~~notice of ~~business~~foreclosure and sale to take place on August 22, 2012. The Trustee under the Bayview deed of trust on August 21, 2012, filed its notice of foreclosure and sale to take place on September 18, 2012, of the real and personal property securing the deed of trust. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., subject to the rights of Bayview, as the holder of the first mortgage on the property.

~~Our~~Under ~~business~~a ~~operations~~Stipulation ~~are~~Agreement, ~~relatively~~dated July ~~recent;~~18, ~~therefore~~2013, weBayview ~~face~~agreed ato ~~potentially~~suspend ~~higher~~foreclosure ~~risk~~proceedings ofand, ~~business~~if ~~failure.~~four ~~Our~~monthly ~~sales~~payments ~~revenues~~of ~~are~~$7,470 ~~currently~~each ~~nonexistent~~were asmade ofon the 30th ~~date~~day of ~~this report. Potential investors should be aware of~~ the ~~difficulties~~months ~~normally~~August ~~encountered~~through byNovember, ~~newer~~2013, ~~companies~~that ~~and~~it ~~the~~would ~~high~~enter ~~rate~~into ofa ~~failure~~Loan ofAdjustment ~~such~~Agreement, ~~enterprises.~~dated ~~The likelihood~~ as of ~~success~~July ~~must be considered in light of the many problems including: expenses~~18, ~~difficulties~~2013, ~~complications,~~which ~~delays~~would ~~encountered~~extend ~~in connection with~~ the ~~commercialization~~term of ~~our~~Bayview’s ~~products,~~loan ~~unanticipated problems relating~~ to ~~product~~the ~~development,~~same ~~arranging and negotiating with joint venture partners~~date, ~~additional~~would ~~costs~~become ~~and~~effective ~~expenses~~to ~~that~~set ~~may~~the ~~exceed~~unpaid principal ~~current~~balance ~~estimates.~~of Wethe ~~have~~loan ~~limited~~(including ~~history~~unpaid ~~upon~~installments, ~~which~~late tocharges, ~~base~~fees ~~any~~and ~~assumption~~costs) asat to$1,107,515, ~~the~~with ~~likelihood~~a ~~that~~monthly ~~our~~payment of ~~business~~principal ~~will~~and ~~prove~~interest ~~successful~~of $7,470, and ~~investors should be aware that there is~~ a ~~substantial~~maturity ~~risk~~date ~~that~~of weMarch ~~may~~1, ~~not~~2038. ~~generate~~A&S ~~any~~Holdings ~~significant~~has ~~operating~~made ~~revenues~~the orfirst ~~ever~~three ~~achieve~~payments ~~profitable~~under the ~~operations.~~Stipulation IfAgreement, wethe ~~are~~final ~~unsuccessful~~payment inbeing ~~addressing~~due ~~these~~November ~~risks~~30, ~~our business will most likely fail~~2013.

We FINE ~~expect to incur operating losses for the foreseeable future.~~Mobile

~~Our~~Fine ~~management~~Mobile ~~has~~and ~~limited~~The ~~experience~~Company entered into a confession of judgment in ~~products~~relation ~~utilizing~~to ~~electric~~the ~~battery~~X-Prize ~~power~~winnings. The ~~and~~parties ~~with~~agreed ~~negotiating~~to ~~commercial~~a ~~arrangements~~payment arrangement of $10,000 per month for ~~such~~a ~~products~~period of eight (8) months. If a default were to occur, the debtor would then be entitled to exercise confession of judgment in the amount of $120,000 without further delay. The initial payment was wired on December 15, 2011; however, the Company was unable to make any additional payments. On June 18, 2012 Fine Mobile executed the judgment with the Iredell County Sheriff’s Office and on July 2, 2012, the Sherriff took possession of the building located at 158 Rolling Hill Road, Mooresville, NC, seizing all remaining assets.

~~Our~~Depository ~~management~~Trust has limited experience in negotiating licenses and joint ventures to commercialize the types of products we are developing. As a result of this inexperience, there is a high risk we may be unable to complete our business plan and negotiate profitable licenses or joint ventures for our lithium ion battery powered products. Because of the intense competition for our planned products, there is substantial risk that we will not successfully commercialize these products.Company

~~Our~~The ~~products~~Company ~~are~~was ~~highly~~notified ~~regulated~~by an April 16, 2013 letter from The Depository Trust Company (“DTC”) that DTC had determined to impose a restriction on physical deposit and on Deposit/Withdrawal At Custodian (“DWAC”) electronic deposit transactions (referred to as a “deposit chill”) on our common stock. We have engaged special counsel in this matter. The effect of the deposit chill is that no new shares of our common stock will be accepted for deposit with DTC for electronic transfer, until we complete our submissions to DTC, and DTC determines to lift the deposit chill.

~~Our~~Item ~~products are highly regulated~~4. ~~There~~Mine ~~are~~Safety ~~special safety standards in effect for vehicles with a top speed of up to 25 miles per hour~~Disclosures. Marketing vehicles that compete with passenger cars, requires compliance with the full federal safety standards. Regulatory reviews and compliance have already consumed significant time and resources and will continue to do so as we work towards renewing our dealership license and DOT certification for the INIZIO and the WAVE, which are currently at a standstill. This may adversely affect the timing of bringing products to market, as well as the profitability of such products once regulatory approvals are obtained.

~~Our electric powered vehicle business is subject to substantial risks~~None.

~~The~~Table ~~electric battery powered product market is competitive and risky. We are competing against numerous competitors with greater financial resources than us, and due to the difficulties~~ of ~~entry~~Contents ~~into these markets, we may be unsuccessful and not be able to complete our business plan.~~-9-

WePART ~~intend to rely on lithium ion batteries which, if not properly managed, may pose a fire hazard.~~II

~~Item~~Our 1Bshares of common stock trade and have traded on the NASD OTC Bulletin Board since March 4, 2002. ~~Unresolved~~Our ~~Staff~~common ~~Comments~~stock also trades on the OTCQB Tier of the OTC Markets Group. The following table sets forth for our last three fiscal years by quarter the high and low closing prices of our common shares traded on the OTC Bulletin Board:

None.

Period	High		Low
August 1, 2010 to October 31, 2010	$	1.56	$	0.81
November 1, 2010 - January 31, 2011	$	1.01	$	0.55
February 1, 2011 - April 30, 2011	$	1.14	$	0.68
May 1, 2011 - July 31, 2011	$	0.85	$	0.30
August 1, 2011 to October 31, 2011	$	1.98	$	0.65
November 1, 2011 - January 31, 2012	$	1.01	$	0.25
February 1, 2012 - April 30, 2012	$	0.39	$	0.10
May 1, 2012 - July 31, 2012	$	0.13	$	0.05
August 1, 2012 to October 31, 2012	$	0.06	$	0.013
November 1, 2012 - January 31, 2013	$	0.86	$	0.005
February 1, 2013 - April 30, 2013	$	0.33	$	0.17
May 1, 2013 - July 31, 2013	$	0.50	$	0.17

9__________________________________________________________________________________

~~Table~~(1) A one-for-five ofreverse ~~Contents~~split was effective January 26, 2012, and a one-for-ten reverse split was effective December 21, 2012.

~~Item~~The 2.above quotations ~~Properties~~are taken from information provided by Google and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

~~Our~~Holders ~~principal~~of Common ~~executive office is located in Las Vegas, Nevada. Our mailing address is 4894 Lone Mountain Rd., Suite 168, Las Vegas, Nevada 89130, for which we pay $25 per month, on a month to month basis.~~Stock

InAs ~~May~~of ~~2006,~~November ~~we purchased 40~~1,~~000~~ ~~square foot facility at 158 Rolling Hill in Mooresville~~2013, ~~North~~we ~~Carolina. The Company’s facility in Mooresville, North Carolina was financed through Bayview Loan Servicing, LLC (“Bayview”) and Frontline Asset Management, Inc. (“Frontline”), which~~ had a179 second lien on the property. Li-ion became delinquent with the mortgage payments, and, following a prior foreclosure filing and new agreement as to payments under the mortgage, on July 12, 2012, Bayview refiled a notice holders of ~~hearing~~record ~~on foreclosure on its deed~~ of ~~trust~~our ~~and~~common ~~security agreement for a hearing on August 21, 2012, the outstanding amount of the loan at July 31, 2012 being $946,279~~stock. A similar notice of foreclosure pursuant to the Frontline deed of trust was filed by the Trustee with the same court on July 25, 2012, noticing a hearing for August 22, 2012, the amended notice of default in the amount of $660,546 having been given on July 23, 2012. The Trustee for Frontline also filed on July 25, 2012, a notice of foreclosure and sale to take place on August 22, 2012. The Trustee under the Bayview deed of trust on August 21, 2012, filed its notice of foreclosure and sale to take place on September 18, 2012, of the real and personal property securing the deed of trust. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., a related holding company, subject to the rights of Bayview, as the holder of the first mortgage on the property.

~~Item 3. Legal Proceedings.~~Dividends

~~Other~~Our ~~than~~current policy asis ~~described~~to ~~below,~~retain earnings wein ~~are~~order ~~not~~to afinance ~~party~~our tooperations. Our ~~any~~board ~~material~~of ~~legal proceedings~~directors will determine future declaration and topayment ~~our~~of dividends, if ~~knowledge~~any, noin ~~such~~light ~~proceedings~~of ~~are~~the ~~threatened~~then-current orconditions ~~contemplated~~they deem relevant and in accordance with the Nevada Revised Statutes.

~~Caudle~~ Securities &Authorized ~~Spears~~for Issuance v.under EVEquity ~~Innovations,~~Compensation ~~Inc.~~Plans

~~Caudle~~All &stock ~~Spears~~options ~~has~~under ~~obtained~~all aplans default judgment against the Company in Mecklenberg County, North Carolina, General Court, in the amount of $17,686. This law firm represented us in our litigation against Martin Koebler, a former employee, whom we successfully sued for return of Company property and other damages. The Company is in settlement negotiations with Caudle & Spears, since its judgment against Martin Koebler is still in the collection process. A payment agreement has have been ~~reached in the amount of $2,500 per month with no interest until paid~~granted. ~~The Company is not current with its payment arrangements and has a balance of $4,263 still due.~~

~~Internal~~Table ~~Revenue~~of ~~Service~~Contents -10-

~~Internal~~Sales ~~Revenue Service (“IRS”) served the Company with a tax lien dated March 3, 2010 in the total amount~~ of ~~$251,928.~~Unregistered Third quarter 2009 taxes are approximately $117,000, which are included in total due. The Company has been served with an additional tax lien dated January 19, 2011, in the amount of $2,925. The Company had a payment plan in place with IRS; however, the Company is arrears in payments as of July 31, 2012. Management is working with the local IRS office to try and revise the payment agreement. The balance due on the most recent statement from the IRS is $566,071.Securities

Tallman Hudders & Sorrentino has obtained a judgment in Lehigh County, Pennsylvania, on behalf of their client Javad Hajihadian, an individual. Mr. Hajihadian had ordered and paid for, the first super car to be produced by Li-ion Motors in November 2008. The ~~car~~following ~~was~~table insets ~~the~~forth ~~design stage when it was ordered. Mr. Hajihadian’s attorney subsequently contacted~~ the ~~Company~~unreported tosales ~~cancel~~of ~~his~~unregistered securities ~~contract and have his payment refunded. The parties had reached a settlement agreement and the payment was being refunded with interest. The settlement agreement was~~ for $102,500 and stipulated monthly payments of $10,250 commencing in July 2010. Payments were made through November 2010, totaling $51,250, leaving a balance of five payments or $51,250 still due; which is reflected on the ~~Company’s~~last ~~balance~~three ~~sheet under current liabilities~~years. The Company became delinquent and Mr. Hajihadian proceeded with litigation and on February 4, 2011, a judgment was issued in his favor for $51,750. Management was deposed December 2011, and produced requested documents and information.

Date	Title and Amount (1)	Purchaser	Principal Underwriter	Total Offering Price/ Underwriting Discounts

September 13, 2012	1,300,000 shares of common stock issued upon conversion of debt.	Kisumu SA	NA	$0.40/NA

October 5, 2012	1,450,000 shares of common stock issued upon conversion of debt.	Frontline Asset Management	NA	$0.132/NA

November 15, 2012	3,200,000 shares of common stock issued upon conversion of debt.	Kisumu SA	NA	$0.10/NA

November 15, 2012	1,610,000 shares of common stock issued upon conversion of debt.	Bridge Capital	NA	$0.10/NA

December 27, 2012	18,700,000 shares of common stock issued upon conversion of debt.	Frontline Asset Management	NA	$0.03/NA

December 31, 2012	18,000,000 shares of common stock issued upon conversion of debt.	Cameo Properties LLC	NA	$0.01/NA

~~Table~~Item of6. ~~Contents~~Selected Financial Data.

~~Bayview~~Not ~~Loan Servicing, LLC~~applicable.

~~The~~Item Company’s facility in Mooresville North Carolina was financed through Bayview Loan Servicing, LLC (“Bayview”) secured by a first lien on the Company’s property located at 158 Rolling Hill Road in Mooresville7. ~~Frontline Asset~~ Management,'s ~~Inc.~~Discussion (“Frontline”) holds a note in the amount of $2,000,000 (current balance due of $508,492) secured by a second lien on the property.. On July 12, 2012, Bayview refiled a notice of hearing on foreclosure on its deed of trust and ~~security~~Analysis ~~agreement for a hearing on August 21, 2012, the outstanding amount~~ of ~~the~~Financial ~~loan~~Condition at July 31, 2012 being $946,279. A similar notice of foreclosure pursuant to the Frontline deed of trust was filed by the Trustee with the same court on July 25, 2012, noticing a hearing for August 22, 2012, with an amended notice of default, the amount of $508,492 being outstanding under the loan as of July 31, 2012. The Trustee for Frontline also filed in Superior Court of Iredell County North Carolina on July 25, 2012, a notice of foreclosure and ~~sale~~Results ~~to take place on August 22, 2012. The Trustee under the Bayview deed~~ of ~~trust on August 21, 2012, filed its notice of foreclosure and sale to take place on September 18, 2012, of the real and personal property securing the deed of trust~~Operations. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., subject to the rights of Bayview, as the holder of the first mortgage on the property.

~~FINE~~Forward ~~Mobile~~Looking Statements

~~Fine~~This ~~Mobile~~annual ~~and~~report Licontains forward-~~ion~~looking statements that ~~Motors~~involve ~~entered~~risks ~~into~~and ~~a confession of judgment in relation to the X-Prize winnings~~uncertainties. ~~The~~We ~~parties~~use ~~agreed~~words tosuch aas ~~payment arrangement of $10~~anticipate,~~000~~ ~~per month for a period of eight (8) months. If a default were to occur~~believe, ~~the debtor would then be entitled to exercise confession of judgment in the amount of $120~~plan,~~000~~ ~~without further delay. The initial payment was wired on December 15~~expect, ~~2011; however~~future, ~~the~~intend ~~Company~~and ~~was~~similar expressions ~~unable~~ to ~~make~~identify ~~any~~such ~~additional payments~~forward-looking statements. On ~~June~~You ~~18,~~should ~~2012~~not ~~Fine~~place ~~Mobile~~too ~~executed~~much reliance on ~~the~~these forward-looking statements. Our actual ~~judgment~~results ~~with~~are ~~the~~likely ~~Iredell~~to ~~County~~differ materially ~~Sheriff’s~~from ~~Office~~those anticipated ~~and~~in onthese ~~July 2~~forward-looking statements for many reasons, including ~~2012,~~ the ~~Sherriff~~risks ~~took~~faced ~~possession~~by ofus ~~the~~described ~~building~~in ~~located~~this ~~at 158 Rolling Hill Road, Mooresville, NC, seizing all remaining assets~~section.

~~Item~~Recent ~~4. Mine Safety Disclosures.~~Developments

~~None~~Our facility in Mooresville, North Carolina, was closed in May 2012, and all employees in North Carolina were released. Currently, all ongoing work is being performed by consultants. The Company is looking to establish a facility in Quebec Canada, where government incentives will help cover expenses related to research and development and also to license its automotive and battery technologies to other electric vehicle manufacturers.

Table of Contents -11-

~~Table~~Foreclosure proceedings on the Company’s facility in Mooresville were initiated in July 2012 by Bayview Loan Servicing, LLC (“Bayview”) and Frontline Asset Management, Inc. (“Frontline”), with the County of ~~Contents~~Iredell, North Carolina, General Court of Justice, Superior Court Division. The property was sold pursuant to the Frontline notice of foreclosure and sale on August 22, 2012. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., subject to the rights of Bayview, as the holder of the first mortgage on the property.

~~PART~~Under IIa Stipulation Agreement, dated July 18, 2013, Bayview agreed to suspend foreclosure proceedings and, if four monthly payments of $7,470 each were made on the 30th day of the months August through November, 2013, that it would enter into a Loan Adjustment Agreement, dated as of July 18, 2013, which would extend the term of Bayview’s loan to the same date, would become effective to set the unpaid principal balance of the loan (including unpaid installments, late charges, fees and costs) at $1,107,515, with a monthly payment of principal and interest of $7,470, and a maturity date of March 1, 2038. A&S Holdings has made the first three payments under the Stipulation Agreement, the final payment being due November 30, 2013.

~~Item~~Results 5.of ~~Market~~Operations for ~~Registrant's~~the Year ~~Common~~Ended ~~Equity~~July 31, ~~Related Stockholder Matters and Issuer Purchases of Equity Securities.~~2013

~~Our~~Electric ~~shares~~Vehicle of common stock trade and have traded on the NASD OTC Bulletin Board since March 4, 2002. Our common stock also trades on the OTCQB Tier of the Pink OTC Markets. The following table sets forth for our last two fiscal years by quarter the high and low closing prices of our common shares traded on the OTC Bulletin Board:Operations

Period	High		Low
August 1, 2010 to October 31, 2010	$	1.56	$	0.81
November 1, 2010 - January 31, 2011	$	1.01	$	0.55
February 1, 2011 - April 30, 2011	$	1.14	$	0.68
May 1, 2011 - July 31, 2011	$	0.85	$	0.30
August 1, 2011 to October 31, 2011	$	1.98	$	0.65
November 1, 2011 - January 31, 2012	$	1.01	$	0.25
February 1, 2012 - April 30, 2012	$	0.39	$	0.10
May 1, 2012 - July 31, 2012	$	0.13	$	0.05

We sold two of our electric prototype vehicles during the fiscal year ended July 31, 2012 to Frontline Asset Management for $255,000 which was applied to our outstanding debt with them. We have closed our facility in North Carolina and liquidated or wrote off most of our assets with some assets being seized by the sheriff’s department in relation to a court action with FINE Mobile. Other sales during fiscal year ended July 31, 2012, were for vehicle parts totaling $7,795.

~~(1)~~We Ahad ~~one-for-five~~converted ~~reverse~~and ~~split~~manufactured vehicles in Mooresville, North Carolina. We had teams of highly qualified engineers overseeing electrical and mechanical staff, all engineers and staff were released from contracts when the building was ~~effective~~closed ~~January~~just 26prior to foreclosure proceedings. When we had licensed our lithium battery and electric vehicle technology described below, ~~2012~~we hoped to concentrate on sales of our vehicles.

~~The~~Clean ~~above quotations~~Enviro ~~are~~License ~~taken from information provided by Google and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.~~Agreement

~~Holders~~We entered into a License Agreement (“Clean Enviro License Agreement”) with Clean Enviro Tech Corp. in April 2008, providing for our license to Clean Enviro of ~~Common~~our ~~Stock~~patent applications and technologies for rechargeable lithium ion batteries for hybrid vehicles and other applications (“Licensed Products”). Under the Clean Enviro License Agreement, we have the right to purchase our requirements of lithium ion batteries from Clean Enviro, and our requirements of lithium ion batteries shall be supplied by Clean Enviro in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of Clean Enviro. Our cost for lithium ion batteries purchased from Clean Enviro shall be Clean Enviro’s actual manufacturing costs for such batteries for the fiscal quarter of Clean Enviro in which our purchase takes place. On May 25, 2010, the Clean Enviro License Agreement was amended to reflect Clean Enviro’s territory would be the United States, U.S. possessions and territories only, and the Company can license other companies in other parts of the world.

AsClean Enviro agreed to invest a minimum of ~~November~~$1,500,000 16in 2008 and 2009 in development of the technology for the Licensed Products. To date, ~~2012~~Clean Enviro has not met the minimum requirements in the development of technology, weand ~~had~~therefore, ~~176~~is ~~holders~~not in compliance with its obligations under this covenant of ~~record~~the license agreement. The Company has advised Clean Enviro that it will not give notice of ~~our~~default ~~common~~against ~~stock~~them for their failure to comply with this covenant over the term of the License Agreement. With the closure of the Mooresville facility and the loss of the leased space to Clean Enviro, they may be unable to fulfill this agreement.

~~Dividends~~Table of Contents -12-

~~Our~~Lithium ~~current policy~~Electric isVehicle ~~to retain earnings in order to finance our operations~~Corp. Our board of directors will determine future declaration and payment of dividends, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.License Agreement

~~Securities~~Effective ~~Authorized~~May 28, 2010, the Company entered into a ten year license agreement with Lithium Electric Vehicle Corp. (“LEVC”) providing for ~~Issuance~~the Company to license to LEVC certain of the Company’s patent applications and technologies for electric vehicles and other applications. The purpose of the licensee is to expand sales of the Company’s current line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under ~~Equity~~the ~~Compensation~~license ~~Plans~~agreement.

~~All~~The ~~stock~~license ~~options~~agreement ~~under~~consists ~~all~~of ~~plans~~an annual ~~have~~fee ~~been~~of ~~granted~~$500,000 for ten years and an additional $1,750,000 based on a valuation report prepared by an independent third party. LEVC is required to pay $1 million of the license fee during year one for the initial two years and $500,000 each additional year. The Company has received $732,666 from LEVC with a balance due of $267,334 as of July 31, 2012, which is now delinquent. The Company wrote off the balance due from LEVC during the year ended July 31, 2012.

12Cost of Sales

~~Table~~Cost of ~~Contents~~sales as a percentage of net vehicle sales for the fiscal year ended July 31, 2013 was 0% as compared to 177% for the same period in 2012. Cost of sales at July 31, 2012, included $209,947 in inventory write offs due to the facility being closed. Excluding this write off, our cost of sales would have been 97% of our sales.

~~Sales~~General ofand ~~Unregistered~~Administrative ~~Securities~~Expenses

~~The~~General ~~following~~and ~~table~~administrative ~~sets~~(“SG&A”) ~~forth~~expenses decreased to $534,726 for the ~~sales~~fiscal year ended July 31, 2013, as compared to $1,054,901 during the same period in 2012. The decrease was attributable to lender default fees of ~~unregistered~~$200,000. This ~~securities~~was ~~for~~offset by a reduction in: (1) bad debt expense of $506,206; (2) penalties and late fees of $89,088; (3) salaries and related payroll expenses of $61,242; (4) depreciation expense of $48,485; (5) finder’s fees related to debt financing of $25,000; (6) office rental related expenses of $22,889; (7) directors fees of $21,000; and (8) other various expenses of $42,179. Of all SG&A expenses the ~~last~~Company ~~three~~incurred ~~years~~during fiscal 2013, the majority were charges that are expected to be recurring.

Date	Title and Amount (1)	Purchaser	Principal Underwriter	Total Offering Price/ Underwriting Discounts
February 23, 2010	3,749,999 shares of common stock issued as collateral security pursuant to Loan Agreement, dated May 5, 2008, between the Company and Crystal Capital Investments Inc. Shares issued pursuant to anti-dilution provisions in Loan Agreement.	Crystal Capital Investments, Inc.	NA	NA/NA
May 18, 2010	10,000,000 shares of common stock issued as collateral security pursuant to Loan Agreement, dated April 15, 2010, between the Company and Winsor Capital Inc.	Winsor Capital, Inc.	NA	NA/NA
April 29, 2011	1,000,000 shares of common stock issued upon conversion of debt.	Eurolink Corporation	NA	NA/NA
April 29,2011	1,041,212 shares of common stock issued upon conversion of debt.	Kisumu SA	NA	NA/NA
July 14, 2011	20,000,000 shares of common stock issued as collateral security pursuant to Loan Agreement, dated July 14, 2011, between the Company and Cameo Properties LLC. Shares issued pursuant to anti-dilution provisions in Loan Agreement.	Cameo Properties, LLC	NA	NA/NA
September 13, 2012	1,300,000 shares of common stock issued upon conversion of debt.	Kisumu SA	NA	NA/NA
October 5, 2012	1,450,000 shares of common stock issued upon conversion of debt.	Frontline Asset Management	NA	NA/NA

Research and Development Expenses

No set amount has been set aside for research and development ~~Item~~(“R&D”), 6however, all projects and purchases require approval prior to initiation. ~~Selected~~Salaries, ~~Financial~~payroll ~~Data~~taxes, and benefits expensed to R&D for the fiscal year ended July 31, 2013 and July 31, 2012, amounted to $0 and $471,300, respectively. Parts and supplies expensed to R&D was $1,297 and $12,299 for the fiscal year ended July, 2013 and 2012, respectively.

~~Not~~Interest ~~applicable.~~Expense

~~Item~~Interest 7expense decreased to $84,438 for the fiscal year ended July 31, 2013 as compared to $145,088 for 2012. The ~~Management's~~decrease ~~Discussion~~was ~~and~~due ~~Analysis~~to the conversion of ~~Financial~~debt ~~Condition~~to ~~and~~the ~~Results~~Company’s common stock. Interest expense consists primarily of ~~Operations~~interest related to borrowings.

~~Forward~~Other ~~Looking Statements~~Income

~~This~~Other ~~annual~~income ~~report~~for ~~contains~~the ~~forward-looking statements~~year ~~that~~ended ~~involve~~July ~~risks and uncertainties. We use words such as anticipate~~31, ~~believe~~2013, ~~plan,~~consisted primarily ~~expect,~~of ~~future,~~accounting ~~intend~~fees and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from ~~those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section~~CET.

~~Recent~~Effective ~~Developments~~April 16, 2008, Sky Power agreed to lease approximately 5,000 square feet of space (“Leased Space”) in our North Carolina facility, such Leased Space to be suitable for, and utilized by Sky Power for, Sky Power’s developmental and manufacturing operations for Licensed Products pursuant to the License Agreement. The Leased Space is leased on a month-to-month basis at a monthly rental of $3,038 the monthly rental to be escalated five (5%) percent annually. With the closing of the facility in May 2012, and pending foreclosure this lease is null and void.

~~Our~~Table ~~facility~~of inContents Mooresville, North Carolina, was closed in May 2012, and all employees in North Carolina were released. Currently, all ongoing work is being performed by consultants. The Company is looking to establish a facility in Quebec Canada, where government incentives will help cover expenses related to research and development and also to license its automotive and battery technologies to other electric vehicle manufacturers.-13-

13Other income for the year ended July 31, 2012, consisted primarily of (1) interest income from the LEVC Note of $175,479; (2) accounting fees and rental income from Sky Power for $62,083; (3) nonrefundable deposit of $30,000; and (4) forgiveness of debt of $17,435. This income was offset by: (1) write down of lost deposit of $50,000; and (2) other expense of $143.

~~Table~~Net ~~of Contents~~Loss

~~Foreclosure~~Net ~~proceedings~~loss onattributable ~~the~~to ~~Company’s~~common ~~facility~~stockholders infor ~~Mooresville~~the ~~were~~fiscal year ~~initiated~~ended in July ~~2012~~31, ~~by Bayview Loan Servicing~~2013, ~~LLC~~decreased ~~(“Bayview”)~~to ~~and Frontline Asset Management~~$1, ~~Inc. (“Frontline”)~~099,873 ~~with the County of Iredell~~from $2, ~~North Carolina~~312,015 ~~General~~for ~~Court~~the ofprevious ~~Justice,~~fiscal ~~Superior Court Division~~year. ~~The~~Basic ~~property~~and ~~was~~diluted ~~sold~~loss ~~pursuant~~ attributable to ~~the~~common ~~Frontline~~stockholders ~~notice~~per ofshare ~~foreclosure and sale on August 22, 2012. On September 14, 2012, the sale~~ of ~~the~~common ~~property~~stock ~~pursuant~~for to the ~~Frontline~~fiscal ~~foreclosure~~year ~~and~~ended ~~sale~~July ~~was completed~~31, ~~and~~2013 ~~Frontline~~was ~~assigned~~$0.02 toas acompared ~~third party its rights~~ to ~~its~~$0.11 ~~foreclosure~~for ~~bid, subject to~~ the fiscal ~~rights~~year ofended ~~Bayview~~July 31, ~~as the holder of the first mortgage on the property~~2012.

~~Results~~Liquidity ofand ~~Operations~~Capital ~~for the Year Ended July 31, 2012~~Resources

~~Electric~~Since ~~Vehicle~~our ~~Operations~~incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors and borrowings. We expect to finance operations through borrowings and the sale of equity in the foreseeable future as we receive minimal revenue from our current business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.

WeAt ~~sold two of our electric prototype vehicles during the fiscal year ended~~ July 31, ~~2012~~2013, towe ~~Frontline~~had ~~Asset~~liabilities ~~Management~~of ~~for~~ $~~255~~2,~~000~~532,392, ~~which~~as ~~was applied to our outstanding debt~~ compared with ~~them.~~$3,351,316 Weat ~~have~~July ~~closed~~31, ~~our~~2012; ~~facility in North Carolina~~ and ~~liquidated~~a orworking ~~wrote~~capital ~~off~~deficiency ~~most~~ of ~~our assets with some assets being seized by the sheriff’s department in relation to a court action with FINE Mobile. Other sales during fiscal year ended July 31~~$2, ~~2012~~532,316 ~~were~~and ~~for~~stockholders' ~~vehicle~~deficiency ~~parts~~of ~~totaling~~ $72,~~795~~490,836.

WeOur ~~had~~property, ~~converted~~plant and ~~manufactured~~equipment ~~vehicles~~decreased into ~~Mooresville~~$3,267 ~~North~~at July ~~Carolina.~~31, We2013, ~~had~~as ~~teams~~compared ofwith ~~highly qualified engineers overseeing electrical and mechanical staff~~$1,054,931 ~~all~~at ~~engineers~~July ~~and staff were released from contracts when the building was closed just prior to foreclosure proceedings. When we had licensed our lithium battery and electric vehicle technology described below~~31, ~~we hoped to concentrate on sales of our vehicles~~2012.

~~Sky~~We ~~Power~~used ~~License~~net ~~Agreement~~cash in operating activities of $158,326 in the year ended July 31, 2013, as compared with $742,456in 2012, and cash used in investing activities was $0 in 2013, as compared with cash received of $35,285 in 2012.

WeDuring ~~entered~~the ~~into~~year aended ~~License~~July ~~Agreement~~31, ~~(“Sky Power License Agreement”) with Sky Power in April 2008~~2013, ~~providing~~from ~~for~~the ~~our~~issuance ~~license to Sky Power~~ of a ~~our~~promissory ~~patent~~note ~~applications and technologies~~ for ~~rechargeable~~a ~~lithium~~receivable, ~~ion~~we ~~batteries~~advanced ~~for~~$0 ~~hybrid~~to ~~vehicles~~CET and ~~other~~were ~~applications~~repaid ~~(“Licensed Products”)~~$0. ~~Under~~ During the ~~Sky~~year ~~Power~~ended ~~License~~July ~~Agreement~~31, 2013, we ~~have~~received net ~~the~~proceeds ~~right to purchase our requirements~~ of ~~lithium~~$168,228 ~~ion batteries~~ from ~~Sky~~the ~~Power,~~issuance ~~and our requirements~~ of ~~lithium~~promissory ~~ion~~notes ~~batteries~~for ~~shall be supplied by Sky Power in preference to~~debt, and onmade arepayments ~~priority basis as compared with, supply and delivery arrangements in effect for other customers~~ of ~~Sky Power~~$9,005. ~~Our~~Total ~~cost~~cash ~~for~~provided ~~lithium~~by financing ~~ion~~activities ~~batteries~~in ~~purchased from Sky Power shall be Sky Power’s actual manufacturing costs for such batteries for~~ the ~~fiscal~~year ~~quarter~~ended ofJuly ~~Sky Power in which our purchase takes place. On May 25~~31, ~~2010,~~2013 ~~the Sky Power License Agreement~~ was ~~amended to reflect Sky Power’s territory would be the United States~~$159,223 ~~U.S.~~as ~~possessions~~compared ~~and~~to ~~territories only~~$700,342 ~~and the Company can license other companies~~ in ~~other parts of the world~~2012.

~~Sky~~On ~~Power~~February ~~agreed~~26, to2010, ~~invest~~the Company entered into a ~~minimum~~loan agreement with Frontline. The loan provides for payments to the Company of $12,~~500~~000,000 inwith ~~2008~~interest ~~and~~at ~~2009~~a infixed ~~development~~annual rate of ~~the~~12%. On ~~technology~~March ~~for~~1, ~~the~~2012, ~~Licensed~~an ~~Products.~~Addendum Into the ~~initial~~original ~~year~~Promissory ~~under~~Note, ~~the~~dated ~~License~~February ~~Agreement~~26, ~~To date~~2010, ~~Sky~~was ~~Power~~entered ~~has~~into which ~~not~~amended ~~met~~the term of the ~~minimum~~note ~~requirements~~to provide infor interest only payments, due on the ~~development~~last day of ~~technology~~every month until maturity date March 30, 2013, when all principal and ~~therefore,~~accrued isinterest ~~not~~shall inbe ~~compliance~~due ~~with~~and ~~its~~payable. On ~~obligations~~April ~~under~~11, ~~this~~2011, ~~covenant~~Frontline assigned $850,279 of ~~the~~its ~~license~~debt ~~agreement~~to Windsor Capital, Inc. ~~The~~ ~~Company~~(“Windsor”). ~~has~~On ~~advised~~April ~~Sky~~19, ~~Power~~2011, ~~that~~Frontline itpartially ~~will~~assigned $437,309 ~~not~~to ~~give~~Kisumu ~~notice~~S.A. of(“Kisumu”) ~~default~~and ~~against~~Kisumu ~~them~~immediately converted the assigned note for ~~their~~1,041,212 ~~failure~~shares of Common Stock at a fair value price of $0.42 per share. On April 19, 2011, Frontline assigned $420,000 to ~~comply~~Eurolink ~~with~~Corporation (“Eurolink”) ~~this~~and ~~covenant~~Eurolink ~~over~~immediately converted the ~~term~~assigned note for 1,000,000 shares of ~~the~~Common ~~License~~Stock ~~Agreement.~~at ~~With~~a ~~the~~fair ~~closure~~value price of $0.42 per share. On December 27, 2011, Frontline purchased two electric vehicles for $255,000. On the ~~Mooresville~~same ~~facility~~day ~~and~~Frontline assigned $250,000 to Cameo Properties, LLC. On April 26, 2012, the ~~loss~~Company assigned $112,500 of ~~the~~its ~~leased~~note ~~space~~receivable with Clean Enviro to ~~Sky~~Frontline ~~Power,~~which ~~they~~reduced ~~may~~the bebalance ~~unable~~due to ~~fulfill~~Frontline ~~this~~by ~~agreement~~$112,500.

~~Lithium~~On ~~Electric~~April ~~Vehicle~~15, ~~Corp~~2010, the Company entered into a loan agreement for $2,000,000 with Windsor. The loan provided for payments of up to $2,000,000 to the Company with an initial installment of $250,000 and additional installments of up to $1,750,000 with a 10% interest rate. The entire loan amount was secured by 12,000,000 shares of the Company common stock. Each loan installment matured in three years from issuance of the installment. The loan had an anti-dilution clause for the stock issued as collateral. Stock is issued and delivered proportionately to the delivery of funds. ~~License~~The ~~Agreement~~loan was fully funded during the third quarter ending April 30, 2011 with (1) cash advances of $250,000; (2) debt assignment from Frontline of $850,279; (3) accrued interest of $33,534; and (4) $97,528 in cash advance fees.

~~Effective~~Table ~~May 28, 2010, the Company entered into a ten year license agreement with Lithium Electric Vehicle Corp. (“LEVC”) providing for the Company to license to LEVC certain~~ of ~~the~~Contents Company’s patent applications and technologies for electric vehicles and other applications. The purpose of the licensee is to expand sales of the Company’s current line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under the license agreement.-14-

~~The~~On ~~license~~April ~~agreement~~19, ~~consists~~2011, ofWindsor anconverted the ~~annual~~entire ~~fee of~~ $~~500~~2,000,000 ~~for~~outstanding ~~ten~~loan ~~years~~amount ~~and~~for anthe ~~additional $1~~10,~~750~~000,000 ~~based~~collateralized onshares and the Company issued a ~~valuation~~Stock ~~report~~Purchase Warrant ~~prepared~~(“Windsor byWarrant”) anwhich ~~independent~~entitles ~~third~~Windsor, ~~party. LEVC~~for isa ~~required~~three-year period, to ~~pay~~purchase $1at ~~million~~a ofpurchase ~~the~~price ~~license~~of ~~fee~~$.001 per ~~during~~share, ~~year~~on a one ~~for~~time basis and only following the ~~initial~~effectiveness ~~two~~of ~~years~~the ~~and~~first ~~$500,000~~reverse ~~each~~split ~~additional~~of ~~year. The~~the Company’s ~~has~~common ~~received~~stock following ~~$732,666~~the ~~from~~issuance ~~LEVC~~of ~~with~~the aWindsor ~~balance~~Warrant ~~due~~, such number of ~~$267,334~~shares of common stock as ofis ~~July~~equal ~~31,~~to ~~2012~~the difference between 10,000,000 and the number of shares into which issuch ~~now~~10,000,000 ~~delinquent. The~~shares ~~Company~~were ~~has~~changed ~~reflected~~in ~~the~~such ~~delinquent~~first ~~amount~~reverse ~~due~~split, ~~from~~the ~~LEVC~~effect inbeing ~~its~~to ~~accounts~~protect Windsor ~~receivable~~from ~~and~~any ~~has~~dilution ~~established~~to aits ~~reserve~~10,000,000 ~~for~~share ~~doubtful~~holding ~~accounts~~resulting ~~for~~from ~~the~~such ~~entire~~first ~~amount~~reverse split.

The Company entered into a Loan Agreement, dated as of July 14, 2011, with Cameo Properties LLC (“Cameo”) and was amended on October 14, 2011 (the “Amended Loan Agreement”). Each Note issued under the Amended Loan Agreement is due three years from the date of its issuance. The Amended Loan Agreement provides for loans to the Company of up to $750,000 (the “Loan”), with a minimum initial loan of $250,000 within 60 days of the date of the Loan Agreement, and up to an additional $500,000 within the first year and a half from execution of the Amended Loan Agreement. This is not a revolving facility, and any principal repaid by the Company will not be available for additional advances to the Company under the Amended Loan Agreement. The Company cannot, without the Lender’s consent, prepay all or part of the Loan. The notes evidencing the installments of the loans bear interest payable monthly in arrears at the rate of 10% per annum, and mature and are due and payable three years from the date of issuance. On December 27, 2011, Frontline assigned $250,000 of its receivable to Cameo.

~~Table~~Liquidity ~~of Contents~~Issues

~~Cost~~On October 27, 2010, we received the $2,500,000 in funds for the X-Prize award, from the competition sponsored by Progressive Insurance Casualty Company. Those funds have all been used and we need capital to recommence development and marketing of ~~Sales~~our electric vehicles. Given the number of companies competing in this sector and the fact that many of the larger car manufacturers are developing and marketing electric and hybrid vehicles there is no guarantee we will achieve or maintain a place in this market.

~~Cost~~The ofCompany ~~sales~~has substantial asobligations ato ~~percentage of net sales for~~ the ~~fiscal~~Internal ~~year~~Revenue ~~ended~~Service ~~July~~and ~~31,~~other ~~2012,~~creditors. ~~was~~The ~~approximately~~Company ~~177%~~is astrying ~~compared~~ to ~~approximately~~make ~~246%~~payments ~~during~~to the ~~same~~Internal Revenue ~~period~~Service in(IRS) ~~2011. Cost~~for ofdelinquent ~~sales~~payroll ~~at July 31~~taxes, ~~2012,~~and ~~included~~had ~~$209,947~~a plan in ~~inventory~~place ~~write~~with ~~offs~~one ~~due~~of totwo ~~the~~judgment ~~facility being closed. Excluding this write off~~creditors, ~~our~~upon ~~cost~~which ofwe ~~sales would~~ have ~~been 97% of our sales~~ defaulted. ~~Based~~There onis ~~our~~no ~~historical~~assurance ~~review~~that ~~of costs,~~ we ~~expect that cost of sales in the future~~ will ~~remain~~be inable ~~line~~raise onadditional arequired ~~percentage~~capital ~~basis~~to ~~with~~meet ~~our~~obligations ~~historic~~arising from ~~level~~the settlements of ~~approximately~~these ~~105%. If~~obligations ~~sales volumes~~ and ~~prices~~litigation ~~increase~~matters, ~~costs~~as ~~should~~well ~~then~~as ~~reduce~~the assettlement apayments ~~percentage~~with ofthe ~~sales~~IRS, and continue operations.

~~General~~Our current operating funds will not allow any commercialization of our planned products, and ~~Administrative~~therefore ~~Expenses~~we need to obtain additional financing in order to complete our business plan. In addition, our facility in Mooresville, North Carolina, was closed in May 2012, and all employees in North Carolina were released. Currently, all ongoing work is being performed by consultants. Foreclosure proceedings on the Company’s facility in Mooresville were initiated in July 2012 by the lenders secured by our Mooresville facility, and the property was sold pursuant to a foreclosure and sale on August 22, 2012. There is no assurance that we will ever be able to resume production of electric vehicles.

~~General~~We ~~and~~anticipate ~~administrative (“SG&A”) expenses decreased to~~ approximately $12,~~054~~000,~~901for~~000 ~~the~~of ~~fiscal~~additional ~~year~~working ~~ended~~capital ~~July~~will ~~31,~~be required over ~~2012, as compared to $1,448,274 during~~ the ~~same~~next ~~period~~12 months infor ~~2011.~~certification and ~~The~~market ~~decrease~~introduction of ~~was~~these ~~attributable~~products tothrough ~~bad~~joint ~~debt~~venture ~~expense~~partners ofor ~~$523,226 related to the LEVC note~~otherwise. ~~This~~We ~~was~~do ~~offset~~not byhave asufficient cash ~~reduction~~on ~~in:~~hand ~~(1)~~to ~~advertising~~meet ~~and~~these ~~promotion~~anticipated ~~expense of $391~~obligations,~~015;~~ ~~(2)~~which ~~professional~~are ~~fees~~in ofaddition ~~$207,572;~~to ~~(3)~~payments ~~finder’s~~we ~~fees~~will ~~related~~owe to ~~debt~~judgment ~~financing~~creditors of $97,529; (4) travel related expenses of $78,073; (5) insurance expense of $36,897; (6) directors fees of $31,500; (7) utilities of $21,113; (8) warranty expense of $24,600; (9) depreciation expense of $20,095; and ~~(10) other various expenses of $8,204. Of all SG&A expenses~~ the ~~Company incurred during fiscal 2012, the majority were charges that are expected to be recurring~~ IRS.

~~Research~~We do not currently have any additional arrangements for financing, and ~~Development~~we ~~Expenses~~may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

NoTable ~~set~~of ~~amount~~Contents has been set aside for research and development (“R&D”), however, all projects and purchases require approval prior to initiation. Salaries, payroll taxes, and benefits expensed to R&D for the year ending July 31, 2012, amounted to $471,300 and $1,261,478 for year ending July 31, 2011. Parts and supplies, shipping charges, and battery management systems expensed to R&D were $12,299 and $56,789 for the year ending July 31, 2012 and July 31, 2011, respectively. We expect that research and development expenses will continue to remain substantial and grow as we try to bring products to market.-15-

~~Interest~~ Critical Accounting ~~Expense~~Issues

~~Interest~~The ~~expense~~Company's ~~decreased~~discussion toand ~~$145~~analysis of its financial condition and results of operations are based upon the Company's financial statements,~~088~~ ~~for~~which have been prepared in accordance with accounting principles generally accepted in the United ~~fiscal~~States ~~year~~of ~~ended~~America. ~~July~~The ~~31,~~preparation ~~2012~~of asthe financial ~~compared~~statements requires the Company to ~~$422~~make estimates and judgments that affect the reported amount of assets,~~156~~ liabilities, ~~for~~and ~~2011~~expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The ~~decrease~~Company ~~was~~bases ~~due~~its estimates on historical experience and on various assumptions that are believed to be reasonable under the ~~conversion~~circumstances, the results of ~~debt~~which toform the ~~Company’s~~basis ~~common~~for ~~stock~~making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual ~~Interest~~results ~~expense~~may ~~consists~~differ ~~primarily~~from ofthese ~~interest~~estimates under ~~related~~different toassumptions ~~borrowings~~or conditions.

Other ~~Income~~Matters

Effective April 16, 2008, Sky Power agreed to lease approximately 5,000 square feet of space (“Leased Space”) in our North Carolina facility, such Leased Space to be suitable for, and utilized by Sky Power for, Sky Power’s developmental and manufacturing operations for Licensed Products pursuant to the License AgreementNone. The Leased Space is leased on a month-to-month basis at a monthly rental of $3,038 the monthly rental to be escalated five (5%) percent annually. With the closing of the facility in May 2012, and pending foreclosure this lease is null and void.

~~Other~~New ~~income~~Financial ~~for~~Accounting the year ended July 31, 2012, consisted primarily of (1) interest income from the LEVC Note of $175,479; (2) accounting fees and rental income from Sky Power for $62,083; (3) nonrefundable deposit of $30,000; and (4) forgiveness of debt of $17,435. This income was offset by: (1) write down of lost deposit of $50,000; and (2) other expense of $143.Standards

~~Other~~The ~~income~~Financial ~~for~~Accounting ~~the~~Standards ~~year~~Board ~~ended~~(“FASB”) has ~~July~~codified ~~31,~~a ~~2011,~~single ~~consisted~~source ~~primarily~~ of U.S. Generally Accepted Accounting Principles (1“GAAP”), ~~accounting~~the ~~fees~~Accounting ~~and~~Standards ~~rental~~Codification™. Unless ~~income~~needed ~~from~~to ~~Sky~~clarify ~~Power~~a ~~for~~point ~~$72~~to readers,~~625;~~ ~~(2)~~we ~~interest~~will ~~income~~refrain from ~~the~~citing ~~LEVC~~specific ~~Note~~section references when discussing application of ~~$118,440;~~accounting ~~(3)~~principles ~~forgiveness~~or ofaddressing ~~debt~~new ofor ~~$123,621;~~pending ~~and~~accounting ~~(4)~~rule ~~net~~changes. ~~proceeds~~There ~~of $2~~are no recently issued accounting standards that are expected to have a material effect on our financial condition,~~303,790~~ ~~from~~results ~~X-Prize~~of operations or cash flows.

~~Net~~Item ~~Loss~~7A. Quantitative and Qualitative Disclosures About Market Risk.

~~Net~~ Interest Rate ~~loss~~Risk ~~attributable~~- toInterest ~~common~~rate ~~stockholders~~risk ~~for~~refers to fluctuations in the ~~fiscal~~value ~~year~~of ~~ended~~a ~~July~~security ~~31,~~resulting ~~2012,~~from ~~decreased~~changes toin ~~$2,312,015~~the ~~from net~~general ~~earnings~~level of interest ~~$118,921~~rates. ~~for~~Investments ~~the~~that ~~previous~~are ~~fiscal~~classified ~~year.~~as ~~Basic~~cash and ~~diluted~~cash ~~loss~~equivalents ~~attributable~~have tooriginal ~~common~~maturities ~~stockholders~~of ~~per~~three ~~share~~months ofor ~~common~~less. Our ~~stock~~interest ~~for~~income ~~the~~is ~~fiscal~~sensitive ~~year~~to ~~ended~~changes ~~July~~in ~~31,~~the ~~2012,~~general ~~was~~level $0of U.09S. asinterest ~~compared~~rates. We todo ~~earnings~~not ofhave ~~$0.00~~significant short-term ~~for~~investments, and due to the ~~fiscal~~short-term ~~year~~nature ~~ended~~of ~~July~~our 31investments, ~~2011~~we believe that there is not a material risk exposure. Our debt is at fixed interest rates.

15Credit Risk - Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

Table of Contents -16-

~~Liquidity~~Item 8. Financial Statements and ~~Capital~~Supplementary ~~Resources~~Data.

~~Since~~TERRA ~~our~~INVENTIONS ~~incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors and borrowings~~CORP. We expect to finance operations through borrowings and the sale of equity in the foreseeable future as we receive minimal revenue from our current business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.

AtCONSOLIDATED ~~July~~FINANCIAL ~~31, 2012, we had liabilities of $3,351,316, as compared with $4,292,604 at July 31, 2011; and a working capital deficiency of $2,046,537 and stockholders' deficiency of $2,254,218.~~STATEMENTS

~~Our property, plant and equipment decreased to $1,054,931 at~~ July 31, ~~2012,~~2013 as compared with $1,983,739 at July 31, 2011. An impairment of $740,000 was determined after an evaluation of the Company’s facility in North Carolina; as well as some assets were sold for pennies on the dollar, others were seized by the sheriff and ~~most have now been written off.~~2012

WeTable ~~used net cash in operating activities~~ of ~~$742,456~~Contents ~~in the year ended July 31, 2012, as compared with $1,170,778 in 2011, and cash received in investing activities was $35,285 in 2012, as compared with cash used of $135,157 in 2011.~~-17-

~~During~~TABLE ~~the~~OF year ended July 31, 2012, from the issuance of a promissory note for a receivable, we advanced $81,758 to Sky Power and were repaid $22,984. During the year ended July 31, 2012, we received net proceeds of $838,814 from the issuance of promissory notes for debt, and made repayments of $79,698. Total cash provided by financing activities in the year ended July 31, 2012 was $700,342 as compared with $1,309,701 in 2011.CONTENTS

OnReports ~~May~~of 5,Independent ~~2008,~~Registered ~~the~~Accounting ~~Company~~Firms ~~entered~~Consolidated ~~into~~Balance aSheets ~~loan~~as ~~agreement with Crystal Capital Ventures Inc. and on October 1, 2010, the loan was assigned to Starglow Asset, Inc. (“Starglow”). The loan agreement provided for loans to the Company~~ of upJuly ~~to $3~~31,~~000,000,~~ ~~with~~2013 aand ~~minimum~~2012 ~~initial~~Consolidated ~~loan~~Statements of ~~$500,000~~Operations ~~taking~~for ~~place~~Years onEnded ~~May~~July 1931, ~~2008.~~2013 ~~The loan bore an interest payable monthly in arrears at the rate of 10% per annum,~~ and ~~initially~~July ~~matured on May 4~~31, 2012. ~~The~~Consolidated ~~loan~~Statement ~~under the loan agreement was secured by shares~~ of ~~the~~Comprehensive ~~Company’s~~Income ~~common~~(Loss) ~~stock~~for ~~held~~Years byEnded ~~Starglow.~~July ~~The~~31, ~~Company~~2013 ~~was required to issue shares as collateral at the rate of two~~ and ~~one~~2012 ~~half~~Consolidated ~~shares~~Statements of ~~the~~Cash ~~Company’s~~Flows ~~common stock~~ for ~~each dollar principal amount of~~ the ~~loan~~Years ~~advanced~~Ended toJuly ~~the Company. Following disbursement of the first $1~~31,~~000,000~~ of2013 ~~funds~~and ~~pursuant~~July ~~to the loan agreement~~31, on2012 ~~May~~Consolidated ~~27,~~Statement ~~2008, the Company issued 2,500,000 shares~~ of ~~common~~Stockholders’ ~~stock~~Equity as(Deficiency) ~~collateral.~~for ~~After~~ the ~~1:3~~Years ~~reverse~~Ended ~~stock~~July ~~split in February 2009 the Company issued an additional 5~~31,~~000,000~~ ~~shares~~2013 toand ~~make~~July ~~their shares held as collateral total 7~~31,~~500,000.~~ ~~Pursuant~~2012 toNotes ~~the anti-dilution provisions in the loan agreement with the 1:2 reverse stock split of February 1, 2010, the Company issued 3,749,999 shares~~ to ~~again increase~~Financial ~~their holdings to 7~~Statements,~~500,000~~ ~~post~~as ~~reverse~~of ~~stock~~and ~~split~~for ~~shares. In connection with~~ the ~~Company's~~Years ~~20%~~Ending ~~stock~~July ~~dividend~~31, ~~the~~2013 ~~Company~~and ~~issued an additional 1,500,000 common shares to be held as collateral.~~2012

OnTable April 19, 2011, Starglow converted the entire $3,000,000 outstanding loan amount for the 7,500,000 collateralized shares and the Company issued a Stock Purchase Warrant (“Starglow Warrant”) which entitles Starglow, for a three-year period, to purchase at a purchase price of ~~$.001~~Contents per share, on a one time basis and only following the effectiveness of the first reverse split of the Company’s common stock following the issuance of the Starglow Warrant , such number of shares of common stock as is equal to the difference between 7,500,000 and the number of shares into which such 7,500,000 shares were changed in such first reverse split, the effect of the Starglow Warrant being to protect Starglow from any dilution to its 7,500,000 shareholding resulting from such first reverse split.-18-

OnREPORT ~~February~~OF ~~26,~~INDEPENDENT ~~2010,~~REGISTERED ~~the~~PUBLIC Company entered into a loan agreement with Frontline. The loan provides for payments to the Company of $2,000,000 with interest at a fixed annual rate of 12%. On March 1, 2012, an Addendum to the original Promissory Note, dated February 26, 2010, was entered into which amended the term of the note to provide for interest only payments, due on the last day of every month until maturity date March 30, 2013, when all principal and accrued interest shall be due and payable. On April 11, 2011, Frontline assigned $850,279 of its debt to Windsor Capital, Inc. (“Windsor”). On April 19, 2011, Frontline partially assigned $437,309 to Kisumu S.A. (“Kisumu”) and Kisumu immediately converted the assigned note for 1,041,212 shares of Common Stock at a fair value price of $0.42 per share. On April 19, 2011, Frontline assigned $420,000 to Eurolink Corporation (“Eurolink”) and Eurolink immediately converted the assigned note for 1,000,000 shares of Common Stock at a fair value price of $0.42 per share. On December 27, 2011, Frontline purchased two electric vehicles for $255,000. On the same day Frontline assigned $250,000 to Cameo Properties, LLC. On April 26, 2012, the Company assigned $112,500 of its note receivable with SPS to Frontline which reduced the balance due to Frontline by $112,500.ACCOUNTING FIRM

OnTo ~~April 15, 2010,~~ the ~~Company~~Board ~~entered into a loan agreement for $2,000,000 with Windsor. The loan provided for payments~~ of upDirectors ~~to $2,000,000 to the Company with an initial installment of $250,000~~ and ~~additional~~stockholders ~~installments~~ of up to $1,750,000 with a 10% interest rate. The entire loan amount was secured by 12,000,000 shares of the Company common stock. Each loan installment matured in three years from issuance of the installment. The loan had an anti-dilution clause for the stock issued as collateral. Stock is issued and delivered proportionately to the delivery of funds. The loan was fully funded during the third quarter ending April 30, 2011 with (1) cash advances of $250,000; (2) debt assignment from Frontline of $850,279; (3) accrued interest of $33,534; and (4) $97,528 in cash advance fees.

16Terra Inventions Corp.(Formerly Li-ion Motors Corp.)

~~Table~~We have audited the accompanying consolidated balance sheet of ~~Contents~~Terra Inventions Corp. (Formerly Li-ion Motors Corp.) (the Company) as of July 31, 2013, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows for the year ended June 30, 2013. 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 audit.

OnWe ~~April~~conducted ~~19,~~our ~~2011,~~audit ~~Windsor~~in ~~converted~~accordance with the ~~entire~~standards ~~$2,000,000~~of the ~~outstanding~~Public ~~loan~~Company ~~amount~~Accounting ~~for~~Oversight ~~the~~Board ~~10,000,000~~(United ~~collateralized~~States). ~~shares~~Those standards require that we plan and perform the ~~Company~~audits ~~issued~~to aobtain reasonable ~~Stock~~assurance ~~Purchase~~about ~~Warrant~~whether ~~(“Windsor~~the ~~Warrant”)~~consolidated ~~which~~financial ~~entitles~~statements ~~Windsor,~~are ~~for~~free aof ~~three-year~~material ~~period,~~misstatement. The Company is not required to ~~purchase~~have, atnor awere ~~purchase~~we ~~price~~engaged to perform, an audit of $its internal control over financial reporting.~~001~~ ~~per~~Our ~~share,~~audits onincluded consideration aof ~~one~~internal ~~time~~control over financial reporting as a basis ~~and~~for ~~only~~designing ~~following~~audit ~~the~~procedures ~~effectiveness~~that ofare ~~the~~appropriate ~~first~~in ~~reverse~~the circumstances, ~~split~~but ofnot for the ~~Company’s~~purpose ~~common~~of ~~stock~~expressing ~~following~~an opinion on the ~~issuance~~effectiveness of the ~~Windsor~~Company’s ~~Warrant~~internal ,control ~~such~~over financial ~~number~~reporting. ofAccordingly, ~~shares~~we ofexpress ~~common~~no ~~stock~~such asopinion. isAn ~~equal~~audit toalso ~~the~~includes ~~difference~~examining, ~~between~~on 10a test basis,~~000,000~~ ~~and~~evidence supporting the ~~number~~amounts ofand ~~shares~~disclosures ~~into~~in ~~which~~the ~~such~~financial 10statements,~~000,000~~ ~~shares~~assessing ~~were~~the ~~changed~~accounting inprinciples ~~such~~used ~~first~~and ~~reverse~~significant ~~split~~estimates made by management, ~~the~~as ~~effect~~well ~~being~~as toevaluating ~~protect~~the ~~Windsor~~overall ~~from~~financial ~~any~~statement ~~dilution~~presentation. toWe ~~its~~believe ~~10,000,000~~that ~~share~~our ~~holding~~audit ~~resulting~~provides ~~from~~a ~~such~~reasonable basis ~~first~~for ~~reverse~~our ~~split~~opinion.

~~The~~In ~~Company~~our ~~entered~~opinion ~~into~~the afinancial ~~Loan~~statements ~~Agreement,~~referred ~~dated~~to asabove present ~~of July 14~~fairly, ~~2011,~~in ~~with~~all ~~Cameo~~material ~~Properties LLC (“Cameo”) and was amended on October 14~~respects, ~~2011 (~~the ~~“Amended~~consolidated ~~Loan~~financial ~~Agreement”).~~position ~~Each~~of ~~Note~~Terra ~~issued~~Inventions ~~under~~Corp. ~~the~~(Formerly ~~Amended~~Li-ion ~~Loan Agreement is due three years from the date of its issuance~~Motors Corp.) ~~The~~as ~~Amended Loan Agreement provides for loans to the Company~~ of upJuly ~~to $750~~31,~~000~~ ~~(the “Loan”)~~2013, ~~with a minimum initial loan of $250,000 within 60 days of the date of the Loan Agreement,~~ and ~~up to an additional $500,000 within~~ the ~~first~~consolidated ~~year~~results ~~and a half from execution~~ of ~~the~~its ~~Amended~~operations ~~Loan Agreement. This is not a revolving facility,~~ and ~~any~~cash ~~principal~~flows ~~repaid by the Company will not be available~~ for ~~additional advances to~~ the ~~Company~~year ~~under~~then ~~the Amended Loan Agreement. The Company cannot~~ended, ~~without the Lender’s consent, prepay all or part of the Loan. The notes evidencing the installments of the loans bear interest payable monthly~~ in ~~arrears~~conformity with ~~at the rate of 10% per annum, and mature and are due and payable three years from the date of issuance~~U.S. Ongenerally ~~December~~accepted ~~27,~~accounting ~~2011, Frontline assigned $250,000 of its receivable to Cameo~~principles.

~~Liquidity~~The ~~Issues~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in the notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On/s/ ~~October 27~~Sadler, ~~2010,~~Gibb we& ~~received the $2~~Associates,~~500,000~~ in funds for the X-Prize award, from the competition sponsored by Progressive Insurance Casualty Company. Those funds have all been used and we need capital to recommence development and marketing of our electric vehicles. Given the number of companies competing in this sector and the fact that many of the larger car manufacturers are developing and marketing electric and hybrid vehicles there is no guarantee we will achieve or maintain a place in this market.LLC

~~The~~Salt ~~Company~~Lake ~~has substantial obligations to the Internal Revenue Service and other creditors. The Company is trying to make payments to the Internal Revenue Service (IRS) for delinquent payroll taxes~~City, and had a plan in place with one of two judgment creditors, upon which we have defaulted. There is no assurance that we will be able raise additional required capital to meet obligations arising from the settlements of these obligations and litigation matters, as well as the settlement payments with the IRS, and continue operations.UT

~~Our~~November ~~current operating funds will not allow any commercialization of our planned products~~14, and therefore we need to obtain additional financing in order to complete our business plan. In addition, our facility in Mooresville, North Carolina, was closed in May 2012, and all employees in North Carolina were released. Currently, all ongoing work is being performed by consultants. Foreclosure proceedings on the Company’s facility in Mooresville were initiated in July 2012 by the lenders secured by our Mooresville facility, and the property was sold pursuant to a foreclosure and sale on August 22, 2012. There is no assurance that we will ever be able to resume production of electric vehicles.2013

WeTable ~~anticipate approximately $2,000,000~~ of ~~additional~~Contents working capital will be required over the next 12 months for certification and market introduction of these products through joint venture partners or otherwise. We do not have sufficient cash on hand to meet these anticipated obligations, which are in addition to payments we will owe to judgment creditors and the IRS.-19-

WeMadsen do& ~~not currently have any additional arrangements for financing~~Associates, ~~and~~CPA's ~~we may not be able to find such financing if required~~Inc. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

~~Critical~~684 ~~Accounting~~East ~~Issues~~Vine Street

~~The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements~~Murray, ~~which~~UT have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.84107

17REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Table~~Board of ~~Contents~~Directors

~~Other~~Terra ~~Matters~~Inventions Corp.

~~None.~~ Las Vegas, NV

~~New~~We ~~Financial~~have ~~Accounting~~audited ~~Standards~~the accompanying consolidated balance sheets of Terra Inventions Corp. (formerly EV

~~The~~Innovations, ~~Financial~~Inc.) ~~Accounting Standards Board~~ (collectively, the “~~FASB~~Company”) ~~has~~as ~~codified a single source~~ of ~~U.S.~~July ~~Generally~~31, ~~Accepted~~2012 ~~Accounting~~and ~~Principles (“GAAP”)~~2011, and the ~~Accounting~~related ~~Standards~~consolidated ~~Codification™.~~statements ~~Unless~~of ~~needed~~operations, tocomprehensive ~~clarify~~income (loss), astockholders' ~~point~~equity to(deficiency) ~~readers,~~and wecash ~~will~~flows ~~refrain~~for ~~from~~the ~~citing~~years ~~specific~~then ~~section~~ended. These ~~references~~financial ~~when~~statements ~~discussing~~are ~~application~~the responsibility of ~~accounting~~the ~~principles~~Company’s ~~or addressing new or pending accounting rule changes~~management. Our ~~There~~responsibility ~~are~~is ~~no recently issued accounting standards that are expected~~ to ~~have~~express aan ~~material~~opinion ~~effect~~ on ~~our~~these financial ~~condition,~~statements based ~~results~~on ofour ~~operations or cash flows~~audit.

~~Item~~We 7Aconducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those ~~Quantitative~~standards require that we plan and ~~Qualitative~~perform ~~Disclosures~~the ~~About~~audit ~~Market~~to ~~Risk~~obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

~~Interest~~In ~~Rate~~our ~~Risk~~opinion, -the ~~Interest~~2012 ~~rate~~and ~~risk~~2011 ~~refers~~financial tostatements ~~fluctuations~~present fairly, in ~~the~~all ~~value~~material ofrespects, ~~a security resulting from changes in~~ the ~~general~~financial ~~level~~position of ~~interest~~the ~~rates.~~Company ~~Investments that are classified~~ as ~~cash and cash equivalents have original maturities~~ of ~~three~~July ~~months~~31, or2012 ~~less.~~and ~~Our~~2011, ~~interest~~and ~~income is sensitive to changes in~~ the ~~general~~results ~~level~~ of ~~U.S.~~its ~~interest~~operations and ~~rates. We~~its docash ~~not~~flows ~~have~~each ~~significant~~of ~~short-term investments, and due to~~ the ~~short-term~~two ~~nature~~years ofthen ~~our investments~~ended, wein ~~believe~~conformity ~~that~~with ~~there~~accounting isprinciples ~~not~~generally aaccepted ~~material~~in ~~risk~~the ~~exposure. Our~~United States ~~debt~~of ~~is at fixed interest rates~~America.

~~Credit~~As ~~Risk~~discussed -in ~~Our~~Note ~~accounts~~1 ~~receivables~~to ~~are~~the ~~subject,~~consolidated infinancial statements, the ~~normal~~Company ~~course~~has ofchanged ~~business,~~its toaccounting ~~collection~~policy ~~risks.~~of Werecognizing ~~regularly~~revenue ~~assess~~from ~~these~~licensing ~~risks~~agreements. The ~~and~~Company's ~~have~~licensee is ~~established~~in ~~policies~~default ~~and~~in ~~business~~making ~~practices~~timely payments to ~~protect against~~ the ~~adverse~~Company. The ~~effects~~Company's ofrevenue ~~collection~~recognition ~~risks.~~policy Asis ato ~~result~~recognize welicense revenue doonly ~~not~~to ~~anticipate~~the ~~any~~extent ~~material~~the ~~losses~~amount inof ~~this~~payments ~~area~~received.

18The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company did not have any revenue from vehicle sales in 2012 other than from related parties, does not have cash flows to support its current operations and needs to cover expenses in future periods as the Company continues to incur losses from operations. The building where the Company conducts its operations in North Carolina was foreclosed upon and sold to a third party subsequent to the balance sheet date. These factors and others described in Note 1 raise substantial doubt about the Company’s ability to continue as a going concern.

~~Table~~These financial statements do not include any adjustments relating to the recoverability and classification of ~~Contents~~recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.

~~Item~~/s/ 8.Madsen ~~Financial~~& ~~Statements~~Associates, ~~and~~CPA's ~~Supplementary Data~~Inc.

~~LI-ION~~Madsen ~~MOTORS~~& Associates, ~~CORP~~CPA's Inc.

~~CONSOLIDATED~~November ~~FINANCIAL~~19, ~~STATEMENTS~~2012

~~July~~Table ~~31,~~of ~~2012~~Contents ~~and 2011~~-20-

Terra Inventions Corp.
(Formerly Li-ion Motors Corp.)
Consolidated Balance Sheets

	July 31,
	2013			2012
Assets
Current assets:
Cash and cash equivalents	$	76		$	64
Accounts receivable, net of allowance for doubtful accounts of $0 and $561,237, respectively		—			—
Notes receivable, net of allowance for doubtful accounts of $0 and $2,458,602, respectively		—			—
Inventories		—			1,500
Building and building improvements, net		—			1,049,146
Other current assets		—			3,190
Total current assets		76			1,053,900

Property and equipment, net		3,267			5,785
Deferred patent and trademark costs		38,213			37,413
Total assets	$	41,556		$	1,097,098

Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses	$	1,712,910		$	1,538,060
Current portion of long-term debt		717,294			1,460,189
Customer deposits		102,188			102,188
Total current liabilities		2,532,392			3,100,437

Long-term liabilities:
Long-term debt, less current portion		—			250,879
Total liabilities		2,532,392			3,351,316

Commitments and contingencies		—			—

Stockholders' deficiency
Preferred stock, $.001 par value, 5,000,000 shares authorized, 0 issued and outstanding		—			—
Common stock, $.001 par value, 40,000,000 shares authorized, 39,945,517 and 2,650,517 issued
and outstanding at July 31, 2013 and July 31, 2012, respectively.		39,946			2,651
Additional paid-in capital		63,470,061			62,643,216
Accumulated deficit		(65,991,996	)		(64,892,123	)
Accumulated other comprehensive loss		(8,847	)		(7,962	)
Stockholders' deficiency attributable to Terra Inventions Corp.		(2,490,836	)		(2,254,218	)

Non-controlling interests		—			—
Stockholders' deficiency		(2,490,836	)		(2,254,218	)
Total stockholders' deficiency		(2,490,836	)		(2,254,218	)
Total liabilities and stockholders' deficiency	$	41,556		$	1,097,098

See accompanying notes to consolidated financial statements

Table of Contents -21-

TABLE OF CONTENTS

Terra Inventions Corp.
(Formerly Li-ion Motors Corp.)
Consolidated Statements of Operations

	For the Year Ended
	July 31,
	2013			2012
Revenue:
Sales	$	—		$	262,795
License agreement revenue		—			149,333
Total revenue		—			412,128

Costs and expenses:
Cost of sales		—			464,623
General and administrative		534,726			1,054,901
(Gain) loss on disposal of property and equipment		5,552			70,786
Impairment Charge		1,500			740,000
Research and development		1,297			483,599

Total costs and expenses		543,075			2,813,909

Loss from operations		(543,075	)		(2,401,781	)

Other (expenses) income:
Interest (expense)		(84,438	)		(145,088	)
Loss on extinguishment of debt		(483,480	)		—
Other income		11,118			234,854

Loss before provision for (benefit from) income taxes		(1,099,873	)		(2,312,015	)

Provision for (benefit from) income taxes		—			—

Net loss		(1,099,873	)		(2,312,015	)

Less: net loss attributable to non-controlling interest		—			—

Net loss attributable to Terra Inventions Corp.	$	(1,099,873	)	$	(2,312,015	)

Loss per share - basic and diluted:
Loss per common share attributable to Terra Inventions Corp. common shareholders	$	(0.02	)	$	(0.11	)

Weighted average number of shares outstanding - basic and diluted		47,690,045			20,642,347


See accompanying notes to consolidated financial statements

Reports of Independent Registered Accounting Firms	21
Consolidated Balance Sheets as of July 31, 2012 and 2011	22
Consolidated Statements of Operations for Years Ended July 31, 2012 and July 31, 2011	23
Consolidated Statement of Comprehensive Income (Loss) for Years Ended July 31, 2012 and 2011	24
Consolidated Statements of Cash Flows for the Years Ended July 31, 2012 and July 31, 2011	25
Consolidated Statement of Stockholders’ Equity (Deficiency) for the Years Ended July 31, 2012 and July 31, 2011	26
Notes to Financial Statements, as of and for the Years Ending July 31, 2012 and 2011	27

Table of Contents

-22-

Terra Inventions Corp.
(Formerly Li-ion Motors Corp.)
Consolidated Statements of Cash Flows
	For the Year Ended
	July 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,099,873	)	$	(2,312,015	)
Adjustments to reconcile net earnings (loss) to net cash utilized by operating activities
Depreciation		2,518			51,003
Loss on disposal of property and equipment, net		5,552			70,786
Loss on impairment		—			740,000
Loss on disposal of inventory due to facility closure		—			209,947
Loss on finished goods write down		—			31,527
Loss on deposit		—			50,000
Provision for doubtful accounts		—			2,139,079
Licensing fees		—			(1,638,166	)
Non-cash sale of inventories		—			(255,000	)
Default fees on debt		200,000			—
Loss on extinguishment of debt		483,480			—
Increase (decrease) in cash flows from changes in operating assets and liabilities
Inventories		1,500			—
Prepaid expenses and other current assets		3,190			22,278
Deferred patent and trademark costs		(800	)		(1,555	)
Accounts payable and accrued expenses		246,107			390,759
Customer deposits		—			(99	)
Deferred revenue		—			(241,000	)
Net cash used in operating activities		(158,326	)		(742,456	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of property and equipment		—			35,825
Additions to property and equipment		—			—
Net cash provided by investing activities		—			35,825

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on notes receivable		—			(81,758	)
Payments received on notes receivable		—			22,984
Proceeds from issuance of debt		168,228			838,814
Payments on debt		(9,005	)		(79,698	)
Net cash provided by financing activities		159,223			700,342

Effect of exchange rate changes on cash and cash equivalents		(885	)		1,235

CHANGE IN CASH AND CASH EQUIVALENTS
Net increase (decrease) in cash and cash equivalents		12			(5,054	)
Cash and cash equivalents at beginning of period		64			5,118
Cash and cash equivalents at end of period	$	76		$	64

SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest	$	—		$	20,470
Income taxes	$	—		$	—

Table of Contents -23-

Madsen & Associates, CPA's Inc.

Terra Inventions Corp.
(Formerly Li-Ion Motors Corp.)
Consolidated Statements of Cash Flows (continued)

	For the Year Ended
	July 31,
		2013		2012
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Assignment of note receivable with Clean Enviro Tech Corp. to Frontline Asset Management debt	$	70,860	$	112,500
Shares issued for debt	$	180,660	$	—
Fixed assets foreclosed on	$	1,246,724
Property and equipment, inventories and electric vehicles exchanged for payment on debt	$	—	$	255,000
Assignment of debt from Frontline Asset Management to Cameo Properties, LLC	$	—	$	250,000

See accompanying notes to consolidated financial statements

~~684~~Table ~~East~~of ~~Vine~~Contents ~~Street~~-24-

~~Murray,~~Terra UTInventions ~~84107~~Corp.

~~REPORT~~(Formerly OFLi-ion ~~INDEPENDENT~~Motors ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Corp.)

~~Board~~Notes ofto ~~Directors~~Consolidated Financial Statements

~~Li-ion~~For ~~Motors~~the ~~Corp.~~Years Ended and as of July 31, 2013 and 2012

~~Las~~Note ~~Vegas,~~1. NVFinancial Statement Presentation

WeHistory ~~have~~and ~~audited~~Nature ~~the accompanying consolidated balance sheets~~ of ~~Li-ion Motors Corp. (formerly EV~~Business

~~Innovations,~~Li-ion ~~Inc~~Motors Corp.) ~~(collectively,~~was incorporated under the ~~“Company”)~~laws asof the State of ~~July~~Nevada 31on April 12, ~~2012~~2000. ~~and~~On ~~2011~~November 30, ~~and~~2012, ~~the~~Li-ion ~~related~~Motors ~~consolidated~~merged ~~statements~~with ofits ~~operations~~wholly owned subsidiary, ~~comprehensive~~Terra ~~income~~Inventions, Corp. (~~loss),~~the ~~stockholders'~~“Company” ~~equity~~or ~~(deficiency~~“Terra”) and ~~cash~~as ~~flows~~a ~~for~~result of the ~~years~~merger ~~then~~the ~~ended~~name of the Company was changed. ~~These~~ ~~financial~~The name ~~statements~~Terra ~~are~~was ~~the~~effective ~~responsibility~~for oftrading ~~the~~purposes ~~Company’s~~on ~~management~~December 21, 2012. ~~Our~~ ~~responsibility~~The Company is tocurrently ~~express~~pursuing anthe ~~opinion~~development onand ~~these~~marketing of ~~financial~~electric ~~statements~~powered vehicles and products based on ~~our~~the ~~audit~~advanced lithium battery technology it has developed.

WeEffective ~~conducted~~April ~~our~~15, ~~audits~~2008, inthe ~~accordance~~Company ~~with~~entered ~~the~~into ~~standards~~a ofLicense Agreement ~~the~~(“License ~~Public~~Agreement”) ~~Company~~with ~~Accounting~~Sky ~~Oversight~~Power ~~Board~~Solutions, ~~(United~~now ~~States). Those~~Clean ~~standards~~Enviro ~~require~~Tech ~~that~~Corp. we(“CET”), ~~plan~~CET ~~and~~providing for ~~perform~~their ~~the~~license ~~audit~~ to ~~obtain~~CET ~~reasonable~~of ~~assurance~~their ~~about~~patent ~~whether~~applications ~~the~~and ~~consolidated~~technologies ~~financial~~for ~~statements~~rechargeable ~~are~~lithium ~~free~~ion ofbatteries ~~material~~for ~~misstatement. We~~electric ~~were~~vehicles and ~~not~~other ~~engaged~~applications to(“Licensed ~~perform~~Products”). anUnder ~~audit~~the ofLicense Agreement, the Company’s ~~internal~~has ~~control~~the ~~over~~right ~~financial~~to ~~reporting. Our~~purchase ~~audit~~their requirements ~~included~~of ~~consideration~~lithium ofion ~~internal~~batteries ~~control~~from ~~over~~CET, ~~financial~~and ~~reporting~~their asrequirements aof ~~basis~~lithium ~~for~~ion ~~designing~~batteries ~~audit~~shall ~~procedures~~be ~~that~~supplied ~~are~~by ~~appropriate~~CET in ~~the circumstances~~preference to, ~~but~~and ~~not~~on ~~for~~a ~~the~~priority ~~purpose~~basis ofas ~~expressing~~compared anwith, ~~opinion~~supply onand ~~the~~delivery ~~effectiveness~~arrangements in effect for other customers of ~~the~~CET. The Company’s cost ~~internal~~for ~~control~~lithium ~~over~~ion ~~financial~~batteries ~~reporting.~~purchased Anfrom ~~audit~~CET ~~also~~shall ~~includes~~be ~~examining,~~CET’s onactual amanufacturing ~~test~~costs ~~basis,~~for ~~evidence~~such ~~supporting~~batteries for the ~~amounts~~fiscal quarter ~~and~~of ~~disclosures~~CET in which the ~~consolidated~~Company’s ~~financial~~purchase ~~statements~~takes place. On May 25, ~~assessing~~2010, the ~~accounting~~license ~~principles~~agreement ~~used~~was amended to reflect Clean Enviro Tech’s territory would only be the United States and ~~significant~~US ~~estimates~~possessions ~~made~~and byterritories ~~management,~~and aswe ~~well~~can aslicense ~~evaluating~~to ~~the~~other companies ~~overall~~in ~~consolidated~~other ~~financial~~parts ~~statement~~of ~~presentation~~the world. We ~~believe~~The ~~that~~Company ~~our~~issued ~~audit~~a ~~provide~~license to a ~~reasonable~~firm ~~basis~~ for ~~our~~the ~~opinion~~rights in Canada in 2010.

InUnder ~~our~~the ~~opinion,~~terms of the ~~2012~~license ~~and~~agreement, ~~2011~~CET ~~financial~~had ~~statements~~agreed to ~~present~~invest ~~fairly~~a minimum of $1,500,000 in ~~all~~each ~~material~~of ~~respects,~~ the ~~financial~~following ~~position~~two years(2009 and 2010)in development of the ~~Company~~technology asfor ofthe ~~July~~Licensed Products. 31To date, ~~2012~~CET ~~and~~has ~~2011,~~not ~~and~~met the ~~results~~minimum ofrequirements ~~its~~in ~~operations~~the development of technology, and therefore, is not in compliance with its ~~cash~~obligations ~~flows~~under ~~each~~this covenant of the ~~two~~license ~~years~~agreement. The ~~then~~Company ~~ended,~~has inadvised ~~conformity~~CET ~~with~~that ~~accounting~~it ~~principles~~will ~~generally~~not ~~accepted~~give innotice of ~~the~~default ~~United~~against ~~States~~them for their failure to comply with this covenant over the term of ~~America~~the License Agreement.

AsThe ~~discussed~~Company inentered ~~Note~~into 1a toten ~~the~~year ~~consolidated~~license ~~financial~~agreement ~~statements~~with Lithium Electric Vehicle Corp. (“LEVC”) on May 28, 2010, providing for the Company ~~has~~to ~~changed~~license ~~its~~to ~~accounting~~LEVC ~~policy~~certain of ~~recognizing~~the Company’s ~~revenue~~patent ~~from~~applications ~~licensing~~and ~~agreements. The~~technologies ~~Company's~~for ~~licensee~~electric isvehicles inand ~~default~~other inapplications. ~~making~~The ~~timely~~purpose ~~payments~~of the license was to expand sales of the Company~~. The Company'~~’s ~~revenue~~current ~~recognition~~line ~~policy~~of isproducts toby ~~recognize~~the ~~license~~manufacture ~~revenue~~and ~~only~~sale toof ~~the~~such ~~extent~~products ~~the~~in ~~amount~~Canada, ofwhich ~~payments~~is LEVC’s ~~received~~exclusive territory under the license agreement.

The ~~accompanying~~license ~~financial~~agreement ~~statements~~consisted ~~have~~of ~~been~~an ~~prepared~~annual ~~assuming~~fee ~~the~~of ~~Company~~$500,000 for ~~will~~ten ~~continue~~years asand aan ~~going~~additional ~~concern. The~~$1,750,000 ~~Company~~based ~~did~~on ~~not~~a ~~have~~valuation ~~any~~report ~~revenue~~prepared ~~from~~by ~~vehicle~~an ~~sales~~independent inthird ~~2012~~party. LEVC was ~~other~~required ~~than~~to ~~from~~pay ~~related~~$1 ~~parties,~~million ~~does~~of ~~not~~the ~~have~~license ~~cash~~fee ~~flows~~during toyear ~~support~~one ~~its~~for ~~current~~the ~~operations~~initial two years and ~~needs~~$500,000 toeach ~~cover~~additional ~~expenses~~year. The Company inhad ~~future~~received ~~periods~~$732,666 asfrom ~~the~~LEVC ~~Company~~with ~~continues~~a tobalance ~~incur~~due ~~losses~~of ~~from~~$267,334 ~~operations~~as of July 31, 2012. The ~~building~~Company ~~where~~reflected the delinquent ~~Company~~amount ~~conducts~~due ~~its~~from ~~operations~~LEVC in ~~North~~its ~~Carolina~~accounts ~~was~~receivable ~~foreclosed upon~~ and ~~sold~~had toestablished a ~~third~~reserve ~~party~~for ~~subsequent~~doubtful toaccounts for the ~~balance~~entire ~~sheet date~~amount. ~~These~~ In ~~factors~~addition, ~~and~~the ~~others~~note ~~described~~of in$1,750,000 ~~Note~~had 1been ~~raise~~reflected ~~substantial~~on ~~doubt~~the ~~about~~books of the Company’s. ~~ability~~Due to ~~continue~~LEVC ashaving no assets to secure the note, the Company recorded a ~~going~~reserve ~~concern~~for doubtful accounts for the entire note amount of $1,750,000.

~~These~~On ~~financial~~February ~~statements~~19, do2013, ~~not~~the ~~include~~Company ~~any~~and ~~adjustments~~LEVC ~~relating~~amended to the ~~recoverability~~License Agreement and ~~classification~~both parties have agreed that; (1) Terra Inventions will own 49% of ~~recorded~~LEVC ~~assets~~in exchange for the balance of any funds due to Terra in connection with the license agreement; (2) LEVC intends to further develop Terra’s technology in Canada. In exchange for this agreement Terra will have full access to these developments made by LEVC for Terra’s use, orincluding further development in the ~~amounts~~United ~~and~~States; ~~classifications~~(3) LEVC will retain ownership of ~~liabilities~~further developments only; (4) Terra and LEVC also agree that ~~might~~LEVC will be ~~necessary~~doing inR&D ~~the~~and ~~event~~develop ~~the~~free ~~Company~~energy ~~cannot~~technology ~~continue~~and inwind ~~existence~~turbine technology to achieve higher efficiency for electric vehicles.

~~/s/~~Table ~~Madsen~~of &Contents ~~Associates, CPA's Inc.~~-25-

~~Madsen~~By &Terra ~~Associates~~providing the platform, ~~CPA's~~technology ~~Inc~~and BMS system for electric vehicles to LEVC, LEVC will also allow Terra to further develop these technologies in the United States; and (5) both parties understand that LEVC will own these technologies accept for rights hereby granted to Terra for the USA.

~~November~~During 19the first quarter of the fiscal year ending July 31, 2013, ~~2012~~the Company reversed the receivable for the license fees of $267,334 and the note receivable of $1,750,000 by offsetting the reserve for doubtful accounts. These transactions did not have an effect on the Company’s financials. See Note 3.

21Basis of Presentation

~~Table~~ Going ~~of Contents~~Concern

~~Li-ion~~The ~~Motors~~Company’s ~~Corp~~financial statements for the year ended July 31, 2013, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any cash revenue from vehicle sales in 2013. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses, as the Company continues to incur losses from operations.

~~Consolidated~~Since ~~Balance~~its ~~Sheets~~incorporation, the Company financed its operations through advances and loans from its controlling shareholders. The Company expects to finance operations through the sale of equity or other investments as well as continued advances from shareholders for the foreseeable future, as the Company does not expect to receive significant revenue from vehicle sales until the required certifications have been received. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

	July 31,
	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	64		$	5,118
Accounts receivable, net of allowance for doubtful accounts of $561,237 and $0, respectively		-			-
Notes receivable, net of allowance for doubtful accounts of $2,458,602 and $762,327, respectively		-			1,750,000
Inventories		1,500			380,558
Building and building improvements, net		1,049,146
Other current assets		3,190			193,893
Total current assets		1,053,900			2,329,569
Property and equipment, net		5,785			1,983,739
Deferred patent and trademark costs		37,413			35,858
Total assets	$	1,097,098		$	4,349,166
Liabilities and Stockholders' Equity (Deficiency)
Current liabilities:
Accounts payable and accrued expenses	$	1,538,060		$	1,156,136
Current portion of long-term debt		1,460,189			399,407
Customer deposits		102,188			102,287
Deferred license agreement revenue		-			324,333
Total current liabilities		3,100,437			1,982,163
Long-term liabilities:
Long-term debt, less current portion		250,879			939,608
Deferred license agreement revenue, less current portion		-			1,370,833
Total liabilities		3,351,316			4,292,604
Commitments and contingencies		-			-
Stockholders' equity (deficiency)
Preferred stock, $.001 par value, 5,000,000 shares authorized, 0 issued and outstanding		-			-
Common stock, $.001 par value, 400,000,000 shares authorized, 26,423,470 and 26,423,470 issued and 26,423,470 and 6,423,470 outstanding at July 31, 2012 and July 31, 2011, respectively.		26,423			26,423
Additional paid-in capital		62,619,444			62,639,444
Accumulated deficit		(64,892,123	)		(62,580,108	)
Accumulated other comprehensive loss		(7,962	)		(9,197	)
		(2,254,218	)		76,562
Less: Treasury stock, 20,000,000 shares at cost at July 31, 2011		-			(20,000	)
Stockholders' equity (deficiency) attributable to Li-ion Motors Corp.		(2,254,218	)		56,562
Non-controlling interests		-			-
Stockholders' equity (deficiency)		(2,254,218	)		56,562
Total stockholders' equity (deficiency)		(2,254,218	)		56,562
Total liabilities and stockholders' equity (deficiency)	$	1,097,098		$	4,349,166

The Company’s facility in Mooresville, North Carolina was financed through Bayview Loan Servicing, LLC (“Bayview”). Frontline Asset Management, Inc. (“Frontline”), had a second lien on the property. Li-ion became delinquent with the mortgage payments, and, following a prior foreclosure filing and new agreement as to payments under the mortgage, on July 12, 2012, Bayview refiled a notice of hearing on foreclosure on its deed of trust and security agreement for a hearing on August 21, 2012, the outstanding amount of the loan at July 31, 2012 being $946,279. A similar notice of foreclosure pursuant to the Frontline deed of trust was filed by the Trustee with the same court on July 25, 2012, noticing a hearing for August 22, 2012, the amended notice of default in the amount of $660,546 having been given on July 23, 2012. The Trustee for Frontline also filed on July 25, 2012, a notice of foreclosure and sale to take place on August 22, 2012. The Trustee under the Bayview deed of trust on August 21, 2012, filed its notice of foreclosure and sale to take place on September 18, 2012, of the real and personal property securing the deed of trust. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., a related holding company, subject to the rights of Bayview, as the holder of the first mortgage on the property.

~~See~~As ~~accompanying~~of ~~notes~~the tofiling ~~consolidated~~of ~~financial~~this ~~statements~~Report, the Company does not have any substantive plan on where its facilities will be or how it will continue the manufacturing process of its electric vehicles.

22The Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include adjustments that might result from the outcome of these uncertainties. The Company has reduced the workforce to a few consultants, even if financing is obtained qualified engineers and technicians that would need to be hired may not be readily available.

~~Table~~Common ~~of Contents~~Stock

~~Li-ion~~On ~~Motors~~December ~~Corp~~13, 2011, the Board of Directors unanimously approved an amendment to the Company’s Articles of Incorporation to decrease the authorized number of shares of common stock from 300 million shares, par value $.001 per share, to 60 million shares, par value $.001 per share. The Company filed the amendment with the Secretary of State of Nevada on December 14, 2011.

~~Consolidated~~Table ~~Statements~~ of ~~Operations~~Contents -26-

	For the Year Ended
	July 31,
	2012			2011
Revenue:
Sales	$	262,795		$	7,013
License agreement revenue		149,333			704,167
Total revenue		412,128			711,180
Costs and expenses:
Cost of sales		464,623			17,243
General and administrative		1,054,901			1,448,274
Loss on disposal of property and equipment		70,786			-
Impairment charge		740,000			-
Research and development		483,599			1,318,267
Total costs and expenses		2,813,909			2,783,784
Loss from operations		(2,401,781	)		(2,072,604	)
Other (expenses) income:
Interest expense		(145,088	)		(422,156	)
Other income		234,854			2,613,681
Earnings (loss) before provision for (benefit from) income taxes		(2,312,015	)		118,921
Provision for (benefit from) income taxes		-			-
Net earnings (loss)		(2,312,015	)		118,921
Less: Net earnings (loss) attributable to non-controlling interest		-			-
Net earnings (loss) attributable to Li-ion Motors Corp	$	(2,312,015	)	$	118,921
Earnings (loss) per share - basic and diluted:
Earnings (loss) per common share attributable to Li-ion Motors Corp. common shareholders	$	(0.09	)	$	0.00
Weighted average number of shares outstanding - basic and diluted		26,423,470			26,127,867

Effective January 26, 2012, the Financial Industry Regulatory Authority (“FINRA”) approved a one-for-five reverse split of the common stock.

~~See~~Our ~~accompanying~~Board ~~notes~~of Directors unanimously approved an amendment to ~~consolidated~~our ~~financial~~Articles ~~statements~~of Incorporation to increase the authorized number of shares of common stock from 60,000,000 shares, par value $.001 per share, to 400,000,000 shares, par value $.001 per share, on July 20, 2012. On the same date we received the written consent from shareholders of our company holding a majority (75.69%) of the outstanding shares of our common stock. We filed the amendment with the Secretary of State of Nevada on August 30, 2012, and the amendment was effective on that date.

23Our Board of Directors unanimously approved an amendment to our Articles of Incorporation to decrease the authorized number of shares of common stock from 400,000,000 shares, par value $.001 per share, to 40,000,000 shares, par value $.001 per share, on November 29, 2012. On the same date we received the written consent from shareholders of our company holding a majority (75.69%) of the outstanding shares of our common stock. We filed the amendment with the Secretary of State of Nevada on November 29, 2012, and the amendment was effective on that date.

~~Table~~Effective December 31, 2012, FINRA approved a one-for-ten reverse split of ~~Contents~~the common stock. All share and per share amounts have been restated to reflect the one-for-ten reverse stock split.

~~Li-ion~~All ~~Motors~~shares ~~Corp~~and per share information has been revised to give retroactive effect to the reverse stock splits.

~~Consolidated~~Note ~~Statement~~2. Summary of ~~Comprehensive~~Significant ~~Income~~Accounting ~~(Loss)~~Policies

	For the Year Ended
	July 31,
	2012			2011
Net earnings (loss)	$	(2,312,015	)	$	118,921
Other comprehensive income
Currency translation adjustment		1,235			(761	)
Comprehensive income (loss)		(2,310,780	)		118,160
Comprehensive income (loss) attributable to noncontrolling interest		-			-
Comprehensive income (loss) attributable to Li-ion Motors Corp	$	(2,310,780	)	$	118,160

Basis of Consolidation

~~See~~The ~~accompanying~~consolidated ~~notes~~financial statements included the accounts and records of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company does not have any special purpose entities. For those consolidated subsidiaries in which the company's ownership is less than 100 percent (100%), the outside stockholders' interests are shown as non-controlling interest. The non-controlling interest of the company's earnings or loss is classified as net income (loss) attributable to non-controlling interest in the consolidated ~~financial~~statement ~~statements~~of operations.

24The following is a listing of the Company's subsidiaries and its ownership interests:

Table of Contents

Global Hybrid Corp.	67.57	%
R Electric Car, Co.	67.57	%
Solium Power, Corp.	67.57	%
Hybrid Technologies USA Distributing Inc.	100	%
Hybrid Electric Vehicles India Pvt. Ltd.	100	%
Li-ion Motors of Canada	100	%

~~Li-ion Motors Corp.~~Reclassifications

~~Consolidated~~Certain ~~Statements~~prior ofperiod ~~Cash~~amounts ~~Flows~~have been reclassified to conform with current period other income presentations.

	For the Year Ended
	July 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)	$	(2,312,015	)	$	118,921
Adjustments to reconcile net earnings (loss) to net cash utilized by operating activities
Depreciation		51,003			71,099
Loss on disposal of property and equipment, net		70,786			-
Impairment charge		740,000			-
Loss on disposal of inventory due to facility closure		209,947			-
Loss on finished goods write down		31,527			-
Loss on deposit		50,000			-
Provision for doubtful accounts		444,346			(78,880	)
Licensing fees		56,567			(204,167	)
Non-cash sale of inventories		(255,000	)		-
Increase (decrease) in cash flows from changes in operating assets and liabilities
Note receivable, net		-			(1,750,000	)
Inventories		-			(345,558	)
Employee advances		-			10,000
Prepaid expenses and other current assets		22,278			(142,890	)
Deferred patent and trademark costs		(1,555	)		(11,600	)
Bank overdraft		-			(14,104	)
Accounts payable and accrued expenses		390,759			(140,598	)
Customer deposits		(99	)		2,287
Deferred revenue		(241,000	)		1,314,712
Net cash used in operating activities		(742,456	)		(1,170,778	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of property and equipment		35,825			-
Additions to property and equipment		-			(135,157	)
Net cash used in investing activities		35,825			(135,157	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on notes receivable		(81,758	)		(208,587	)
Payments received on notes receivable		22,984			287,467
Proceeds from issuance of debt		838,814			2,403,163
Payments on debt		(79,698	)		(1,172,342	)
Net cash provided by financing activities		700,342			1,309,701
Effect of exchange rate changes on cash and cash equivalents		1,235			(761	)
		-
CHANGE IN CASH AND CASH EQUIVALENTS
Net increase (decrease) in cash and cash equivalents		(5,054	)		3,005
Cash and cash equivalents at beginning of period		5,118			2,113
Cash and cash equivalents at end of period	$	64		$	5,118
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest	$	20,470		$	394,927
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Property and equipment and inventories exchanged for payment on debt	$	255,000		$	-
Assignment of note receivable with Sky Power Solutions Corp. to Frontline Asset Management debt	$	112,500		$	-
Shares issued for debt	$	-		$	5,857,309

Use of Estimates

~~See~~The ~~accompanying~~preparation ~~notes~~of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to ~~consolidated~~make ~~financial~~estimates ~~statements~~and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.

25Table of Contents -27-

~~Table~~ The policies discussed below are considered by management to be critical to an understanding of ~~Contents~~the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.

~~Li-ion~~Fair ~~Motors~~Value ~~Corp.~~Measurements

~~Consolidated~~The ~~Statement~~Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of ~~Stockholders'~~the ~~Equity~~asset ~~(Deficiency)~~or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:

~~For~~Level ~~the~~1 ~~Periods~~- ~~Ended~~Observable Asinputs ~~Noted~~such as quoted market prices in active markets

	Number of Common Shares		Common Shares $0.01 Par Value		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Treasury Stock at Cost			Non-Controlling Interest		Comprehensive Income (Loss)			Total
Balance - August 1, 2010		6,015,227	$	6,015	$	56,782,543		$	(62,699,029	)	$	(8,436	)	$	-		$	-				$	(5,918,907	)
Issuance of stock for conversion of promissory notes		408,243		408		5,856,901			-			-			-			-					5,857,309
Common stock issued as collateral on loan		20,000,000		20,000		-			-			-			(20,000	)		-					-
Foreign currency translation		-		-		-			-			(761	)		-			-	$	(761	)		(761	)
Net earnings		-		-		-			118,921			-			-			-		118,921			118,921
Comprehensive income																			$	118,160			-
Balance - July 31, 2011		26,423,470		26,423		62,639,444			(62,580,108	)		(9,197	)		(20,000	)		-					56,562
Common stock issued as collateral on loan released to lender		-		-		(20,000	)		-			-			20,000			-					-
Foreign currency translation		-		-		-			-			1,235			-			-	$	1,235			1,235
Net earnings		-		-		-			(2,312,015	)		-			-			-		(2,312,015	)		(2,312,015	)
Comprehensive income																			$	(2,310,780	)		-
Balance - July 31, 2012		26,423,470	$	26,423	$	62,619,444		$	(64,892,123	)	$	(7,962	)	$	-		$	-				$	(2,254,218	)

Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable

~~See~~Level ~~accompanying~~3 - ~~notes~~Unobservable inputs about which little or no market data exists, therefore requiring an entity to ~~consolidated~~develop ~~financial~~its ~~statements~~own assumptions

26The Company has other financial instruments, such as receivables, accounts payable and other liabilities which have been excluded from the tables above. Due to the short-term nature of these instruments, the carrying value of receivables, accounts payable and other liabilities approximate their fair values. The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of July 31, 2013.

~~Table~~Non-financial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment on the occurrence of ~~Contents~~a triggering event or in the case of goodwill, on at least an annual basis. The Company's annual test on its long-lived assets indicated that the carrying value of its long-lived assets was recoverable and that no impairment existed as of the testing date.

~~Li-ion~~Cash ~~Motors~~and ~~Corp.~~Cash Equivalents

~~Notes~~Cash toand ~~Consolidated~~cash ~~Financial~~equivalents ~~Statements~~consist of highly liquid investments, which are readily convertible into cash with original maturities of three months or less.

~~For~~ Accounts ~~the Years Ended and as of July 31, 2012 and 2011~~Receivable

~~Note~~The 1Company provides credit to customers in the normal course of business. ~~Financial~~An ~~Statement~~allowance ~~Presentation~~for accounts receivable is estimated by management based in part on the aging of receivables and historical transactions. Periodically management reviews accounts receivable for accounts that appear to be uncollectible and writes off these uncollectible balances against the allowance accordingly.

~~History and Nature of Business~~Inventories

~~Li-ion~~Inventories ~~Motors~~are ~~Corp~~stated ~~was~~at ~~incorporated under~~ the ~~laws~~lower of ~~the~~cost ~~State~~or ofmarket ~~Nevada~~using the onfirst-in, ~~April~~first-out ~~12,~~(“FIFO”) ~~2000~~method. The Company ismay ~~currently~~write ~~pursuing~~down ~~the~~its ~~development~~inventory ~~and~~for ~~marketing~~estimated ofobsolescence ~~electric~~or ~~powered~~unmarketable inventory ~~vehicles~~equal ~~and~~to ~~products~~the ~~based~~difference onbetween the ~~advanced~~cost ~~lithium~~of ~~battery~~inventory ~~technology~~and itthe ~~has~~estimated ~~developed~~market value based upon assumptions about future demand and market conditions.

OnTable ~~April 16, 2008, the Company sold their controlling interest~~ of ~~approximately~~Contents 69% of the outstanding common stock in Zingo, Inc. (presently Sky Power Solutions Corp., “SPS”). Prior to April 16, 2008, SPS was a related party that provided telecommunication services to business and residential customers utilizing VOIP technology and currently is researching and developing rechargeable lithium ion batteries.-28-

~~Effective~~Property ~~April 15, 2008, the Company entered into a License Agreement (“License Agreement”) with SPS providing for their license to SPS of their patent applications~~ and technologies for rechargeable lithium ion batteries for electric vehicles and other applications (“Licensed Products”). Under the License Agreement, the Company has the right to purchase their requirements of lithium ion batteries from SPS, and their requirements of lithium ion batteries shall be supplied by SPS in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of SPS. The Company’s cost for lithium ion batteries purchased from SPS shall be SPS’s actual manufacturing costs for such batteries for the fiscal quarter of SPS in which the Company’s purchase takes place. On May 25, 2010, the license agreement was amended to reflect Sky Power’s territory would only be the United States and US possessions and territories and we can license to other companies in other parts of the world. The Company issued a license to a firm for the rights in Canada in 2010.Equipment

~~Under~~Property ~~the~~and ~~terms~~equipment ofare ~~the~~recorded ~~license~~at ~~agreement,~~cost ~~SPS~~less ~~has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products~~accumulated depreciation. ToDepreciation ~~date, SPS has not met the minimum requirements in the development~~ of ~~technology,~~property and ~~therefore,~~equipment isare ~~not~~accounted ~~in compliance with its obligations under this covenant of the license agreement. The Company has advised SPS that it will not give notice of default against them~~ for ~~their~~by ~~failure~~methods ~~to comply with this covenant~~ over the ~~term~~following ofestimated ~~the~~useful ~~License Agreement.~~lives:

Effective May 28, 2010, the Company entered into a ten year license agreement with Lithium Electric Vehicle Corp. (“LEVC”) providing for the Company to license to LEVC certain of the Company’s patent applications and technologies for electric vehicles and other applications. The purpose of the licensee is to expand sales of the Company’s current line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under the license agreement.

	Lives	Methods

Building Improvements	39 Years	Straight Line
Furniture and Fixtures	10 years	Accelerated
Software	3-5 years	Straight Line
Computers	5 years	Straight Line

~~The~~Significant ~~license~~improvements ~~agreement~~are ~~consists of an annual fee of $500~~capitalized,~~000~~ ~~for~~while ~~ten years~~ maintenance and anrepairs ~~additional~~are ~~$1,750,000~~charged ~~based on a valuation report prepared by an independent third party. LEVC is required~~ to ~~pay~~operations ~~$1 million of the license fee during year one for the initial two years and $500,000 each additional year. The Company has received $732,666 from LEVC with a balance due of $267,334~~ as ~~of July 31, 2012, which is now delinquent~~incurred. ~~The Company has reflected the delinquent amount due from LEVC in its accounts receivable and has established a reserve for doubtful accounts for the entire amount.~~

~~The~~Evaluation ~~Company~~of isLong-Lived ~~currently in discussions with LEVC regarding the delinquency.~~Assets

The ~~note~~Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of ~~$1,750,000~~Long-Lived ~~has~~Assets”. ~~been~~An ~~reflected~~impairment onexists when the ~~books~~carrying amount of the long-lived ~~Company~~assets is not recoverable and exceeds its fair value. ~~Due~~The tocarrying ~~LEVC~~amount ~~having~~of noa ~~assets~~long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to ~~secure~~result from the ~~note,~~use and eventual disposition of the ~~Company~~asset. ~~has~~If ~~recorded~~an impairment aexists ~~reserve~~the ~~for~~resulting ~~doubtful~~write-down ~~accounts~~would ~~for~~be the ~~entire~~difference ~~note~~between ~~amount~~the fair market value of ~~$1,750,000~~the long-lived asset and the related net book value.

27Deferred Patent Costs

~~Table~~The Company capitalizes costs directly incurred in pursuing patent applications as deferred patent costs. When such applications result in an issued patent, the related costs are amortized over the remaining legal life of ~~Contents~~the patents, which is assumed to be 17 years, using the straight-line method. On a quarterly basis, the Company reviews the issued patents and pending patent applications and if the Company determines to abandon a patent application, or an issued patent no longer has economic value, the unamortized balance in deferred patent costs relating to that patent is immediately expensed. As of July 31, 2013, the Company’s patents were in the approval processing phase.

~~Basis~~Revenue ~~of Presentation~~Recognition

~~Going~~The ~~Concern~~Company recognizes revenue in accordance with the guidance contained in Financial Accounting Standards Board Accounting Standards Codification 605, “Revenue Recognition”, (“ASC 605”) and other relevant accounting literature. Revenue is recognized when the product has been delivered and title and risk of loss have passed to the customer, collection of the resulting receivable is deemed reasonably assured by management, persuasive evidence of an arrangement exists and the sale price is fixed and determinable.

~~The~~Revenue ~~Company’s~~received ~~financial~~from ~~statements for~~ the ~~year~~sale ~~ended~~of ~~July~~license ~~31,~~agreements ~~2012,~~is ~~have~~earned over ~~been~~the ~~prepared~~life onof athe ~~going~~agreement. ~~concern~~Revenue ~~basis~~received ~~which~~but ~~contemplates~~not ~~the~~earned ~~realization~~is ofclassified ~~assets~~as ~~and~~deferred ~~settlement~~revenue ofon ~~liabilities and commitments in~~ the ~~normal~~Company's ~~course~~consolidated balance ~~of business~~sheet. The Company ~~did~~has ~~not~~changed ~~have~~its ~~any~~accounting ~~cash~~policy of recognizing revenue from ~~vehicle~~licensing ~~sales in 2012~~agreements. ~~Management~~ ~~recognized~~The ~~that the~~ Company’s licensee ~~continued~~is ~~existence~~in isdefault ~~dependent~~in ~~upon~~making ~~its~~timely ~~ability~~payments to ~~obtain~~the ~~needed~~Company. ~~working~~The ~~capital~~Company’s ~~through~~revenue ~~additional~~recognition ~~equity~~policy ~~and/or~~is ~~debt~~to ~~financing~~recognize license ~~and~~ revenue only to ~~cover~~the ~~expenses,~~extent as the ~~Company~~amount ~~continues~~of topayments ~~incur losses from operations~~received.

~~Since~~The ~~its incorporation, the~~ Company ~~financed~~typically ~~its~~has ~~operations~~a ~~through~~twenty-four ~~advances~~month ~~and~~warranty policy ~~loans~~for ~~from~~workmanship ~~its controlling shareholders~~defects. The Company ~~expects~~establishes toan ~~finance~~accrual ~~operations through the sale of equity or other investments as well as continued advances from shareholders~~ for ~~the~~warranty ~~foreseeable~~work ~~future,~~and asexpenses the ~~Company~~amount ~~does~~over ~~not~~a ~~expect~~two ~~to receive significant revenue from vehicle sales until the required certifications have been received~~year period. ~~There is no guarantee that the Company will be successful in arranging financing on acceptable terms.~~

~~The~~Customer Company’s facility in Mooresville, North Carolina was financed through Bayview Loan Servicing, LLC (“Bayview”) and Frontline Asset Management, Inc. (“Frontline”), which had a second lien on the property. Li-ion became delinquent with the mortgage payments, and, following a prior foreclosure filing and new agreement as to payments under the mortgage, on July 12, 2012, Bayview refiled a notice of hearing on foreclosure on its deed of trust and security agreement for a hearing on August 21, 2012, the outstanding amount of the loan at July 31, 2012 being $946,279. A similar notice of foreclosure pursuant to the Frontline deed of trust was filed by the Trustee with the same court on July 25, 2012, noticing a hearing for August 22, 2012, the amended notice of default in the amount of $660,546 having been given on July 23, 2012. The Trustee for Frontline also filed on July 25, 2012, a notice of foreclosure and sale to take place on August 22, 2012. The Trustee under the Bayview deed of trust on August 21, 2012, filed its notice of foreclosure and sale to take place on September 18, 2012, of the real and personal property securing the deed of trust. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., a related holding company, subject to the rights of Bayview, as the holder of the first mortgage on the property.Deposits

AsThe ofCompany ~~the~~receives ~~filing~~advances offrom ~~this~~customers ~~Report,~~for ~~the~~automobiles to ~~Company~~be ~~does~~manufactured ~~not~~in ~~have~~the ~~any~~future. ~~substantive~~The ~~plan~~Company onapplies ~~where~~these ~~its~~advances ~~facilities~~against ~~will~~future bebillings. orAs ~~how~~of itJuly ~~will~~31, ~~continue~~2013 ~~the~~and ~~manufacturing~~2012, ~~process~~customer deposits ofamounted ~~its~~to ~~electric~~$102,188 ~~vehicles~~and $102,188, respectively.

~~The~~Table Company’s ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of ~~factors,~~Contents including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include adjustments that might result from the outcome of these uncertainties. The Company has reduced the workforce to a few consultants, even if financing is obtained qualified engineers and technicians that would need to be hired may not be readily available.-29-

~~Common~~Shipping ~~Stock~~and Handling

OnShipping ~~June~~and ~~24,~~handling ~~2011,~~costs ~~the~~related ~~Board of Directors unanimously approved an amendment~~ to ~~the~~services Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 100 million shares, par value $.001 per share, to 300 million shares, par value $.001 per share. The Company filed the amendment with the Secretary of State of Nevada on August 10, 2011, after mailing a Definitive Information Statement to the Company’s stockholders and ~~the~~product sales ~~amendment~~are ~~was~~expensed ~~effective~~as ~~August 10, 2011~~incurred.

On December 13, 2011, the Board of Directors unanimously approved an amendment to the Company’s Articles of Incorporation to decrease the authorized number of shares of common stock from 300 million shares, par value $.001 per share, to 60 million shares, par value $.001 per share. The Company filed the amendment with the Secretary of State of Nevada on December 14, 2011.Advertising

~~Effective~~Advertising ~~January~~costs ~~26,~~are ~~2012,~~expensed ~~the~~as ~~Financial~~incurred ~~Industry~~and ~~Regulatory~~are ~~Authority~~included in ~~approved~~general aand ~~one-for-five~~administrative ~~reverse~~expenses. ~~split~~Total ofadvertising ~~the~~expenditures ~~common~~for ~~stock. All~~the ~~share~~year ~~and~~ended ~~per~~July ~~share~~31, ~~amounts~~2013 ~~have~~and ~~been~~2012, ~~restated~~amounted to ~~reflect~~$1,340 and ~~the~~$5,019, ~~one-for-five reverse stock split~~respectively.

28Research and Development

~~Table~~No ofset ~~Contents~~amount has been set aside for research and development (“R&D”), however, all projects and purchases require approval prior to initiation. Salaries, payroll taxes, and benefits expensed to R&D for the year ending July 31, 2013 and 2012, were $0 and $471,300, respectively. Parts and supplies; battery and motor management systems; and shipping charges were $1,297 and $12,299, for the year ending July 31, 2013 and July 31, 2012, respectively. The Company expects the research and development expenses will continue to remain substantial and grow as the Company aggressively moves to bring products to market.

~~All~~Concentration ~~shares~~of ~~and per share information has been revised to give retroactive effect to the reverse stock split.~~Risk

~~Our~~The ~~board~~Company ofmaintains ~~directors~~cash ~~unanimously~~deposit ~~approved~~accounts anand ~~amendment~~may tohave certificates ~~our Articles~~ of ~~Incorporation~~deposits towhich ~~increase~~at ~~the~~times ~~authorized~~may ~~number~~exceed offederally ~~shares~~insured ~~of common stock from 60,000,000 shares, par value $~~limits.~~001~~ ~~per~~These ~~share,~~accounts tohave ~~400,000,000~~not ~~shares,~~experienced ~~par~~any ~~value~~losses ~~$.001 per share, on July 20, 2012. On~~ and the ~~same~~Company ~~date~~believes weit ~~received~~is ~~the~~not ~~written~~exposed ~~consent~~to ~~from~~any ~~shareholders~~significant ofcredit ~~our~~risk ~~company~~related ~~holding~~to ~~a majority (75~~cash.~~69%) of the outstanding shares of our common stock. We filed the amendment with the Secretary of State of Nevada on August 30, 2012, and the amendment was effective on that date.~~

~~Note~~Income ~~2. Summary of Significant Accounting Policies~~taxes

~~Basis~~Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of ~~Consolidation~~assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

~~The~~Foreign ~~consolidated~~Currency financial statements included the accounts and records of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company does not have any special purpose entities. For those consolidated subsidiaries in which the company's ownership is less than 100 percent (100%), the outside stockholders' interests are shown as non-controlling interest. The non-controlling interest of the company's earnings or loss is classified as net income (loss) attributable to non-controlling interest in the consolidated statement of operations.Translation

The ~~following~~functional currency for some foreign operations is athe local ~~listing~~currency. The reporting currency is the US Dollar. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the ~~Company's~~average ~~subsidiaries~~exchange rate for the period. Translation adjustments in future periods will be recorded in Other Comprehensive Income (Loss). The translation loss for the year ended July 31, 2013, was $885 and ~~its~~the ~~ownership~~translation ~~interests:~~gain for the year ended July 31, 2012, was $1,235.

Global Electric, Corp.	67.57	%
R Electric Car, Co.	67.57	%
Solium Power, Corp.	67.57	%
Hybrid Technologies USA Distributing Inc.	100	%
Hybrid Electric Vehicles India Pvt. Ltd.	100	%

Comprehensive Loss

~~Reclassifications~~The Company reports comprehensive loss in accordance with the requirements of FASB ASC 220-10-15, “Comprehensive Income”, and (“ASC 220-10-15”). For the years ended July 31, 2013 and 2012, the difference between net loss and comprehensive loss was foreign currency translation.

~~Certain~~Net ~~prior~~Loss ~~period~~Per ~~amounts~~Common ~~have been reclassified to conform with current period other income presentations.~~Share

~~Use~~Basic loss per common share is computed by dividing the net loss by the weighted average number of ~~Estimates~~common shares outstanding during the specified period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. All potentially dilutive securities have been excluded from the computations for the year ending July 31, 2013, as their effect is anti-dilutive.

~~The~~Table ~~preparation~~ of ~~financial~~Contents statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-~~going basis, the Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long~~30-lived assets and goodwill, income taxes, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.

~~Fair~~Recently ~~Value~~Issued ~~Measurements~~ Pronouncements

~~The~~FASB ~~Company~~has ~~utilizes~~codified the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a ~~recurring~~single ~~basis~~source orof ~~on a nonrecurring basis during the reporting period~~U. ~~The~~S. ~~fair~~Generally ~~value~~Accepted Accounting ~~is an exit price~~Principles, ~~representing~~ the ~~price~~Accounting ~~that~~Standards ~~would~~Codification™. beUnless ~~received~~needed to ~~sell~~clarify ana ~~asset~~point ~~or paid~~ to ~~transfer~~readers, awe ~~liability~~will inrefrain from anciting ~~orderly~~specific ~~transaction~~section ~~between~~references ~~market~~when ~~participants~~discussing ~~based~~application ~~upon the best use~~ of ~~the~~accounting ~~asset~~principles or ~~liability~~addressing atnew ~~the measurement date. The Company utilizes market data~~ or ~~assumptions~~pending ~~that~~accounting rule ~~market~~changes. ~~participants~~There ~~would~~are ~~use~~no inrecently ~~pricing~~issued ~~the~~accounting ~~asset~~standards orthat ~~liability. The~~are ~~accounting~~expected ~~guidance~~to ~~establishes~~have a ~~three-tier~~material ~~fair~~effect ~~value~~on ~~hierarchy,~~our ~~which~~financial ~~prioritizes~~condition, results ~~the~~of ~~inputs~~operations ~~used~~or incash ~~measuring fair value~~flows. ~~These tiers are defined as follows:~~

~~Level~~Note 13. ~~- Observable~~Notes ~~inputs such as quoted market prices in active markets~~Receivable

~~Level~~As of July 31, 2012, the Company had a note receivable balance with CET of $708,602. On October 2, ~~- Inputs~~2012 ~~other~~the ~~than~~Company ~~quoted~~sold ~~prices~~its interest in ~~active~~the ~~markets~~receivable ~~that~~to ~~are~~Frontline ~~either~~Asset ~~directly~~Management or(“Frontline”) for ~~indirectly~~$0.10 ~~observable~~on the dollar which reduced the Company’s debt with Frontline to $70,786. The entire note receivable had previously been reserved for in its entirety; therefore, we had a $70,786 credit in our bad debt expense which is included in the general and administrative expenses on the Company’s consolidated statement of operations for the year ending July 31, 2013.

~~Level~~During 3the -year ~~Unobservable~~ending ~~inputs~~July ~~about~~31, ~~which~~2013, ~~little~~the orCompany noadvanced $0 ~~market~~and ~~data~~$0 ~~exists~~was repaid by CET. During year ending July 31, ~~therefore~~2012, ~~requiring~~the Company advanced CET $81,758 of which $22,984 was repaid in payments through a reimbursement for a leased employee and $112,500 through an ~~entity~~assignment of debt to ~~develop~~Frontline. ~~its~~As ~~own~~of ~~assumptions~~July 31, 2013 and July 31, 2012, an allowance for doubtful accounts in the amount of $0 and $708,602, respectively was recorded against the note receivable, reducing the amount to $0.

29On November 26, 2010, LEVC issued the Company a Secured Promissory Note (“LEVC Note”) in the amount of $1,750,000 in accordance with the license agreement. The LEVC Note bore an interest of ten (10%) percent per annum on the outstanding amount of the loan and accrued for the first 12 months during which the outstanding amount, or any portion thereof is outstanding. Commencing for the first month following the first year and for all subsequent months during which any portion of the amount is outstanding, LEVC would monthly interest payments in arrears on the first day of the month following the month for which the interest payment is made on the outstanding amount of the LEVC Note, including any accrued unpaid interest thereon. The outstanding amount and any accrued but unpaid interest thereon would be repaid in full by LEVC within sixty (60) days of receiving written demand for repayment by the Company. LEVC would have the right to repay the LEVC Note in whole or in part, at any time without notice, bonus or penalty. The LEVC Note is secured by LEVC’s (1) inventory; (2) equipment, other than inventory; (3) receivables; and (4) all other property, including leasehold interests, chattel paper, documents of title, securities, instruments, money and intangibles. In addition, the LEVC Note included a conversion right in which the Company could convert the LEVC Note if LEVC began trading on the TSX Venture Exchange. The conversion clause stipulated that the LEVC Note would be converted at a price the greater of fifteen cents ($0.15) per share or ninety percent (90%) of the average ten (10) day trading price and if the conversion of the LEVC Note resulted in a fractional share, LEVC would, in lieu of issuing such fractional share, pay to the Company an amount equal to the conversion value of the fractional share. The Company had recorded a reserve for doubtful accounts for the entire note amount of $1,750,000.

~~Table~~The Company recognized interest income of ~~Contents~~$0 and $175,479, none of which has been received, in accordance to the terms of the LEVC Note for the year ending July 31, 2013 and 2012, respectively. The Company had reflected the amount due from LEVC in its accounts receivable and had established a reserve for doubtful accounts for the entire amount and is included in general and administrative expenses on the Company’s consolidated statement of operations.

AsDue ofto ~~July~~the ~~31,~~execution ~~2012,~~of the ~~Company~~amended ~~held~~License ~~certain~~Agreement ~~financial assets that are measured at fair value~~ on February a19, ~~recurring~~2013 ~~basis. These~~with ~~consisted~~LEVC, ofthe ~~cash~~Company ~~and~~reversed ~~cash equivalents. The fair values of~~ the ~~cash~~accounts and ~~cash~~note ~~equivalents~~receivables isof ~~determined~~$382,123 ~~based on quoted market prices in public markets~~ and ~~is categorized as Level~~ $1~~. The~~,750,000, ~~Company~~respectively, ~~does~~by offsetting ~~not~~it ~~have~~with ~~any~~the ~~financial~~established ~~assets~~reserve ~~measured~~for atdoubtful ~~fair~~accounts. ~~value~~This onhad a ~~recurring~~zero ~~basis~~effect ason ~~Level 3 and there were no transfers in or out of Level 1, Level 2 or Level 3 during~~ the ~~years~~Company’s ~~ended~~Consolidated ~~July 31, 2012 and 2011~~Balance Sheet.

~~The~~Table ~~following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as~~ of ~~July~~Contents -31~~, 2012 and 2011.~~-

			Assets at Fair Value as of July 31, 2011 and 2010 Using
			Quoted Prices in Activated Markets for Identical Assets		Significant Other Observable Inputs		Significant Observable Inputs
	Total		(Level 1)		(Level 2)		(Level 2)
July 31, 2012
Cash and Cash Equivalents	$	64	$	64	$	-	$	-
July 31, 2011
Cash and Cash Equivalents	$	5,118	$	5,118	$	-	$	-

Note 4. Property and Equipment

~~The~~Property ~~Company has other financial instruments, such as receivables, accounts payable~~ and ~~other~~equipment ~~liabilities~~consist ~~which have been excluded from the tables above. Due to the short-term nature~~ of these instruments, the carrying value of receivables, accounts payable and other liabilities approximate their fair values. The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of July 31, 2012.:

Non-financial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment on the occurrence of a triggering event or in the case of goodwill, on at least an annual basis. The Company's annual test on its long-lived assets indicated that the carrying value of its long-lived assets was recoverable and that no impairment existed as of the testing date.

	July 31,			July 31,
	2013			2012
Building and Improvements	$	—		$	552,276
Equipment and Furniture and Fixtures		4,827			4,827
Vehicles		66,429			66,429
Land		—			700,000
		71,256			1,323,532

Less Accumulated Depreciation		(67,989	)		(268,601	)
Less Current Portion		—			(1,049,146	)
Net Property and Equipment	$	3,267		$	5,785

~~Cash~~Depreciation expense for the year ended July 31, 2013 and 2012 ~~Cash~~was ~~Equivalents~~$2,518 and $51,003, respectively and is included in general and administrative expenses on the Company’s consolidated statement of operations.

~~Cash~~On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and ~~cash~~sale ~~equivalents~~was ~~consist~~completed. Due to the foreclosure of ~~highly~~the ~~liquid~~property ~~investments~~and the loss of rights to the facility, ~~which~~the ~~are~~Company ~~readily~~wrote-off ~~convertible~~the ~~into~~building ~~cash~~and ~~with~~its ~~original~~improvements, ~~maturities~~which caused a loss of ~~three~~$5,552 ~~months~~and oris ~~less~~reflected on the Company’s consolidated statement of operations.

~~Accounts~~During ~~Receivable~~the fiscal year ended July 31, 2012, and in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets”, The Company reviewed its building in North Carolina at July 31, 2012, for impairment and determined the amount carried on the books exceeded current fair market value by $740,000. Therefore, the company reduced the carrying amount and recorded the impairment under operating costs on the consolidated statement of operations. The building was sold subsequent to the balance sheet date and accordingly, the Company has reclassified the building and improvements to current assets.

~~The~~During the year ended July 31, 2012, the Company ~~provides~~closed ~~credit~~its office in Las Vegas, subsequent to ~~customers~~year end, and its facility in ~~the~~North ~~normal~~Carolina ~~course~~has ofbeen ~~business~~foreclosed upon. AnAll ~~allowance~~employees ~~for~~were ~~accounts~~laid off ~~receivable~~and isminimal ~~estimated~~consultants byare ~~management~~working ~~based~~on projects in ~~part~~North onCarolina. ~~the~~The ~~aging~~Company evaluated its remaining fixed asset inventory of ~~receivables~~equipment, furniture and ~~historical~~fixtures, ~~transactions~~and software and wrote off $99,304 due to obsolescence. ~~Periodically~~This ~~management~~was ~~reviews~~offset ~~accounts~~by ~~receivable~~a net effect of $3,693 for ~~accounts~~the ~~that~~surrender ~~appear~~of equipment to beTreger ~~uncollectible~~Financial ~~and~~(See ~~writes~~Note ~~off~~8); ~~these~~$5,975 ~~uncollectible~~from ~~balances~~the ~~against~~seizure of assets (See below) and cash from individuals in the ~~allowance~~amount ~~accordingly~~of $18,850 for various equipment.

~~Inventories~~During the year ended July 31, 2012, the Company signed a confession of judgment on November 7, 2011, which was filed with the Iredell Country, North Carolina Superior Court Division. The plaintiff enforced the judgment and the Company’s assets at our North Carolina facility were seized and auctioned off. The Sherriff’s office received $5,975 which was applied to the Company’s accrued expense account and partially offset the write off of obsolete assets.

~~Inventories~~Table ~~are stated at the lower~~ of ~~cost~~Contents ~~or market using the first~~-~~in, first~~32-out (“FIFO”) method. The Company may write down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.

~~Property~~Note 5. Accounts Payable and ~~Equipment~~Accrued Expenses

~~Property~~Accounts payable and ~~equipment~~accrued ~~are~~expenses ~~recorded~~and atother ~~cost~~current ~~less~~liabilities at ~~accumulated~~July ~~depreciation.~~31, ~~Depreciation~~2013 ~~of property~~ and ~~equipment~~2012 ~~are~~consisted ~~accounted for by methods over the following estimated useful lives~~of:

	Lives		Methods
		Years Ended
Building Improvements	39 Years		Straight Line
		July 31,
Furniture and Fixtures	10 years		Accelerated
		2013		2012
Software	3-5 years		Straight Line
Accounts Payable		$	321,243	$	291,156
Computers	5 years		Straight Line
Accounts Payable - Related Parties			16,177		4,682
Wages, Paid Leave and Payroll Related Taxes			1,149,438		948,410
Accrued Interest			73,076		120,067
Legal Settlements			152,976		152,976
Other			—		20,769
Total		$	1,712,910	$	1,538,060

~~Significant~~Accounts ~~improvements~~payable ~~are~~due ~~capitalized,~~to ~~while~~related ~~maintenance~~parties are reimbursable general and ~~repairs~~administrative ~~are~~expenses ~~charged~~paid toby ~~operations~~the asCompany’s ~~incurred~~President.

30Note 6. Long-Term Debt

~~Table~~Long-term ofdebt ~~Contents~~consists of:

Evaluation of Long-Lived Assets

	July 31,		July 31,
	2013		2012
5% Note payable to Bayview Loan Servicing, LLC, payable in monthly installments of $5,433 including interest, collateralized by real property. Due to foreclosure of the building, the entire balance has been eliminated. (1)	$	—	$	946,279

12% Note payable to Frontline Asset Management, payable in monthly installments of interest only, due in full on March 1, 2014 (2)		460,997		508,492

48.956% Note payable to Amicus Funding Group, LLC, payable in monthly installments of approximately $467, collateralized by real property due in full on September 1, 2013 (3)		6,297		6,297

10% Note payable to Cameo Properties, LLC payable in monthly installments of interest only, due in full on December 27, 2011 (4)		250,000		250,000

		717,294		1,711,068
Less Current Portion		—		(1,460,189	)
	$	717,294	$	250,879

~~The~~Table Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of ~~Long-Lived~~Contents ~~Assets”. An impairment exists when the carrying amount of the long~~-~~lived assets is not recoverable and exceeds its fair value. The carrying amount of a long~~33-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value. The Company’s building in North Carolina was foreclosed upon and sold to a third party subsequent to the balance sheet date. The first mortgage debt was liquidated upon the sale and the amount due to the second mortgagee was reduced by $50,000. As a result of the sale of the building, the Company recorded a $740,000 impairment charge related to the building during the year ended July 31, 2012.

~~Deferred~~Principal ~~Patent~~maturities ~~Costs~~for long-term debt are as follows for the years ended July 31:

The Company capitalizes costs directly incurred in pursuing patent applications as deferred patent costs. When such applications result in an issued patent, the related costs are amortized over the remaining legal life of the patents, which is assumed to be 17 years, using the straight-line method. On a quarterly basis, the Company reviews the issued patents and pending patent applications and if the Company determines to abandon a patent application, or an issued patent no longer has economic value, the unamortized balance in deferred patent costs relating to that patent is immediately expensed. As of July 31, 2012, the Company’s patents were in the approval processing phase.

2014	$	717,294
2015		—
2016		—
2017		—
2018		—
Thereafter		—
	$	717,294

~~Revenue~~(1) ~~Recognition~~In November 2007, the Company refinanced the first mortgage loan on its Mooresville, North Carolina building (the “property”) with Bayview. On July 25, 2012, Frontline, the junior lien holder noticed a foreclosure hearing and sale to take place on August 22, 2012, and the sale of the property to an assignee of Frontline, which was the only bidder, was completed on September 14, 2012. The Company debt to Bayview was reduced to zero upon the completion of the sale.

~~The~~(2) On February 26, 2010, the Company ~~recognizes~~entered ~~revenue~~into ina ~~accordance~~loan agreement with Frontline. The loan provides for payments to the ~~guidance~~Company ~~contained~~of in$2,000,000 ~~Financial~~with ~~Accounting~~interest ~~Standards~~at ~~Board~~a ~~Accounting~~fixed ~~Standards~~annual ~~Codification~~rate ~~605~~of 12%. On March 1, ~~“Revenue~~2013, ~~Recognition”~~an Addendum to the original Promissory Note, dated February 26, 2010, was entered into which amended the term of the note to provide for interest only payments, due on the last day of every month until maturity date March 1, 2014, when all principal and accrued interest shall be due and payable. On April 11, 2011, Frontline assigned $850,279 of its debt to Windsor Capital, Inc. (“~~ASC~~Windsor”). ~~605~~On April 19, 2011, Frontline partially assigned $437,309 to Kisumu S.A. (“Kisumu”) and ~~other~~Kisumu ~~relevant~~immediately ~~accounting~~converted ~~literature~~the assigned note for 1,041,212 shares of Common fStock at a fair value price of $0.42 per share. ~~Revenue~~On isApril ~~recognized~~19, ~~when~~2011, ~~the~~Frontline ~~product~~assigned ~~has~~$420,000 ~~been~~to ~~delivered~~Eurolink Corporation (“Eurolink”) and ~~title~~Eurolink ~~and~~immediately ~~risk~~converted the assigned note for 1,000,000 shares of ~~loss~~Common ~~have~~Stock ~~passed~~at toa fair value price of $0.42 per share. On December 27, 2011, Frontline purchased two electric vehicles for $255,000. On the ~~customer~~same day Frontline assigned $250,000 to ~~collection~~Cameo Properties, LLC. On April 26, 2012, the Company assigned $112,500 of its note receivable with CET to Frontline which reduced the ~~resulting~~balance due to Frontline by $112,500. On September 13, 2012, Frontline converted $39,000 of accrued interest for 1,300,000 shares of Common Stock at a discounted value price of $0.30 per share. On October 2, 2012, Frontline purchased our receivable iswith ~~deemed~~CET ~~reasonably~~at ~~assured~~$0.10 on the dollar for $70,786, which reduced the Company’s accrued interest by ~~management~~$43,726 ~~persuasive~~and ~~evidence~~debt by $27,060. On October 2, 2012, Frontline converted $12,180 for 1,450,000 shares of anCommon ~~arrangement~~Stock ~~exists~~at a discounted value price of $0.0084 per share. On November 13, 2012, Frontline partially assigned $17,280 to Kisumu and Kisumu immediately converted the assigned ~~sale~~note for 3,200,000 shares of Common Stock at a discounted value price isof ~~fixed~~$0.0054 per share. On December 26, 2012, Frontline partially assigned $112,200 to Kisumu and ~~determinable~~Kisumu converted the assigned note for 18,700,000 shares of Common Stock at a discounted price of $0.006 per share.

~~Revenue~~Loans ~~received~~under ~~from~~ the ~~sale~~Frontline ofloan ~~license~~agreement ~~agreements~~are issecured ~~earned~~by ~~over~~a junior ~~the~~deed ~~life~~ of trust on the ~~agreement. Revenue~~Company’s property ~~received~~located ~~but~~at ~~not~~158 ~~earned~~Rolling isHill ~~classified~~Road, asMooresville, ~~deferred~~North ~~revenue~~Carolina. On August on22, 2012, the ~~Company's~~foreclosure ~~consolidated~~by ~~balance~~Frontline ~~sheet. The~~of ~~Company~~the ~~has~~property ~~changed~~took ~~its~~place, ~~accounting~~pursuant ~~policy~~to a notice of ~~recognizing~~foreclosure ~~revenue~~and ~~from~~sale ~~licensing~~dated ~~agreements. The~~July 25, ~~Company’s~~2012, ~~licensee~~and isthe inforeclosure ~~default~~sale into ~~making~~an ~~timely~~assignee ~~payments~~of toFrontline, ~~the~~which ~~Company. The~~was ~~Company’s~~the ~~revenue~~only ~~recognition~~bidder, ~~policy~~was iscompleted toon ~~recognize~~September ~~license~~14, ~~revenue~~2012. Frontline received ~~only~~$50,000 toupon the ~~extent~~sale of the foreclosed property and this amount ofreduced ~~payments~~the ~~received~~debt to Frontline.

~~The~~During ~~Company~~the ~~typically~~year ~~has~~ended aJuly ~~twenty-four~~31, ~~month~~2013 ~~warranty~~and ~~policy~~2012, ~~for~~the ~~workmanship~~Company received ~~defects. The~~advances ~~Company~~totaling ~~establishes~~$159,222 anand ~~accrual~~$838,814, ~~for~~respectively; ~~warranty~~and ~~work~~made payments of $0 and ~~expenses~~$62,288, respectively. Interest expense for the ~~amount~~year ~~over~~ended aJuly ~~two~~31, ~~year~~2013 ~~period~~and 2012, was $53,127 and $65,071, respectively.

~~Customer~~(3) ~~Deposits~~On March 11, 2011, the Company financed $7,992 for office equipment with Amicus Funding Group, LLC (“Amicus”) and monthly payments including interest of 48.956% are approximately $477. During the year ended July 31, 2013 and 2012, the Company repaid $0 and $1,097, respectively. The Company is in default on this note.

~~The~~Interest ~~Company~~expense ~~receives advances from customers~~ for ~~automobiles to be manufactured in~~ the ~~future. The~~year ~~Company~~ended ~~applies these advances against future billings. As of~~ July 31, ~~2012~~2013 and ~~2011~~2012, was ~~customer deposits amounted to~~ $~~102~~1,~~188~~575 and $~~102~~3,~~287~~109, respectively.

~~Shipping~~Table ~~and~~of ~~Handling~~Contents -34-

~~Shipping~~(4) The Company entered into a Loan Agreement, dated as of July 14, 2011, with Cameo Properties LLC (“Cameo”) and ~~handling~~was ~~costs~~amended ~~related~~on October 14, 2011 (the “Amended Loan Agreement”). Each Note issued under the Amended Loan Agreement is due one year from the date of its issuance. The Amended Loan Agreement provides for loans to ~~services~~the Company of up to $750,000 (the “Loan”), with a minimum initial loan of $250,000 within 60 days of the date of the Loan Agreement, and ~~product~~up ~~sales~~to an additional $500,000 within the first year and a half from execution of the Amended Loan Agreement. This is not a revolving facility, and any principal repaid by the Company will not be available for additional advances to the Company under the Amended Loan Agreement. The Company cannot, without the Lender’s consent, prepay all or part of the Loan. The notes evidencing the installments of the loans bear interest payable monthly in arrears at the rate of 10% per annum, and mature and are ~~expensed~~due asand ~~incurred~~payable three years from the date of issuance. On December 27, 2011, Frontline assigned $250,000 of its receivable to Cameo.

~~Advertising~~Interest expense for the year ended July 31, 2013 and 2012, was $25,000 and $14,863, respectively.

~~Advertising~~Note ~~costs are expensed as incurred and are included in general and administrative expenses~~7. ~~Total~~Stockholders’ ~~advertising expenditures for the year ended July 31, 2012 and 2011, amounted to $5,019 and $369,034, respectively.~~Deficiency

~~Research~~On July 14, 2011, the Company entered into a Loan Agreement with Cameo Properties LLC (“Cameo”). The loans under the Loan Agreement are secured, over the life of the loan, by 20 million shares of our common stock. If the Company should default on the loan, Cameo will retain all of the 20 million shares of common stock. In the event of a reverse stock split or combination of shares, the number of shares of common stock constituting the Share Collateral will, immediately following such reverse stock split or combination of shares, be increased by a new issuance of common stock of the Company to that number of shares constituting the Share Collateral immediately prior to such reverse stock split or combination of shares. The certificates representing any share dividends that the Company pays during the term of the Loan with respect to the Shares being held in escrow shall be credited and ~~Development~~delivered to the Lender and held by the Lender pursuant to the terms of the Loan Agreement.

NoEffective ~~set~~January ~~amount has been set aside for research and development (“R&D”)~~26, ~~however~~2012, ~~all~~the ~~projects~~Securities and ~~purchases~~Exchange ~~require~~Commission approved ~~approval~~a ~~prior~~one-for-five toreverse ~~initiation.~~split ~~Salaries,~~of ~~payroll taxes, and benefits expensed to R&D for~~ the ~~year~~common ~~ending July 31, 2012 and 2011, were $471,300 and $1,261,479, respectively~~stock. ~~Parts~~Pursuant ~~and~~to ~~supplies;~~the ~~battery~~anti-dilution ~~and~~provisions ~~motor~~in ~~management~~the ~~systems;~~Cameo ~~and~~Properties loan ~~shipping~~agreement ~~charges~~the ~~were~~Company ~~$12,299~~issued ~~and $56~~16,~~788~~000,000 ~~for~~shares ~~the~~to ~~year~~Cameo ~~ending July 31~~Properties, ~~2012~~so ~~and~~they ~~July~~again ~~31,~~held ~~2011~~20,00,000 ~~respectively.~~post ~~The~~reverse ~~Company~~stock ~~expects the research and development expenses will continue to remain substantial and grow as the Company aggressively moves to bring products to market~~split shares.

Effective December 31, 2012, the Securities and Exchange Commission approved a one-for-ten reverse split of the common stock. Pursuant to the anti-dilution provisions in the Cameo Properties loan agreement the Company issued 18,000,000 shares to Cameo Properties, so they again held 20,00,000 post reverse stock split shares. Upon default of the Note with

~~Table~~Cameo, ofthe ~~Contents~~Company recognized a default fee expense, for the 20,000,000 shares issued to Cameo, in the amount

~~Concentration~~ of ~~Risk~~$200,000.

~~The~~On ~~Company~~September ~~maintains~~13, ~~cash~~2012, ~~deposit~~Frontline ~~accounts~~converted ~~and~~$39,000 ~~may~~of ~~have~~accrued interest ~~certificates~~for 130,000 shares of ~~deposits~~Common ~~which~~Stock at ~~times~~a ~~may~~discounted ~~exceed~~value ~~federally~~price ~~insured~~of ~~limits~~$0.30 ~~These~~per ~~accounts~~share. ~~have~~The ~~not~~Company ~~experienced~~recorded ~~any~~a ~~losses~~loss ~~and~~on ~~the~~extinguishment of ~~Company~~debt ~~believes~~in itthe isamount ~~not~~of ~~exposed~~$13,000 toin ~~any~~connection ~~significant~~with ~~credit~~the ~~risk related to cash~~conversion.

~~Income~~On ~~taxes~~October 2, 2012, Frontline converted $12,180 for 145,000 shares of Common Stock at a discounted value price of $0.0084 per share. The Company recorded a loss on extinguishment of debt in the amount of $6,960 in connection with the conversion.

~~Deferred~~On ~~income~~November ~~tax~~13, ~~assets~~2012, orFrontline ~~liabilities~~partially ~~are~~assigned ~~computed~~$17,280 to ~~based~~Kisumu ~~on the temporary differences between the financial statement~~ and ~~income~~Kisumu ~~tax~~immediately ~~bases~~converted ~~of assets and liabilities using~~ the ~~statutory~~assigned ~~marginal~~note ~~income tax rate in effect~~ for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if320,000 ~~based~~shares ~~on the weight~~ of ~~available~~Common ~~evidence,~~Stock itat isa ~~more~~discounted ~~likely~~value ~~than~~price ~~not that some portion or all~~ of $0.0054 ~~the~~per ~~deferred tax assets will not be realized~~share. The ~~valuation~~Company ~~allowance~~recorded ~~should~~a beloss ~~sufficient~~on toextinguishment ~~reduce~~of ~~the~~debt ~~deferred~~in ~~tax asset to~~ the amount ~~that~~of is$14,720 ~~more~~in ~~likely~~connection ~~than~~with ~~not~~the ~~to be realized~~conversion.

~~Foreign~~On ~~Currency~~December ~~Translation~~26, 2012, Frontline partially assigned $561,000 to various entities that converted the assigned notes for 18,700,000 shares of Common Stock at a discounted price of $0.006 per share. The Company recorded a loss on extinguishment of debt in the amount of $448,800 in connection with the conversion.

~~The~~Changes ~~functional~~to ~~currency~~Authorized ~~for~~Common some foreign operations is the local currency. The reporting currency is the US Dollar. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. Translation adjustments in future periods will be recorded in Other Comprehensive Income (Loss). The translation gain for the year ended July 31, 2012, was $1,235 and the translation loss for the year ended July 31, 2011, was $761.Stock

~~Comprehensive~~On ~~Loss~~June 24, 2011, the Board of Directors unanimously approved an amendment to the Articles of Incorporation to increase the authorized number of shares of common stock from 100 million shares, par value $.001 per share, to 300 million shares, par value $.001 per share. The Company filed the amendment with the Secretary of State of Nevada on August 10, 2011, after mailing a Definitive Information Statement to the Company’s stockholders and the amendment was effective August 10, 2011.

~~The~~Table ~~Company reports comprehensive loss in accordance with the requirements~~ of ~~FASB~~Contents ~~ASC 220~~-1035-~~15, “Comprehensive Income”, and (“ASC 220-10-15”). For the years ended July 31, 2012 and 2011, the difference between net loss and comprehensive loss was foreign currency translation.~~

~~Net~~On ~~Earnings~~December ~~(Loss)~~13, ~~Per~~2011, ~~Common~~the ~~Share~~Board of Directors unanimously approved an amendment to the Company’s Articles of Incorporation to change the authorized number of shares of common stock from 300 million shares, par value $.001 per share, to 60 million shares, par value $.001 per share, and to effect a reverse split in the outstanding common stock in the same ratio. The Company filed the amendment with the Secretary of State of Nevada on December 14, 2011.

~~Basic~~Our ~~earnings~~Board ~~(loss)~~of ~~per~~Directors ~~common~~unanimously ~~share~~approved isan ~~computed~~amendment to byour ~~dividing~~Articles ~~net~~of ~~earnings~~Incorporation ~~(loss)~~to byincrease the ~~weighted~~authorized ~~average~~ number of shares of common ~~shares~~stock ~~outstanding~~from ~~during~~60,000,000 ~~the~~shares, ~~specified~~par ~~period~~value $. ~~Diluted~~001 ~~earnings~~per ~~(loss)~~share, ~~per~~to ~~common~~400,000,000 shares, par value $.001 per share, ison ~~computed~~July by20, ~~dividing~~2012. ~~net~~On ~~earnings~~the ~~(loss)~~same bydate we received the ~~weighted~~written ~~average~~consent from ~~number~~shareholders of ~~common~~our ~~shares~~company ~~and~~holding ~~potential~~a ~~common~~majority ~~shares~~(75.69%) ~~during~~of the ~~specified~~outstanding ~~period.~~shares ~~All~~of ~~potentially~~our ~~dilutive~~common ~~securities~~stock. ~~have~~We ~~been~~filed ~~excluded~~the ~~from~~amendment with the ~~computations~~Secretary ~~for~~of ~~the~~State ~~year~~of ~~ending~~Nevada ~~July~~on 31August 30, 2012, asand ~~their~~the ~~effect~~amendment iswas ~~anti-dilutive~~effective on that date.

~~Recently~~On ~~Issued~~November ~~Pronouncements~~29, 2012, our Board of Directors unanimously approved an amendment to our Articles of Incorporation to increase the authorized number of shares of common stock from 400,000,000 shares, par value $.001 per share, to 40,000,000 shares, par value $.001 per share. On the same day we received the written consent from shareholders of our company holding a majority (75.69%) of the outstanding shares of our common stock. We filed the amendment with the Secretary of State of Nevada on November 29, 2012, and the amendment was effective on that date.

~~FASB~~Note ~~has codified a single source of U~~8.S. ~~Generally~~Net ~~Accepted~~Loss ~~Accounting~~Per ~~Principles,~~Common the Accounting Standards Codification™. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes. There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows.Share

~~Note~~The 3.following ~~Notes~~table ~~Receivable~~sets forth the reconciliation of the basic and diluted net loss per common share computations for the years ended July 31, 2013 and 2012.

During the year ended July 31, 2012, the Company advanced Sky Power Solutions Corp. (“SPS”) $81,758. The advances were reduced by $22,984 in payments through a reimbursement for a leased employee and $112,500 through an assignment of debt to Frontline. During the year ended July 31, 2011 the Company advanced SPS $208,587 of which $287,467 was repaid ($173,600 in the form of cash and $113,867 in reimbursement for a leased employee). As of July 31, 2012 and July 31, 2011, an allowance for doubtful accounts in the amount of $698,207 and $762,327, respectively, was recorded against the note receivable, reducing the amount to $0.

	Years Ended
	July 31,
	2013			2012
Basic and Diluted Earnings (Loss) Per Share
Net Earnings (Loss) Ascribed to Common Shareholders - Basic and Diluted	$	(1,099,878	)	$	(2,312,015	)
Weighted Average Shares Outstanding - Basic and Diluted		39,938,166			20,642,347

Basic and Diluted Net Earnings (Loss) Per Common Share	$	(0.03	)	$	(0.11	)

32Note 9. Commitments and Contingencies

~~Table~~Legal ofProceedings ~~Contents~~

OnThe ~~November 26, 2010, LEVC issued the~~ Company ais ~~Secured~~currently ~~Promissory~~involved ~~Note (“LEVC Note”)~~ in ~~the~~various ~~amount~~claims ~~of $1,750,000 in accordance with the license agreement. The LEVC Note bears interest at ten (10%) percent per annum on the outstanding amount of the loan~~ and ~~shall accrue for the first 12 months during which the outstanding amount, or any portion thereof is outstanding~~legal proceedings. ~~Commencing for the first month following the first year and for all subsequent months during which any portion of the amount is outstanding~~Quarterly, ~~LEVC shall make monthly interest payments in arrears on~~ the ~~first~~Company ~~day~~reviews of the ~~month~~status ~~following the month for which the interest payment is made on the outstanding amount~~ of ~~the~~each ~~LEVC~~significant ~~Note,~~matter ~~including~~and ~~any~~assesses ~~accrued~~its ~~unpaid~~potential ~~interest~~financial ~~thereon. The outstanding amount~~ exposure and ~~any~~if ~~accrued but unpaid interest thereon, shall be repaid in full by LEVC within sixty (60) days of receiving written demand for repayment by~~ the ~~Company.~~potential ~~LEVC~~loss ~~shall~~from ~~have the right to repay the LEVC Note in whole or in part, at~~ any ~~time~~claim ~~without notice, bonus~~ or ~~penalty. The~~legal ~~LEVC~~proceeding ~~Note~~ is ~~secured~~considered byprobable ~~LEVC’s (1) inventory; (2) equipment, other than inventory; (3) receivables;~~ and ~~(4) all other property, including leasehold interests, chattel paper, documents of title, securities, instruments, money and intangibles. In addition,~~ the ~~LEVC~~amount ~~Note includes a conversion right in which the Company~~ can ~~convert the LEVC Note if LEVC should begin trading on the TSX Venture Exchange. The conversion clause stipulates that the LEVC Note will~~ be ~~converted~~reasonably ~~at a price the greater of fifteen cents ($0.15) per share or ninety percent (90%) of the average ten (10) day trading price and if the conversion of the LEVC Note results in a fractional share~~estimated, ~~LEVC shall, in lieu of issuing such fractional share, pay to~~ the Company anaccrues ~~amount~~a ~~equal~~liability tofor the ~~conversion~~estimated ~~value of the fractional share~~loss.

~~LEVC~~Caudle is& ~~currently~~Spears ~~attempting~~has toobtained ~~complete~~ a ~~public~~default ~~registration~~judgment against the Company in ~~Germany. The~~Meckenberg ~~Company~~County, ~~has~~North ~~the~~Carolina, ~~option~~General Court, ~~upon~~in the ~~completion~~amount of ~~the registration~~$17,686. ofThis ~~converting~~law ~~the~~firm ~~note~~represented ~~into~~us ~~LEVC~~in ~~common~~our litigation ~~stock. Due~~against toMartin ~~the~~Koebler, ~~uncertainty~~a former employee, whom we successfully sued for return of ~~LEVC’s~~Company ~~ability~~property toand ~~complete~~other ~~the~~damages. The ~~public~~Company ~~registration~~is in ~~Germany~~settlement ~~and~~negotiations with ~~LEVC~~Caudle ~~having~~& noSpears, ~~assets~~since toits ~~secure~~judgment ~~the~~against ~~note,~~Martin Koebler is still in the ~~Company~~collection process. A payment agreement has ~~recorded~~been areached ~~reserve~~in ~~for~~the ~~doubtful~~amount ~~accounts~~of ~~for~~$2,500 ~~the~~per ~~entire~~month ~~note~~with ~~amount~~no interest until paid. The Company is not current with its payment arrangements and has a balance of $14,~~750,000~~263 still due.

~~The~~Internal ~~Company~~Revenue ~~recognized~~Service ~~interest~~(“IRS”) ~~income~~served ofthe ~~$175,479,~~Company with ~~none~~a oftax ~~which~~lien ~~has~~dated ~~been~~March ~~received~~3, 2010 in ~~accordance to~~ the ~~terms~~total amount of ~~the~~$251,928. ~~LEVC~~Third ~~Note~~quarter ~~for~~2009 ~~the~~taxes ~~year~~are ~~ended~~approximately ~~July 31~~$117,000, ~~2012~~which are included in total due. The Company has ~~reflected~~been ~~the~~served ~~amount~~with ~~due~~an ~~from~~additional ~~LEVC~~tax lien dated January 19, 2011, in ~~its~~the ~~accounts~~amount of ~~receivable~~$2,925. ~~and~~The ~~has~~Company ~~established~~had a ~~reserve~~payment ~~for~~plan ~~doubtful~~in ~~accounts~~place ~~for~~with ~~the~~IRS; ~~entire~~however, ~~amount~~the ~~and~~Company is ~~included~~arrears in ~~general~~payments as of July 31, 2013. Management is working with the local IRS office to try and ~~administrative~~revise ~~expenses~~the payment agreement. The balance due on the ~~Company’s~~most ~~consolidated~~recent statement from the ofIRS ~~operations~~is $601,506.

~~Note~~Table 4.of ~~Inventories~~Contents -36-

~~Inventories~~Tallman ~~consist~~Hudders & Sorrentino has obtained a judgment in Lehigh County, Pennsylvania, on behalf of their client Javad Hajihadian, an individual. Mr. Hajihadian had ordered and paid for, the ~~following:~~first super car to be produced by Li-ion Motors in November 2008. The car was in the design stage when it was ordered. Mr. Hajihadian’s attorney subsequently contacted the Company to cancel his contract and have his payment refunded. The parties had reached a settlement agreement and the payment was being refunded with interest. The settlement agreement was for $102,500 and stipulated monthly payments of $10,250 commencing in July 2010. Payments were made through November 2010, totaling $51,250, leaving a balance of five payments or $51,250 still due; which is reflected on the Company’s balance sheet under current liabilities. The Company became delinquent and Mr. Hajihadian proceeded with litigation and on February 4, 2011, a judgment was issued in his favor for $51,750.

	Years Ended
	July 31,
	2012		2011
Raw Materials	$	-	$	1,103
Work-In-Progress		-		344,455
Finished Goods		1,500		35,000
	$	1,500	$	380,558

The Company’s facility in Mooresville, North Carolina was financed through Bayview and Frontline, which had a second lien on the property. Li-ion became delinquent with the mortgage payments, and, following a prior foreclosure filing and new agreement as to payments under the mortgage, on July 12, 2012, Bayview refiled a notice of hearing on foreclosure on its deed of trust and security agreement for a hearing on August 21, 2012, the outstanding amount of the loan at July 31, 2012 being $946,279. A similar notice of foreclosure pursuant to the Frontline deed of trust was filed by the Trustee with the same court on July 25, 2012, noticing a hearing for August 22, 2012, with an amended notice of default, the amount of $508,492 being outstanding under the loan as of July 31, 2012. The Trustee for Frontline also filed on July 25, 2012, a notice of foreclosure and sale to take place on August 22, 2012. The Trustee under the Bayview deed of trust on August 21, 2012, filed its notice of foreclosure and sale to take place on September 18, 2012, of the real and personal property securing the deed of trust. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., subject to the rights of Bayview, as the holder of the first mortgage on the property.

~~Raw~~Fine ~~materials,~~Mobile ~~work~~and inLi-ion ~~progress~~Motors ~~and~~entered ~~finished~~into ~~goods~~a ~~for~~confession ~~the~~of judgment ~~year~~in ~~ended~~relation ~~July~~to ~~31,~~X-Prize ~~2012~~winnings. The ~~and~~parties ~~July~~agreed ~~31,~~to ~~2011,~~a ~~are~~payment ~~related~~arrangement toof ~~the~~$10,000 ~~Company’s~~per ~~planned~~month ~~sales~~for a period of ~~electric~~eight ~~powered~~(8) ~~vehicles~~months. If Ona ~~May~~default ~~31,~~were ~~2012~~to occur, the ~~Company~~debtor ~~closed~~would ~~its~~then ~~facility~~be inentitled ~~North~~to ~~Carolina~~exercise ~~and~~confession ~~wrote off $209,947~~ of ~~the inventory it had~~ judgment in ~~raw~~the ~~materials~~amount ~~and~~of ~~work-in-process~~$120,000 atwithout ~~May~~further ~~31, 2012~~delay. ~~This~~The ~~amount~~initial ispayment ~~included~~was ~~in cost~~wired ofon ~~sales~~December on15, 2011; however, the Company’s was ~~consolidated~~unable ~~statement~~to ofmake ~~operations~~any additional payments. InOn ~~addition,~~June ~~at July 31~~18, 2012, ~~management~~Fine ~~evaluated~~Mobile executed the ~~value~~judgment ofwith ~~its~~the ~~finished~~Iredell ~~goods~~County Sheriff’s Office and ~~wrote~~on ~~down~~July ~~$33~~2,~~500~~ ~~which was offset by a reserve of $1~~2012,~~973,~~ ~~for~~the aSherriff ~~net~~took ~~effect~~possession of ~~$31,527,~~the ~~and~~building islocated ~~included~~at in158 ~~cost~~Rolling ofHill ~~goods~~Road, ~~sold~~Mooresville, NC, onseizing ~~the~~all ~~Company’s~~remaining ~~consolidated statement of operations~~assets.

33Table of Contents -37-

~~Table~~Item of9. ~~Contents~~Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

~~Note~~Changes 5.in ~~Property~~Registrant's ~~and~~Certifying ~~Equipment~~Accountant.

~~Property~~On June 25, 2013, the Board of Directors of the Company accepted the resignation of Madsen & Associates, CPA’s Inc., its independent registered public accounting firm. On the same date, June 25, 2013, the accounting firm of Sadler, Gibb & Associates, LLC was engaged as the Company's new independent registered public accounting firm, to audit the Company’s financial statements for its fiscal year ending July 31, 2013. From the date that Madsen & Associates, CPA’s Inc. were engaged, January 6, 2010, to the present time, or any other period of time, the reports of Madsen & Associates, CPA’s Inc. on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, or were qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports of Madsen & Associates, CPA’s Inc. as to the Company’s financial statements for its fiscal years ended July 31, 2011 and ~~equipment~~July ~~consist~~31, 2012, were modified for uncertainty due to the substantial doubt about the Company’s ability to continue as a going concern. During the Company's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Madsen & Associates, CPA’s Inc., whether or not resolved, on any matter of: accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Madsen & Associates, CPA’s Inc., would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements.

	July 31,			July 31,
	2012			2011
Building and Improvements	$	552,276		$	1,292,276
Equipment and Furniture and Fixtures		4,827			328,663
Vehicles		66,429			66,429
Software Costs		-			28,913
Land		700,000			700,000
		1,323,532			2,416,281
Less Accumulated Depreciation		(268,601	)		(432,542	)
Net Property and Equipment	$	1,054,931		$	1,983,739

On June 25, 2013, the Company engaged Sadler, Gibb & Associates, LLC as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the Company has not consulted Sadler, Gibb & Associates, LLC regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

~~Depreciation~~Item ~~expense~~9A. ~~for~~Controls ~~the year ended July 31, 2012~~ and ~~2011 was $51,003 and $71,099, respectively and is included in general and administrative expenses on the Company’s consolidated statement of operations~~Procedures.

InEvaluation ~~accordance with the guidance in ASC 360-15-35 “Impairment or Disposal~~ of ~~Long-Lived~~Disclosure ~~Assets”, The Company reviewed its building in North Carolina at July 31, 2012, for impairment~~ Controls and determined the amount carried on the books exceeded current fair market value by $740,000. Therefore, the company reduced the carrying amount and recorded the impairment under operating costs on the consolidated statement of operations. The building was sold subsequent to the balance sheet date and accordingly, the Company has reclassified the building and improvements to current assets.Procedures

~~During~~We ~~the~~maintain ~~year~~disclosure ~~ended~~controls ~~July~~and ~~31,~~procedures that ~~2012,~~are ~~the~~designed ~~Company~~to ~~closed~~ensure ~~its~~that ~~office~~information required to be disclosed in ~~Las~~our ~~Vegas,~~Securities ~~subsequent~~Exchange toAct ~~year~~reports ~~end~~is recorded, processed, summarized and ~~its~~reported ~~facility~~within the time periods specified in ~~North~~the ~~Carolina~~SEC's ~~has~~rules ~~been~~and ~~foreclosed~~forms, ~~upon. All~~and ~~employees~~that ~~were~~such ~~laid~~information ~~off~~is accumulated and ~~minimal~~communicated ~~consultants~~to ~~are~~our ~~working~~management, onincluding ~~projects~~our inchief ~~North~~executive ~~Carolina. The~~and ~~Company~~financial ~~evaluated~~officer, ~~its~~to ~~remaining~~allow ~~fixed~~timely ~~asset~~decisions ~~inventory~~regarding ofrequired disclosure. ~~equipment,~~In ~~furniture~~designing and ~~fixtures,~~evaluating ~~and~~the ~~software~~disclosure controls and ~~wrote~~procedures, ~~off~~management ~~$99,304~~recognized ~~due~~that toany ~~obsolescence. This~~controls ~~was~~and ~~offset~~procedures, no bymatter ahow ~~net~~well ~~effect~~designed ofand $3operated,~~693~~ ~~for~~can ~~the~~provide ~~surrender~~only reasonable assurance of ~~equipment~~achieving tothe ~~Treger~~desired ~~Financial~~control ~~(See~~objectives, ~~Note~~as ours ~~8);~~are ~~$5,975~~designed ~~from~~to ~~the~~do, ~~seizure~~and ofmanagement ~~assets~~necessarily ~~(See~~was ~~below)~~required ~~and~~to ~~cash~~apply ~~from~~its ~~individuals~~judgment in evaluating the ~~amount~~cost- benefit relationship of ~~$18,850~~possible ~~for~~controls ~~various~~and ~~equipment~~procedures.

~~During~~As ~~the~~of ~~year ended~~ July 31, ~~2012~~2013, an evaluation was performed under the ~~Company~~supervision ~~signed~~and awith ~~confession~~the participation of ~~judgment~~our onmanagement, ~~November~~including 7,our ~~2011~~Chief Executive Officer and Principal Financial Officer, ~~which~~of ~~was~~the ~~filed~~effectiveness ~~with~~of the ~~Iredell~~design ~~Country,~~and ~~North~~operation ~~Carolina~~of ~~Superior~~our ~~Court~~disclosure ~~Division~~controls and procedures. ~~The~~Based ~~plaintiff~~upon ~~enforced~~that evaluation, ~~the~~our ~~judgment~~Chief Executive Officer and ~~the~~Principal ~~Company’s~~Financial ~~assets~~Officer atconcluded that our ~~North~~disclosure ~~Carolina~~controls ~~facility~~and procedures were not ~~seized~~as ~~and~~effective ~~auctioned~~as ~~off. The~~they ~~Sherriff’s~~have ~~office~~previously ~~received~~been. ~~$5,975~~We ~~which~~are ~~was~~tightening ~~applied~~procedures to ~~the~~ensure ~~Company’s~~in ~~accrued~~the ~~expense~~future ~~account~~control and ~~partially~~paperwork ~~offset the write off~~ of ~~obsolete~~finances meet ~~assets~~GAAP standards.

~~Note~~Management's 6.Annual ~~Other~~Report ~~Current~~on ~~Assets~~Internal Control over Financial Reporting

	Years Ended
	July 31,
	2011		2011
Deposits	$	3,190	$	4,957
Deferred Product Asset		-		4,958
Prepaid Expenses		-		65,553
Interest Receivable		-		118,425
Total	$	3,190	$	193,893

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

~~The~~Table ~~deferred product asset is for product liability costs that the Company prepared and amortized over the two year life in the amount~~ of ~~$24,936~~Contents ~~and $20,636 as of July 31, 2012 and 2011, respectively and is included in accrued expenses~~-~~other.~~38-

34Management assessed the effectiveness of internal control over financial reporting as of July 31, 2013. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. In this assessment management noted that Frontline Asset Management, who has loaned and funded the Company, made some direct wage payments for the Company and other liability payments, paperwork on these items was not turned over to the Company. Some employees have provided written confirmation of payments received; others were not willing to provide written confirmation. The Company has instructed Frontline in the future all funds must go directly to the Company so records are properly maintained.

~~Table~~Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of ~~Contents~~the SEC. Management concluded in this assessment that, as of July 31, 2013, given management’s actions with regard to the above reportable conditions, our internal control over financial reporting was not effective.

~~Note~~There 7.have ~~Accounts~~been ~~Payable~~no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and ~~Accrued~~15d-15(f) ~~Expenses~~under the Exchange Act) during the fourth quarter of our 2013 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Accounts~~ Limitations ~~payable~~on ~~and~~the ~~accrued expenses and other current liabilities at July 31, 2012 and 2011 consisted~~ Effectiveness of: Controls

	Years Ended
	July 31,
	2012		2011
Accounts Payable	$	291,156	$	608,623
Accounts Payable - Related Parties		4,682		28,029
Wages, Paid Leave and Payroll Related Taxes		948,410		259,122
Accrued Interest		120,067		8,403
Legal Settlements		152,976		171,750
Other		20,769		80,209
Total	$	1,538,060	$	1,156,136

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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.

~~Accounts~~Item ~~payable~~9B. ~~due~~Other ~~to related parties are reimbursable general and administrative expenses paid by the Company’s President and Consultant~~Information.

~~Note 8~~None. ~~Long-Term Debt~~

~~Long-term~~Change ~~debt~~of ~~consists~~Company’s ~~of:~~Name to Terra Inventions Corp. and Reverse Stock Split

	July 31,			July 31,
	2012			2011
5% Note payable to Bayview Loan Servicing, LLC, payable in monthly installments of $5,433 including interest, collateralized by real property. Due to foreclosure of the building, the entire balance is included in current portion of long-term debt. (1)	$	946,279		$	951,921
9.367% Note payable to Allegiance Direct Bank, payable in monthly installments of approximately $1000, due in full on February 28, 2012 (2)		-			6,112
12% Note payable to Frontline Asset Management, payable in monthly installments of interest only, due in full on March 1, 2012 (3)		508,492			349,465
48.956% Note payable to Amicus Funding Group, LLC, payable in monthly installments of approximately $467, collateralized by real property due in full on September 1, 2013 (4)		6,297			7,394
26.85% Note payable to Treger Financial, payable in monthly installments of approximately $2,000, collateralized by real property due in full on June 1, 2012 (5)		-			24,123
10% Note payable to Cameo Properties, LLC payable in monthly installments of interest only, due in full on December 27, 2014 (6)		250,000			-
		1,711,068			1,339,015
Less Current Portion		(1,460,189	)		(399,407	)
	$	250,879		$	939,608

On November 26, 2012, our Board of Directors authorized the merger with our wholly-owned subsidiary, Terra Inventions Corp. and also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:10 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:10 ratio, from 400,000,000 shares to 40,000,000 shares. In the merger the name of our company was changed from Li-ion Motors Corp. to Terra Inventions Corp. Both of these corporate actions were permitted to be taken by the Company’s Board of Directors without stockholder approval under Nevada NRS 92A.180 (for the merger with the subsidiary and name change) and NRS 78.207 (for the change in authorized and outstanding stock), and were authorized to be effective upon receipt of FINRA approval for trading purposes.

35The change of the Company’s name to Terra Inventions Corp. and the 1:10 reverse split with the concurrent reduction of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on December 21, 2012.

Table of Contents -39-

~~Principal~~PART ~~maturities for long-term debt are as follows for the years ended July 31:~~III

2013	$	1,460,189
2014		879
2015		250,000
2016		-
2017		-
Thereafter		-
	$	1,711,068

Item 10. Directors, Executive Officers, and Corporate Governance.

~~(1)~~Our Inexecutive ~~November~~officers ~~2007,~~and ~~the~~directors and ~~Company~~their ~~refinanced~~respective ~~the~~ages ~~first~~as ~~mortgage~~of ~~loan~~October ~~on its Mooresville, North Carolina building (the “property”) with Bayview. On March~~ 31, 2010, the Company entered into a stipulation agreement with Bayview which reduced the monthly payment to $5,349, including interest. On May 27, 2011, the Company entered into a loan adjustment agreement with Bayview which increased the unpaid liability by $9,043 to $953,316 and decreased the monthly payments to $5,433, including interest. In 2013, ~~Bayview may step up the interest rate at that time. The loan is set to mature on March 31, 2038. Effective April 1, 2012, the interest rate adjusted to Prime plus 4.875%. Interest rate changes~~ are ~~limited~~as to 2% increase or decrease in any annual adjustments. Interest expense for the year ended July 31, 2012 and 2011, was $47,981 and $34,753, respectively. The Company is in default of this note, and on the debt secured by a second lien on the property held by Frontline. On July 25, 2012, Frontline, the junior lien holder noticed a foreclosure hearing and sale to take place on August 22, 2012, and the sale of the property to an assignee of Frontline, which was the only bidder, was completed on September 14, 2012. The Company debt to Bayview was reduced to zero upon the completion of the sale.follows:

(2) On February 28, 2011, the Company financed a general liability insurance policy with Allegiance Direct Bank (“Allegiance”) for the period February 28, 2011 to February 28, 2012 for $13,351. The Company was required to make a down payment of $3,351 in February 2011 and monthly payments including interest of 9.4%. During the year ended July 31, 2012 and 2011, the Company repaid $6,111 and $8,888, respectively. The Company was unable to make the final three payments on the note and the Company’s general liability insurance was cancelled. The remaining months unused in the policy was credited back to the note of $3,098, which left a zero balance due to Allegiance. Interest expense for the year ended July 31, 2012 and 2011, paid to Allegiance Direct Bank is $197 and $692, respectively.

Name		Age		Position
Stacey Fling		54		Chief Executive Officer, President and Director

~~(3)~~Our OnBoard ~~February~~of ~~26,~~Directors ~~2010,~~consists ~~the~~of ~~Company entered into a loan agreement with Frontline~~one director. The ~~loan~~following ~~provides~~information ~~for payments to the Company of $2,000,000~~ with ~~interest~~respect ~~at a fixed annual rate of 12%. On March 1, 2012, an Addendum~~ to the ~~original~~principal ~~Promissory~~occupation ~~Note,~~or ~~dated~~employment ~~February 26, 2010, was entered into which amended the term~~ of ~~the~~each ~~note~~officer ~~to provide~~and ~~for interest only payments~~director, ~~due on~~ the ~~last day of every month until maturity date March 30, 2013, when all~~ principal business ~~and accrued interest shall be due and payable. On April 11, 2011, Frontline assigned $850,279~~ of ~~its debt to Winsor Capital, Inc. (“Winsor”). On April 19, 2011, Frontline partially assigned $437,309 to Kisumu S.A. (“Kisumu”) and Kisumu immediately converted~~ the ~~assigned~~corporation ~~note~~or ~~for~~other ~~1,041,212~~organization ~~shares~~in ofwhich ~~Common~~such ~~Stock~~occupation ator aemployment ~~fair~~is ~~value~~carried ~~price of $0.42 per share. On April 19~~on, ~~2011, Frontline assigned $420,000 to Eurolink Corporation (“Eurolink”)~~ and ~~Eurolink~~such ~~immediately~~person's ~~converted~~business experience during the ~~assigned~~past ~~note~~five ~~for 1~~years,~~000,000~~ ~~shares~~has ofbeen ~~Common~~furnished ~~Stock at a fair value price of $0.42 per share. On December 27, 2011, Frontline purchased two electric vehicles for $255,000. On the same day Frontline assigned $250,000~~ to ~~Cameo Properties, LLC. On April 26, 2012,~~ the Company ~~assigned~~by ~~$112,500 of its note receivable with SPS to Frontline which reduced~~ the ~~balance~~respective ~~due~~officers toand ~~Frontline by $112,500.~~director:

~~Loans~~Stacey ~~under~~Fling had been the President ~~Frontline~~of ~~loan~~A ~~agreement~~& ~~are~~S ~~secured~~Holdings, byInc., a ~~junior~~real ~~deed~~estate ofinvestment ~~trust~~and ondevelopment ~~the~~company ~~Company’s property~~ located atin ~~158~~Las ~~Rolling~~Vegas, ~~Hill~~NV ~~Road,~~from ~~Mooresville,~~2003 ~~North~~to ~~Carolina~~2011. OnPrior to ~~August 22~~2003, ~~2012,~~Ms. ~~the~~Fling ~~foreclosure~~managed ~~by Frontline of~~ the ~~property~~administrative ~~took~~offices ~~place, pursuant to a notice~~ of ~~foreclosure~~an ~~and~~environmental ~~sale~~remediation ~~dated July 25, 2012,~~ and ~~the~~monitoring ~~foreclosure~~company ~~sale~~with tooffices anin ~~assignee of Frontline~~San Diego, ~~which was the only bidder~~California, ~~was~~as ~~completed~~well onas ~~September~~in ~~14,~~Las ~~2012. Frontline received $50~~Vegas,~~000~~ ~~upon the sale of the foreclosed property and this amount will reduce the debt to Frontline~~Nevada.

~~During~~Term ~~the year ended July 31, 2012 and 2011, the Company received advances totaling $838,814 and $1,968,314, respectively; and made payments~~ of ~~$62,288 and $1,146,665, respectively. Interest expense for the year ended July 31, 2012 and 2011, was $65,071 and $101,522, respectively.~~Office

~~(4)~~Our Ondirectors ~~March~~are ~~11,~~appointed ~~2011,~~for ~~the~~a ~~Company~~one-year term ~~financed~~to ~~$7,992~~hold ~~for~~ office ~~equipment~~until ~~with~~the ~~Amicus~~next annual ~~Funding~~general ~~Group,~~meeting ~~LLC~~of ~~(“Amicus”)~~our ~~and~~shareholders ~~monthly~~or ~~payments~~until ~~including~~removed ~~interest~~from ofoffice ~~48.956%~~in accordance with ~~are~~our ~~approximately $467~~bylaws. ~~During~~ ~~the~~Our ~~year~~officers ~~ended~~are ~~July~~appointed ~~31,~~by ~~2012~~our ~~and~~board ~~2011,~~of ~~the~~directors ~~Company repaid $1,097~~ and ~~$598,~~hold ~~respectively.~~office ~~Interest~~until ~~expense~~removed ~~for~~by the ~~year ended July 31, 2012 and 2011, was $3,109 and $1,269, respectively~~board. ~~The Company is in default on this note.~~

36Committees

~~Table~~We do not have any committees of ~~Contents~~the Board of Directors.

~~(5)~~Corporate OnCode ~~February 1, 2011, the Company financed $29,750 for production equipment with Treger Financial (“Treger”) and monthly payments including interest~~ of 26.85% are approximately $2,000. During the year ended July 31, 2012 and 2011, the Company repaid $4,560 and $5,627, respectively. Interest expense for the year ended July 31, 2012 and 2011, was $2,591 and $3,996, respectively.Conduct

OnWe ~~June~~have ~~13,~~adopted ~~2012,~~a corporate ~~the~~code of ~~Company~~conduct, ~~entered~~which provides ~~into~~for aninternal ~~agreement~~procedures ~~with~~concerning ~~Treger~~the inreporting ~~which~~and wedisclosure ~~agreed~~of tocorporate ~~surrender~~matters ~~the~~that are ~~production~~material ~~equipment~~ to ~~them~~our inbusiness ~~return~~and ~~for;~~to ~~(1)~~our ~~$11,000~~stockholders. inThe ~~cash;~~corporate ~~(2)~~code ~~all~~of ~~late~~conduct includes ~~fees~~a ~~incurred~~code of ~~$9,423;~~ethics ~~(3)~~for ~~the~~our officers and employees as ~~outstanding~~to ~~principal~~workplace conduct, dealings ~~balance~~with ofcustomers, ~~$19~~compliance with laws,~~563;~~ ~~and~~improper ~~(4) accrued~~ payments, conflicts of interest, insider trading, company confidential information, ofand ~~$2,207~~behavior ~~would~~with behonesty ~~eliminated~~and integrity.

~~(6)~~Significant The Company entered into a Loan Agreement, dated as of July 14, 2011, with Cameo Properties LLC (“Cameo”) and was amended on October 14, 2011 (the “Amended Loan Agreement”). Each Note issued under the Amended Loan Agreement is due three years from the date of its issuance. The Amended Loan Agreement provides for loans to the Company of up to $750,000 (the “Loan”), with a minimum initial loan of $250,000 within 60 days of the date of the Loan Agreement, and up to an additional $500,000 within the first year and a half from execution of the Amended Loan Agreement. This is not a revolving facility, and any principal repaid by the Company will not be available for additional advances to the Company under the Amended Loan Agreement. The Company cannot, without the Lender’s consent, prepay all or part of the Loan. The notes evidencing the installments of the loans bear interest payable monthly in arrears at the rate of 10% per annum, and mature and are due and payable three years from the date of issuance. On December 27, 2011, Frontline assigned $250,000 of its receivable to Cameo. Interest expense for the year ended July 31, 2012 and 2011, was $14,863 and $0, respectively.Employees

~~Note~~We 9.have ~~Stockholders’~~no ~~Equity~~significant ~~(Deficiency)~~employees other than the officers described above.

On Section ~~April~~16(A) ~~15,~~Beneficial Ownership ~~2010,~~Reporting the Company entered into a loan agreement for $2,000,000 with Winsor. The entire loan amount was secured by 10,000,000 shares of the Company common stock. On April 19, 2011, Winsor converted the entire $2,000,000 outstanding loan amount for the 10,000,000 collateralized common stock.Compliance

OnSection ~~April~~16(a) ~~19,~~of ~~2011,~~the ~~Frontline~~Exchange ~~partially~~Act ~~assigned~~requires the ~~$437,309~~Company’s toexecutive ~~Kisumu~~officers ~~S.A.~~and ~~(“Kisumu”)~~directors, and ~~Kisumu~~persons ~~immediately~~who ~~converted~~beneficially own more than ten percent of the ~~assigned note for 1~~Company's equity securities,~~041,212~~ to ~~shares~~ file reports of ownership and changes in ~~Common~~ownership ~~Stock~~with atthe aSecurities ~~fair~~and ~~value~~Exchange ~~price~~Commission. Officers, directors ofand ~~$0.42~~greater ~~per~~than ~~share.~~ten percent Onshareholders are ~~April~~required ~~19,~~by ~~2011,~~SEC ~~Frontline~~regulation ~~assigned~~to ~~$420,000~~furnish tothe Company with ~~Eurolink~~copies ~~Corporation~~of all Section 16(~~“Eurolink”~~a) forms they ~~and~~file. Based ~~Eurolink~~on ~~immediately~~its ~~converted~~review of the ~~assigned~~copies ~~note~~of ~~for~~such 1forms received by it,~~000,000~~ ~~shares~~the ofCompany believes that during ~~Common~~the ~~Stock~~fiscal year atended July 31, 2013, aall ~~fair~~such filing requirements applicable ~~value~~to ~~price~~its ofofficers $0and directors were complied with.~~42 per share.~~

OnTable ~~April~~of ~~19,~~Contents ~~2011, Starglow Assets, Inc. converted the entire $3,000,000 outstanding loan amount for the 7,500,000 collateralized shares.~~-40-

OnItem ~~July 14, 2011, the Company entered into a Loan Agreement with Cameo Properties LLC (“Cameo”)~~11. ~~The~~Executive ~~loans under the Loan Agreement are secured, over the life of the loan, by 20 million shares of our common stock~~Compensation. If the Company should default on the loan, Cameo will retain all of the 20 million shares of common stock. In the event of a reverse stock split or combination of shares, the number of shares of common stock constituting the Share Collateral will, immediately following such reverse stock split or combination of shares, be increased by a new issuance of common stock of the Company to that number of shares constituting the Share Collateral immediately prior to such reverse stock split or combination of shares. The certificates representing any share dividends that the Company pays during the term of the Loan with respect to the Shares being held in escrow shall be credited and delivered to the Lender and held by the Lender pursuant to the terms of the Loan Agreement.

~~Effective~~The ~~January~~following ~~26,~~table ~~2012,~~sets ~~the~~forth ~~Securities~~certain information ~~and~~as ~~Exchange~~to ~~Commission approved a one-for-five reverse split of~~ the ~~common stock.~~Company's ~~Pursuant~~highest topaid ~~the~~executive ~~anti-dilution~~officers ~~provisions~~and indirectors for the Company's fiscal years ~~Cameo~~ended ~~Properties~~July 31, 2013, ~~loan~~2012, ~~agreement~~and ~~the~~2011. No ~~Company~~other ~~issued~~compensation ~~16,000,000~~was ~~shares~~paid to ~~Cameo~~any ~~Properties,~~such officer soor director ~~they~~other ~~again~~than ~~held~~the ~~20,00,000~~cash ~~post~~compensation ~~reverse~~set ~~stock~~forth ~~split shares~~below.

~~Changes~~Summary toCompensation ~~Authorized Common Stock~~Table

On June 24, 2011, the Board of Directors unanimously approved an amendment to the Articles of Incorporation to increase the authorized number of shares of common stock from 100 million shares, par value $.001 per share, to 300 million shares, par value $.001 per share. The Company filed the amendment with the Secretary of State of Nevada on August 10, 2011, after mailing a Definitive Information Statement to the Company’s stockholders and the amendment was effective August 10, 2011.

Name and Principal Position	Year*		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)	Total ($)
(a)		(b)		( c )		(d)		(e)		(f)	(g)		(h)	(i)		(j)
Stacey Fling, President		2011	$	61,200	$	—	$	—	$	—	$-	$	—	$-	$	61,200
		2012		62,400		—		—		—	-		—	-		62,400
		2013		-0-		—		—		—	-		—	-		-0-

On December 13, 2011, the Board of Directors unanimously approved an amendment to the Company’s Articles of Incorporation to change the authorized number of shares of common stock from 300 million shares, par value $.001 per share, to 60 million shares, par value $.001 per share, and to effect a reverse split in the outstanding common stock in the same ratio. The Company filed the amendment with the Secretary of State of Nevada on December 14, 2011.__________________________________________________________________________________

37* Years ended July 31, 2013, 2012 and 2011.

~~Table~~Option/SAR ofGrants ~~Contents~~in Last Fiscal Year

~~Our~~There ~~board~~were ofno ~~directors~~grant ~~unanimously~~of ~~approved~~options ~~an amendment~~ to purchase our ~~Articles of Incorporation to increase the authorized number of shares of~~ common stock ~~from 60,000,000 shares, par value $.001 per share,~~ to ~~400,000,000~~our ~~shares,~~officers ~~par~~or ~~value~~directors ~~$.001~~in ~~per~~fiscal ~~share~~2012, onand ~~July~~there ~~20,~~were ~~2012.~~no Onexercises ~~the same date we received the written consent from shareholders~~ of ~~our~~such ~~company~~options ~~holding~~during aor ~~majority~~options ~~(75.69%)~~held at of the ~~outstanding~~end ~~shares~~ of ~~our~~such ~~common~~fiscal ~~stock.~~year Weby ~~filed~~officers ~~the~~or ~~amendment with the Secretary of State of Nevada on August 30, 2012, and the amendment was effective on that date~~directors.

~~Note~~Directors’ ~~10. Net Earnings (Loss) Per Common Share~~Compensation

The following table ~~sets~~shows ~~forth~~compensation paid ~~the~~to ~~reconciliation~~our ofdirectors ~~the~~in ~~basic and diluted net earnings (loss) per common share computations for~~ the ~~years~~fiscal year ended July 31, ~~2012 and 2011~~2013.

	Years Ended
	July 31,
	2012			2011
Basic and Diluted Earnings (Loss) Per Share
Net Earnings (Loss) Ascribed to Common Shareholders - Basic and Diluted	$	(2,312,015	)	$	118,921
Weighted Average Shares Outstanding - Basic and Diluted		26,423,470			26,127,867
Basic and Diluted Net Earnings (Loss) Per Common Share	$	(0.09	)	$	0.00

Director Compensation

Year Ended

Change in

July 31, 2011

Pension Value and

Basic and Diluted Loss Per Common Share

Nonqualified

Weighted Average Number of Shares Outstanding -Basic and Diluted

30,628,907

Fees Earned

Non-Equity

Deferred

or Paid in

Stock

Option

Incentive Plan

Compensation

All Other

Name

Cash ($)

Awards ($)

Compensation ($)

Earnings ($)

Compensation ($)

Total ($)

(a)

(b)

( c )

(d)

(e)

(f)

(g)

(h)

Stacey Fling

-0-

The Company records compensation expense in its consolidated statement of operations related to employee stock-based options and awards in accordance with FASB ASC 718, “Compensation”, and (“ASC 718”).__________________________________________________________________________________

~~The~~* Stacey ~~Company~~Fling ~~recognizes~~has ~~the~~acted ~~cost~~as ~~of all employee stock options on~~ a ~~straight-line~~director ~~attribution~~since ~~basis over their respective contractual terms~~May 1, ~~net of estimated forfeitures~~2009. ~~The Company has selected the modified prospective method of transition.~~

~~Stock~~Table ~~Option~~of ~~Plan~~Contents -41-

AsItem of12. ~~July~~Security ~~31,~~Ownership ~~2012, there are no shares~~ of ~~common~~Certain ~~stock~~Beneficial ~~remaining~~Owners and ~~available~~Management ~~for~~and ~~issuance~~Related ~~under~~Stockholder ~~the stock option plans~~Matters.

~~Note~~The 12following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of November 1, 2013 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, and (iii)officers and directors as a group. ~~Income~~Unless ~~Taxes~~otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

The Company adopted the provisions of ASC 740, “Income Taxes” (“ASC 74”) on August 1, 2007. The implementation of ASC 740 did not impact the total amount of the Company’s liabilities for uncertain tax position.

Title of Class	Owner	Number of Shares of Common Stock		Percentage of Outstanding
Common Stock
	Stacey Fling, President and Chief Executive Officer		3		*
	4933 W. Craig Road
	Las Vegas, NV 89130

	Windsor Capital Inc.		3,750,000		9.38	%
	35 New Road #2112
	Belize City, Belize

	Wazalmin Capital Corp.
	88022 7235 Belle Shire
	Mississauga ON, ON L5N 8M1		3,750,100		9.38	%

	Platinum Capital Holding Corp.
	2602 S. Grand Canyon Dr. #2074
	Las Vegas, NV 89117		3,750,000		9.38	%

	Cameo Properties LLC		20,000,000		50.06	%
	Hunkins Waterfront Plaza
	PO Box 556
	Charlestown, Nevis, West Indies

	All Officers and Directors		3		*
	Directors as a Group (2 persons)

~~The Company recorded no provisions for income taxes for the years ended July 31, 2012 and 2011.~~__________________________________________________________________________________

38* Less than 1%

~~Table~~(1) As of ~~Contents~~November 1, 2013, there were 39,945,517 shares of our common stock issued and outstanding.

AChange ~~reconciliation~~in ~~of taxes on income computed at federal statuary rate to the amount provided is as follows:~~Control

	Years Ended
	July 31,
	2012			2011
Tax Provisions Computed at Federal Statuary Rate of 35%
Continuing Operations	$	(809,205	)	$	41,622
Increase (Decrease) in Taxes Resulting From:
(Used) Unused Operating Losses		809,205			(41,622	)
	$	-		$	-

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

	Years Ended
	July 31,
	2012 Tax Effect			2011 Tax Effect
Deferred Tax Assets - Current:
United States Net Operating Loss	$	22,705,162		$	21,895,957
Valuation Allowances		(22,705,162	)		(21,895,957	)
	$	-		$	-

Table of Contents

-42-

~~Note~~Effective 13April 15, 2008, the Company entered into a License Agreement (“License Agreement”) with Clean Enviro Solutions Corp., ~~Commitments~~now Clean Enviro Tech Corp. (“Clean Enviro”) providing for their license to Clean Enviro of their patent applications and ~~Contingencies~~technologies for rechargeable lithium ion batteries for electric vehicles and other applications (“Licensed Products”). Under the License Agreement, the Company has the right to purchase their requirements of lithium ion batteries from Clean Enviro, and their requirements of lithium ion batteries shall be supplied by Clean Enviro in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of Clean Enviro. The Company’s cost for lithium ion batteries purchased from Clean Enviro shall be Clean Enviro’s actual manufacturing costs for such batteries for the fiscal quarter of Clean Enviro in which the Company’s purchase takes place. On May 25, 2010 the license agreement was amended to reflect Clean Enviro’s territory would only be the United States, U.S. possessions and territories and we can license other companies in other parts of the world. We have issued a license to a firm for the rights in Canada.

~~Lease~~Under the terms of the license agreement, Clean Enviro has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products. To date, Clean Enviro has not met the minimum requirements in the development of technology, and therefore, is not in compliance with its obligations under this covenant of the license agreement. The Company has advised Clean Enviro that it will not give notice of default against them for their failure to comply with this covenant over the term of the License Agreement.

Effective April 16, 2008, ~~SPS~~Clean Enviro agreed to lease approximately 5,000 square feet of space in the Company’s North Carolina facility at a rental rate of $2,500 .00 per month and the monthly rental to be escalated five (5%) percent annually beginning April 16, 2009. The leased space is ~~was~~ suitable for, and utilized by ~~SPS~~Clean Enviro for, ~~SPS~~Clean Enviro’s developmental and manufacturing operations for licensed products pursuant to the License Agreement. The leased space ~~was~~is leased on a month-to-month basis at a current monthly rental of $3,038. Although the lease was signed, the space ~~was~~is only 80% completed as of July 31, 2012. OnThe ~~May~~facility ~~31,~~was ~~2012,~~closed ~~with the Company closing its facility~~ in ~~North~~May ~~Carolina~~2012, ~~Sky Power’s lease was terminated~~ and wethere ~~are~~is no longer ~~collecting~~any ~~rent~~leased ~~from~~space ~~them~~available.

~~Total~~Item ~~rental~~14. ~~income~~Principal ~~for~~Accountant ~~the~~Fees ~~years ended July 31, 2012~~ and ~~2011 was $32,083and $42,625, respectively~~Services.

Surety Bond

	Fiscal 2013		Fiscal 2012
Audit - Related Fees (1)	$	12,500	$	18,250
Tax Fees (2)		—		—
All Other Fees		—		—
Audit committee pre-approval processes, percentages of services approved by audit committee, percentage of hours spent on audit engagement by persons other than principal accountant's full time employees.		N/A		N/A

~~The~~(1) Audit Fees ~~Company~~consist ~~renewed the manufacturing license with the North Carolina Department~~ of ~~Motor~~fees ~~Vehicles.~~billed ~~This~~for ~~license~~professional ~~requires~~services arendered ~~surety bond of $50,000~~ for ~~three years which~~ the ~~Company~~audit ~~acquired from Kaercher Campbell & Associates and is effective through February 18, 2012. The Company is licensed as a motor vehicle dealer to engage in the business~~ of ~~selling motor vehicles by~~ the ~~State of North Carolina DMV. The~~ Company'’s ~~license~~consolidated ~~was~~annual ~~effective~~financial statements ~~through March 31, 2012. The bond was not renewed~~ and ~~subsequently~~review ~~lapsed. With the economic downturn, the status~~ of the ~~North~~interim ~~Carolina~~consolidated ~~facility~~financial ~~still~~statements ~~unresolved,~~included ~~the~~in ~~layoff~~quarterly ofreports ~~employees,~~and ~~the~~services ~~company has not sought another bond to renew the manufacturing license. It is possible~~ that ~~when~~are ~~funding~~normally provided isin ~~available,~~connection ~~engineers~~with statutory and ~~technicians~~regulatory ~~have~~filings ~~been hired, the present location~~ or ~~a new location has been secured that applying for a manufacturing license may need to be commenced anew without the possibility of renewing the lapsed license~~engagements.

39(2) Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, international tax, research, and unclaimed property services.

Table of Contents -43-

~~Legal~~Item ~~Proceedings~~15. Exhibits and Financial Statement Schedules.

The Company is currently involved in various claims and legal proceedings. Quarterly, the Company reviews the status of each significant matter and assesses its potential financial exposure and if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss.

Exhibit No.		Description
3.1		Articles of Incorporation of the Company.(Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 29, 2001.)

3.1a		Certificate of Amendment to Articles of Incorporation filed October 27, 2004. (Incorporated by reference to Exhibit3.1a to the Company’s Current Report on Form 8-K, filed with the Commission on November 2, 2004.)

3.1b		Form of Restatement of Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1a to the Company’s Quarterly Report on Form 10-QSB, filed with the Commission on December 15, 2004.)

3.1c		Certificate of Amendment to Articles of Incorporation, filed effective March 9, 2005. (Incorporated by reference to Exhibit 3.1c to the Company’s Annual Report on Form 10-KSB, filed with the Commission on May 23, 2005.)

3.1d		Certificate of Change, filed effective January 17, 2008. (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on January 16, 2008.)

3.1e		Certificate of Amendment to Articles of Incorporation, filed effective December 24, 2007. (Incorporated by reference to Exhibit 3.1e to the Company’s Annual Report on Form 10-K, filed with the Commission on November 12, 2008.)

3.1f		Certificate of Amendment to Articles of Incorporation, filed effective February 19, 2009.(Incorporated by reference to Exhibit 3.1f to the Company’s Current Report on Form 8-K, filed with the Commission on February 27, 2009.)

3.1g		Certificate of Merger with subsidiary, dated December 28, 2009, amending Articles of Incorporation of Company to change the name of the Company to Li-ion Motors Corp. (Incorporated by reference to Exhibit 3.1g to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)

3.1h		Certificate of Change, filed effective February 1, 2010. (Incorporated by reference to Exhibit 3.1h to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)

3.1i		Certificate of Amendment to Articles of Incorporation, filed effective May 17, 2010. (Incorporated by reference to Exhibit 3.1i to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)

3.1j		Certificate of Amendment to Articles of Incorporation, filed effective August 10, 2011. (Incorporated by reference to Exhibit 3.1j to the Company’s Current Report on Form 8-K, filed with the Commission on August 16, 2011.)

3.1k		Certificate of Change, filed December 13, 2011. (Incorporated by reference to Exhibit 3.1k to the Company’s Current Report on Form 8-K, filed with the Commission on January 31, 2011.)

~~Caudle~~Table ~~& Spears has obtained a default judgment against the Company in Meckenberg County, North Carolina, General Court, in the amount~~ of ~~$17,686.~~Contents This law firm represented us in our litigation against Martin Koebler, a former employee, whom we successfully sued for return of Company property and other damages. The Company is in settlement negotiations with Caudle & Spears, since its judgment against Martin Koebler is still in the collection process. A payment agreement has been reached in the amount of $2,500 per month with no interest until paid. The Company is not current with its payment arrangements and has a balance of $4,263 still due.-44-

Internal Revenue Service (“IRS”) served the Company with a tax lien dated March 3, 2010 in the total amount of $251,928. Third quarter 2009 taxes are approximately $117,000, which are included in total due. The Company has been served with an additional tax lien dated January 19, 2011, in the amount of $2,925. The Company had a payment plan in place with IRS; however, the Company is arrears in payments as of July 31, 2012. Management is working with the local IRS office to try and revise the payment agreement. The balance due on the most recent statement from the IRS is $566,071.

3.1l		Certificate of Amendment to Articles of Incorporation, filed effective August 30, 2012. (Incorporated by reference to Exhibit 3.1l to the Company’s Current Report on Form 8-K, filed with the Commission on September 7, 2012.)

3.lm		Certificate of Change, filed November 29, 2012. Filed herewith.

3.1n		Certificate of Merger with subsidiary, filed November 30, 2012, amending Articles of Incorporation of Company to change the name of the Company to Terra Inventions Corp. (corrected). Filed herewith.

3.2		By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)

4.1		Specimen Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)

4.2		Whistler Investments, Inc. 2003 Restricted Stock Plan. (Incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed with the Commission on July 18, 2003.)

10.3		Office Services Agreement, dated May 1, 2000, between the Company and Dewey Jones. (Incorporated herein by reference to Exhibit 10.3 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)

10.4		Asset Purchase Agreement dated April 10, 2002 between Salim S. Rana Investments Corp. and Whistler Investments, Inc. (Incorporated by reference to Exhibit No. 10.1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on May 6, 2002.)

10.5		Agreement dated January 1, 2003 between Whistler Investments, Inc. and Kim Larsen respecting the disposition of Azra Shopping Center. (Incorporated by reference to Exhibit 10.1 to the Company's Amendment No. 1 to its Annual Report on Form 10-KSB filed May 8, 2003)

10.6		Amendment to Licensing Agreement, dated October 21, 2003, between Nu Age Electric Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the Commission on November 21, 2003.)

10.7		Agreement dated October 21,2003, by and between RV Systems, Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the Commission on November 21, 2003.)

10.8		Investment Agreement, dated as of January 19, 2004, by and between Whistler Investments, Inc. and Dutchess Private Equities Fund, L.P. (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the Commission on January 23, 2004.)

10.9		Registration Rights Agreement dated as of January 19, 2004, by and between Whistler Investments, Inc. and Dutchess Private Equities Fund, L.P. (Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the Commission on January 23, 2004.)

10.10		Stock Redemption and Reissuance Agreement, dated as of February 10, 2004, Between Whistler Investments, Inc. and Salim S. Rana Investments, Inc. (Incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)

~~Tallman~~Table ~~Hudders & Sorrentino has obtained a judgment in Lehigh County, Pennsylvania, on behalf~~ of ~~their~~Contents ~~client Javad Hajihadian, an individual. Mr. Hajihadian had ordered and paid for, the first super car to be produced by Li~~-ion Motors in November 2008. The car was in the design stage when it was ordered. Mr. Hajihadian’s attorney subsequently contacted the Company to cancel his contract and have his payment refunded. The parties had reached a settlement agreement and the payment was being refunded with interest. The settlement agreement was for $102,500 and stipulated monthly payments of $10,250 commencing in July 2010. Payments were made through November 2010, totaling $51,250, leaving a balance of five payments or $51,250 still due; which is reflected on the Company’s balance sheet under current liabilities. The Company became delinquent and Mr. Hajihadian proceeded with litigation and on February 4, 2011, a judgment was issued in his favor for $51,750.45-

10.11		Letter from City of Austin, Texas, dated February 27, 2004. (Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)

10.12		Memorandum of Understanding, dated March 15, 2004, between Shanghai Geely Metop International and the Global Electric 21 subsidiary of Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)

10.13		Loan Agreement, made as of the 20th day of February, 2004, among Sterling Capital Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)

10.14		Letter Agreement, dated February 3, 2004, between Whistler Investments, Inc. and RV Systems, Inc. (Incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)

10.15		Purchase and Sale Agreement, made effective as of the 3rd day of December, 2004, between WhistlerTel, Inc. and Trade Winds Telecom, LLC. (Incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K, filed with the Commission on December 8, 2004.)

10.16		Bill of Sale and Assignment, dated as of December 3, 2004, between Trade Winds Telecom LLC and Whistlertel,Inc. (Incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K, filed with the Commission on December 8, 2004.)

10.17		Agreement and Plan of Reorganization, dated as of August 18, 2005, among the Company, Whistlertel, Inc. and Javakingcoffee, Inc. (Incorporated by reference to Exhibit 10.17 to the Company's Current Report on Form 8-K, filed with the Commission on August 24, 2005.)

10.18		Notice, dated July 2, 2005, from EV Innovations, Inc. To RV Systems, Inc. (Incorporated by reference to Exhibit10.18 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 26, 2005.)

10.19		Non-reimbursable Space Act Agreement between National Aeronautics and Space Administration, John F. Kennedy Space Center and EV Innovations, Inc. (Incorporated by reference to Exhibit 10.19 to the Company's Quarterly Report on Form 10-QSB, filed with the Commission on March 17, 2006.

10.20		Agreement dated March 30, 2006 between Paratransit, Inc. and the Company. (Incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)

10.21		Request for Pilot Approval, submitted May 31, 2006, to New York City Taxi and Limousine Commission by the Company. (Incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)

10.22		Consulting Agreement, dated March 26, 2007, between Hybrid Technologies, Inc. and Griffen Trading Company.(Incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-QSB, filed with the Commission on June 19, 2007.)

10.23		Loan Agreement, dated as of October 29, 2007, between Wyndom Capital Investments, Inc. and the Company.(Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 13, 2007.)

~~Fine~~Table ~~Mobile and Li-ion Motors entered into a confession~~ of ~~judgment~~Contents ~~in relation to X~~-Prize winnings. The parties agreed to a payment arrangement of $10,000 per month for a period of eight (8) months. If a default were to occur, the debtor would then be entitled to exercise confession of judgment in the amount of $120,000 without further delay. The initial payment was wired on December 15, 2011; however, the Company was unable to make any additional payments. On June 18, 2012 Fine Mobile executed the judgment with the Iredell County Sheriff’s Office and on July 2, 2012, the Sherriff took possession of the building located at 158 Rolling Hill Road, Mooresville, NC, seizing all remaining assets.46-

Note 14. Other Miscellaneous Income

10.24		Form of Note issuable pursuant to the Loan Agreement, dated October 29, 2007, between Wyndom Capital Investments, Inc. and the Company, filed herewith. (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 13, 2007.)

10.25		Stock Purchase Agreement, dated as of April 15, 2008, between the Company and Blue Diamond Investments, Inc.(Incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)

10.26		License Agreement, dated April 15, 2008, between the Company and Zingo, Inc. (now Clean Enviro Tech Corp.).(Incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)

10.27		Loan Agreement, dated as of May 5, 2008, between Crystal Capital Ventures Inc. and the Company. (Incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K, filed with the Commission on June 6, 2008.)

10.28		Form of Note issuable pursuant to the Loan Agreement, dated May 5, 2008, between Crystal Capital Ventures Inc. and the Company. (Incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K, filed with the Commission on June 6, 2008.)

10.29		Letter to the Clean Enviro Tech Corp., dated October 1, 2009, waiving default under April 14, 2008 License Agreement, (Incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)

10.30		Loan Agreement, dated as of April 15, 2010, between Winsor Capital Inc. and the Company. (Incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2010.)

10.31		Form of Note issuable pursuant to the Loan Agreement, dated April 15, 2010, between Winsor Capital Inc. and the Company. (Incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2010.)

10.32		License Agreement, made effective May 28, 2010, between the Company and Lithium Electric Vehicle Corp. (Incorporated by reference to Exhibit 10.32 to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)

10.33		Promissory Note, payable to Frontline Asset Management, Inc.(Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.).

10.34		Amendment to Promissory Note, dated October 11, 2010, between the Company and Frontline Asset Management, Inc. (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)

10.35		Amendment, dated as of October 11, 2010, to License Agreement, dated as of May 28, 2010, by and between the Company and Lithium Electric Vehicle Corp. (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)

10.36		Amendment, dated as of October 12, 2010, to Loan Agreement, dated as of May 5, 2008, between the Company and Crystal Capital Investments. (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)

10.37		Amendment, dated May 25, 2010, to License Agreement, dated April 14, 2008, between the Company and Sky Power Solutions, Inc. (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)

~~Other~~Table ~~income for the year ended July 31, 2012, consisted primarily~~ of ~~accounting~~Contents ~~fees and rental income from Sky Power for $62,083 and interest income from the LEVC Note of $175,479. This income was offset by other miscellaneous expenses of $2,708.~~-47-

Other income for the year ended July 31, 2011, consisted primarily of (a) accounting fees and rental income from Sky Power for $72,625; (b) interest income from the LEVC Note of $118,440; (c) forgiveness of debt in connection with the adjustment of previously recorded accounts payable of $123,621; and (d) net proceeds of $2,303,790 from X-Prize.

10.38		Stock Purchase Warrant, dated April 19, 2011, issued to Starglow Asset, Inc. (Incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on June 14, 2011.)

10.39		Stock Purchase Warrant, dated April 19, 2011, issued to Winsor Capital, Inc. (Incorporated by reference to Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on June 14, 2011.)

31		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

40Table of Contents -48-

~~Table of Contents~~SIGNATURES

~~Note~~In accordance with Section 13 or 15.(d) ~~Subsequent~~of ~~Events~~the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Our board of directors unanimously approved an amendment to our Articles of Incorporation to increase the authorized number of shares of common stock from 60,000,000 shares, par value $.001 per share, to 400,000,000 shares, par value $.001 per share, on July 20, 2012. On the same date we received the written consent from shareholders of our company holding a majority (75.69%) of the outstanding shares of our common stock. We filed the amendment with the Secretary of State of Nevada on August 30, 2012, and the amendment was effective on that date.

	TERRA INVENTIONS CORP.

Date: November 14, 2013	By:	/s/ Stacey Fling
		Stacey Fling
		Chief Executive Officer and Principal Financial Officer

OnIn accordance with ~~August 25, 2012,~~ the ~~Board approved a debt conversion at $.03 per share. Frontline assigned $39~~ Securities Exchange Act,~~000~~ this ~~debt~~report tohas ~~Kisumu~~been ~~S.A.~~signed below ~~1,300,000~~by ~~shares~~the ~~were~~following ~~issued~~persons on ~~September~~behalf ~~13,~~of ~~2012~~the registrant and ~~that~~in ~~portion of~~ the ~~debt~~capacities and ~~was~~on ~~retired~~the dates indicated.

On September 28, 2012, the Board approved the cancellation of $12,180 of Frontline debt at $0.0084 per share and issued 1,450,000 shares of common stock.

By:	/s/ Stacey Fling
	Stacey Fling
	President and C.E.O.
	(President, Chief Executive Officer
	Principal Financial Officer and Director)

Date:	November 14, 2013

OnTable ~~July 12, 2012, Bayview filed a notice~~ of ~~hearing~~Contents on foreclosure on its deed of trust and security agreement on the Company’s property at 158 Rolling Hill Road, Mooresville, NC (the “property”), with the County of Iredell, North Carolina, General Court of Justice, Superior Court Division, for a hearing on August 21, 2012. A similar notice of foreclosure pursuant to the Frontline deed of trust was filed by the Trustee with the same court on July 25, 2012, noticing a hearing for August 22, 2012, the amended notice of default in the amount of $660,546 having been given on July 23, 2012. The Frontline Trustee also filed on July 25, 2012, a notice of foreclosure and sale to take place on August 22, 2012. The Trustee under the Bayview deed of trust on August 21, 2012, filed its notice of foreclosure and sale to take place on September 18, 2012, of the real and personal property securing the deed of trust. On September 14, 2012, the sale of the property pursuant to the Frontline August 22, 2012 foreclosure and sale was completed, and Frontline assigned its rights to its foreclosure bid to A&S Holdings Inc., subject to the rights of Bayview, as the holder of the first mortgage on the property.-49-

41EXHIBIT 3.1m

~~Table~~ROSS MILLER Secretary of ~~Contents~~State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov

~~Item~~Certificate of 9.Change ~~Changes~~Pursuant to InNRS ~~and Disagreements With Accountants on Accounting and Financial Disclosure~~78.209

None.

Filed in the office of	Document Number 20120807835-66
	Document Number 20120807835-66
_	Filing Date and Time
Ross Miller	11/29/2012 8:35 PM
Secretary of State	Entity Number
State of Nevada	C10054-2000

~~Item~~USE 9ABLACK ~~(T).~~INK ONLY ~~Controls~~- ~~and~~DO ~~Procedures.~~NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

~~Evaluation~~ Certificate of ~~Disclosure~~Change ~~Controls~~filed ~~and~~Pursuant ~~Procedures~~to NRS 78.209

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer, to allow timely decisions regarding required disclosure1. Name In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~achieving~~corporation: For Nevada ~~the~~Profit ~~desired~~Corporations ~~control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.~~

AsLi-ion ofMotors July 31, 2012, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and proceduresCorp. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not as effective as they have previously been. We are tightening procedures to ensure in the future control and paperwork of finances meet GAAP standards.

~~Management's~~2. The ~~Annual~~board ~~Report~~of ondirectors ~~Internal~~have ~~Control~~adopted ~~over~~a resolution ~~Financial~~pursuant ~~Reporting~~to NRS 78.209 and have obtained any required approval of the stockholders.

~~Management~~3. The iscurrent ~~responsible~~number ~~for~~of ~~establishing~~authorized shares and ~~maintaining~~the ~~adequate~~par ~~internal~~value, ~~control~~if ~~over financial reporting~~any, ~~as such term is defined in Rule 13a-15(f)~~ of ~~the~~each ~~Exchange~~class ~~Act.~~or ~~Internal~~series, ~~control~~if ~~over~~any, ~~financial reporting is a process designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~shares before ~~reporting and~~ the ~~preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.~~change:

~~Management assessed the effectiveness of internal control over financial reporting as of July 31~~400,000,000 ~~2012. We carried out this assessment using the criteria~~ shares of ~~the~~common ~~Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. In this assessment management noted that Frontline Asset Management~~stock, ~~who~~par ~~has~~value ~~loaned and funded the company, made some direct wage payments for Li-ion and other liability payments, paperwork on these items was not turned over to the company~~$.001 ~~Some~~per employees have provided written confirmation of payments received; others were not willing to provide written confirmation. Li-ion has instructed Frontline in the future all funds must go directly to the company so records are properly maintained.share

~~Management's~~4. The ~~report~~number ~~was not subject to attestation by our registered public accounting firm pursuant to rules~~ of ~~the~~authorized ~~Securities~~shares and the ~~Exchange~~par ~~Commission.~~value, ~~Management~~if ~~concluded in this assessment that~~any, as of ~~July~~each ~~31,~~class ~~2012~~or series, ~~given~~if ~~management’s actions with regard to the above reportable conditions~~any, ~~our~~of ~~internal~~shares ~~control~~after ~~over financial reporting was effective.~~the change:

~~There~~40,000,000 ~~have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter~~ shares of ~~our~~common ~~2012 fiscal year that have materially affected~~stock, orpar ~~are~~value ~~reasonably~~$.001 ~~likely~~per ~~to materially affect, our internal control over financial reporting.~~share

~~Limitations~~5. The onnumber of shares of each affected class or series, if any, to be issued after the ~~Effectiveness~~change in exchange for each issued share of ~~Controls~~the same class or series:

~~A control system~~3, ~~no matter how well conceived and operated~~237,347 ~~can~~shares ~~provide only reasonable, not absolute, assurance that the objectives~~ of ~~the~~common ~~control system are met. Because of the inherent limitations in all control systems~~stock, nopar ~~evaluation~~value ~~of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected~~$.001 ~~The~~per Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.share

~~Item 9B~~6. The ~~Other~~provisions, ~~Information.~~if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

~~None.~~Table of Contents -50-

427. Effective date of filing: (optional) Date: December 31, 2012 Time:

~~Table~~8. Signature: of(required) (must not ~~Contents~~be later than 90 days after the certificate is filed)

~~PART~~X /s/ ~~III~~Stacey Fling President

~~Item 10. Directors, Executive Officers, and Corporate Governance.~~Title

~~Our~~Signature ~~executive officers and directors and their respective ages as~~ of ~~October 31, 2012 are as follows:~~Officer

Name		Age		Position
Stacey Fling		53		Chief Executive Officer, President and Director

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

~~Our~~This form ~~Board~~must ofbe ~~Directors~~accompanied consists of one director. The following information with respect to the principal occupation or employment of each officer and director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such person's business experience during the past five years, has been furnished to the Company by ~~the~~appropriate ~~respective officers and director:~~fees.

~~Stacey~~Nevada ~~Fling has~~Secretary ~~been the President~~ of State AStock & S Holdings, Inc., since 2003, a real estate investment and development company located in Las Vegas, NV. Prior to 2003, Ms. Fling managed the administrative offices of an environmental remediation and monitoring company with offices in San Diego, California, as well as in Las Vegas, Nevada.Split

~~Term of Office~~Revised: 3-6-09

~~Our~~Table ~~directors are appointed for a one-year term to hold office until the next annual general meeting~~ of ~~our~~Contents ~~shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.~~-51-

~~Committees~~EXHIBIT 3.1n

WeFiled doin ~~not~~the ~~have~~office ~~any~~of ~~committees~~Document Number Ross Miller 20120815786-30 Filing Date and Time Secretary of ~~the~~State ~~Board~~11/30/2012 7:41 AM State of ~~Directors.~~Nevada Entity Number E0439182012-7

~~Corporate~~ROSS ~~Code of Conduct~~MILLER

WeSecretary ~~have adopted a corporate code~~ of conduct, which provides for internal procedures concerning the reporting and disclosure of corporate matters that are material to our business and to our stockholders. The corporate code of conduct includes a code of ethics for our officers and employees as to workplace conduct, dealings with customers, compliance with laws, improper payments, conflicts of interest, insider trading, company confidential information, and behavior with honesty and integrity.State

~~Significant~~204 ~~Employees~~North Carson Street, Ste 1

WeCarson ~~have~~City, noNevada ~~significant employees other than the officers described above.~~89701-4299

~~Section 16~~(A775) ~~Beneficial~~684 ~~Ownership Reporting Compliance~~5708

~~Section~~Website: 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than ten percent of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commissionwww. ~~Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file~~nvsos. Based on its review of the copies of such forms received by it, the Company believes that during the fiscal year ended July 31, 2012, all such filing requirements applicable to its officers and directors were complied with.gov

43Articles of Merger

~~Table~~(PURSUANT ofTO ~~Contents~~NRS 92A.200)

~~Item~~Page ~~11. Executive Compensation.~~1

~~The~~USE ~~following~~BLACK ~~table~~INK ~~sets~~ONLY ~~forth~~- ~~certain~~DO ~~information~~NOT asHIGHLIGHT ABOVE toSPACE ~~the~~IS ~~Company's highest~~FOR ~~paid~~OFFICE ~~executive~~USE officers and directors for the Company's fiscal years ended July 31, 2012, 2011, and 2010. No other compensation was paid to any such officer or director other than the cash compensation set forth below.ONLY

~~Summary~~Articles ~~Compensation~~of ~~Table~~Merger

Name and Principal Position	Year*	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
(a)	(b)	( c )		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Stacey Fling, President	2010	$	74,100	$	-	$	-	$	-	$	-	$	-	$	-	$	74,100
	2011		61,200		-		-		-		-		-		-		61,200
	2012		62,400		-		-		-		-		-		-		62,400
Holly Roseberry, Director	2010		-		-		-		-		-		-		-		-
	2011		-		-		-		-		-		-		-		-
	2012		-		-		-		-		-		-		-		-

Pursuant to NRS Chapter 92A

*1) ~~Years~~Name ~~ended~~and ~~July~~jurisdiction ~~31,~~of ~~2012,~~organization ~~2011~~of ~~and~~each ~~2010~~constituent entity (NRS 92A.200).

** Holly Roseberry⁯ ~~held~~If ~~the~~there ~~office~~are ofmore ~~President~~than ~~from~~four ~~November~~merging 15entities, check ~~2002~~box toand ~~April~~attach ~~30,~~an ~~2009~~81/2" x11" blank sheet containing the required information for each additional entity.

~~Option/SAR~~Terra ~~Grants~~Inventions ~~in Last Fiscal Year~~Corp.

~~There~~Name ~~were no grant~~ of ~~options~~merging ~~to purchase our common stock to our officers or directors in fiscal 2012, and there were no exercises of such options during or options held at the end of such fiscal year by officers or directors.~~entity

~~Directors’ Compensation~~Nevada Corporation

~~The~~Jurisdiction Entity ~~following table shows compensation paid to our directors in the fiscal year ended July 31, 2012.~~type*

~~Director Compensation~~and,

Change in

Pension Value and

Nonqualified

Fees Earned

Non-Equity

Deferred

or Paid in

Stock

Option

Incentive Plan

Compensation

All Other

Name

Cash ($)

Awards ($)

Compensation ($)

Earnings ($)

Compensation ($)

Total ($)

(a)

(b)

( c )

(d)

(e)

(f)

(g)

(h)

Stacey Fling

12,000

Holly Roseberry

21,000

Li-ion Motors Corp.

* StaceyName ~~Fling~~of ~~has~~surviving ~~acted as a director since May 1, 2009 and Holly Roseberry commenced service as a Director on November 15, 2002 and resigned December 21, 2011.~~entity

44Nevada Corporation

~~Table~~Jurisdiction Entity ~~of Contents~~type*

~~Item~~* ~~12.~~Corporation, ~~Security~~non-profit ~~Ownership~~corporation, oflimited partnership, ~~Certain~~limited-liability ~~Beneficial~~company ~~Owners~~or ~~and~~business ~~Management and Related Stockholder Matters~~trust.

~~The~~Filing ~~following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of October 24, 2012, by~~Fee: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, and (iii)officers and directors as a group$350. ~~Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.~~00

Title of Class	Owner	Number of Shares of Common Stock		Percentage of Outstanding
Common Stock
	Stacey Fling, President and Chief Executive Officer		107		*
	4933 W. Craig Road
	Las Vegas, NV 89130
	Cameo Properties LLC		20,000,000		68.55	%
	Hunkins Waterfront Plaza
	PO Box 556
	Charlestown, Nevis, West Indies
	All Officers and Directors		107		*
	Directors as a Group (2 persons)

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 1 Revised: 8-31-11

* LessTable ~~than~~of 1%Contents -52-

~~(1)~~Articles As of ~~November 16, 2012, there were 32,373,470 shares of our common stock issued and outstanding.~~Merger

~~Change~~(PURSUANT inTO ~~Control~~NRS 92A.200)

WePage ~~are not aware of any arrangement that might result in a change in control in the future.~~2

~~Item~~USE ~~13.~~BLACK ~~Certain~~INK ~~Relationships~~ONLY ~~and~~- ~~Related~~DO ~~Transactions,~~NOT ~~and~~HIGHLIGHT ABOVE ~~Director~~SPACE IS ~~Independence.~~FOR OFFICE USE ONLY

~~Effective April 15, 2008, the Company entered into a License Agreement (“License Agreement”~~2) ~~with~~Forwarding ~~Sky~~address ~~Power~~where ~~Solutions~~copies ~~Corp. (“SPS”) providing for their license to Sky Power~~ of ~~their~~process ~~patent~~may ~~applications~~be ~~and~~sent ~~technologies for rechargeable lithium ion batteries for electric vehicles and other applications (“Licensed Products”). Under~~ by the ~~License~~Secretary ~~Agreement, the Company has the right to purchase their requirements~~ of ~~lithium~~State ~~ion batteries from Sky Power, and their requirements~~ of ~~lithium~~Nevada ~~ion~~(if ~~batteries shall be supplied by Superattice in preference to, and on~~ a ~~priority~~foreign ~~basis~~entity asis compared with, supply and delivery arrangements in effect for other customers of SPS. The Company’s cost for lithium ion batteries purchased from SPS shall be SPS’s actual manufacturing costs for such batteries for the ~~fiscal~~survivor ~~quarter of SPS~~ in ~~which~~ the ~~Company’s~~merger ~~purchase~~-NRS ~~takes place~~92A.1 On May 25, 2010 the license agreement was amended to reflect SPI’s territory would only be the United States, U.S. possessions and territories and we can license other companies in other parts of the world. We have issued a license to a firm for the rights in Canada.90):

~~Under~~3) ~~the~~(Choose terms of the license agreement, SPS has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products. To date, SPS has not met the minimum requirements in the development of technology, and therefore, is not in compliance with its obligations under this covenant of the license agreement. The Company has advised SPS that it will not give notice of default against them for their failure to comply with this covenant over the term of the License Agreement.one)

45[ ] The under signed declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

~~Table~~[X] The undersigned declares that a plan of ~~Contents~~merger has been adopted by the parent domestic entity (NRS 92A.180)

~~Effective~~4) ~~April 16, 2008, SPS agreed to lease approximately 5,000 square feet of space in the Company’~~Owner's ~~North~~approval ~~Carolina~~(NRS ~~facility~~92A.180) at(options a, ~~rental rate of $2~~b,~~500.00~~ ~~per~~or ~~month~~c ~~and the monthly rental to~~ must be ~~escalated five (5%) percent annually beginning April 16~~used, ~~2009. The~~as ~~leased space is suitable for~~applicable, ~~and utilized by SPS~~ for, ~~SPS’s~~each ~~developmental~~entity) ~~and~~(if ~~manufacturing~~there ~~operations~~are ~~for~~more ~~licensed~~than ~~products~~four ~~pursuant~~merging toentities, ~~the~~check ~~License~~box ~~Agreement.~~[ ~~The~~] ~~leased~~and ~~space~~attach isan ~~leased~~81/2 onx a11 ~~month-to-month~~blank sheet ~~basis~~containing ~~at a current monthly rental of $3,038. Although~~ the ~~lease~~required ~~was~~information ~~signed,~~for ~~the~~each ~~space~~additional ~~is only 80% completed as of July 31, 2012. The facility was closed in May 2012, and there is no longer any leased space available.~~entity):

~~Item~~(a) 14Owner's approval was not required from Terra Inventions Corp. ~~Principal~~ ~~Accountant~~Name ~~Fees~~of merging entity, if applicable and, ~~Services~~or; Li-ion Motors Corp. Name of Surviving Entity, if applicable ~

	Fiscal 2012		Fiscal 2011
Audit - Related Fees (1)	$	18,250	$	42,000
Tax Fees (2)		-		-
All Other Fees		-		-
Audit committee pre-approval processes, percentages of services approved by audit committee, percentage of hours spent on audit engagement by persons other than principal accountant's full time employees.		N/A		N/A

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 2 Revised: 8-31-11

~~(1) Audit~~Table ~~Fees consist~~ of ~~fees~~Contents billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Madsen & Associates in connection with statutory and regulatory filings or engagements.-53-

~~(2) Tax~~Articles ~~Fees consist~~ of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, international tax, research, and unclaimed property services.Merger

46(PURSUANT TO NRS 92A.200)

~~Table~~Page ~~of Contents~~3

~~Item~~USE ~~15.~~BLACK ~~Exhibits~~INK ~~and~~ONLY ~~Financial~~- ~~Statement~~DO ~~Schedules.~~NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Exhibit No.		Description
3.1		Articles of Incorporation of the Company.(Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 29, 2001.)
3.1a		Certificate of Amendment to Articles of Incorporation filed October 27, 2004. (Incorporated by reference to Exhibit3.1a to the Company’s Current Report on Form 8-K, filed with the Commission on November 2, 2004.)
3.1b		Form of Restatement of Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1a to the Company’s Quarterly Report on Form 10-QSB, filed with the Commission on December 15, 2004.)
3.1c		Certificate of Amendment to Articles of Incorporation, filed effective March 9, 2005. (Incorporated by reference to Exhibit 3.1c to the Company’s Annual Report on Form 10-KSB, filed with the Commission on May 23, 2005.)
3.1d		Certificate of Change, filed effective January 17, 2008. (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on January 16, 2008.)
3.1e		Certificate of Amendment to Articles of Incorporation, filed effective December 24, 2007. (Incorporated by reference to Exhibit 3.1e to the Company’s Annual Report on Form 10-K, filed with the Commission on November 12, 2008.)

(b) The plan was approved by the required consent of the owners of *:

47Name of merging entity, if applicable

~~Table~~Name of ~~Contents~~merging entity, if applicable Name of merging entity, if applicable

3.1f	Certificate of Amendment to Articles of Incorporation, filed effective February 19, 2009.(Incorporated by reference to Exhibit 3.1f to the Company’s Current Report on Form 8-K, filed with the Commission on February 27, 2009.)
3.1g	Certificate of Merger with subsidiary, dated December 28, 2009, amending Articles of Incorporation of Company to change the name of the Company to Li-ion Motors Corp. (Incorporated by reference to Exhibit 3.1g to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)
3.1h	Certificate of Change, filed effective February 1, 2010. (Incorporated by reference to Exhibit 3.1h to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)
3.1i	Certificate of Amendment to Articles of Incorporation, filed effective May 17, 2010. (Incorporated by reference to Exhibit 3.1i to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)
3.1j		Certificate of Amendment to Articles of Incorporation, filed effective August 10, 2011. (Incorporated by reference to Exhibit 3.1j to the Company’s Current Report on Form 8-K, filed with the Commission on August 16, 2011.)
3.1k		Certificate of Change, filed December 13, 2011. (Incorporated by reference to Exhibit 3.1k to the Company’s Current Report on Form 8-K, filed with the Commission on January 31, 2011.)
3.1l		Certificate of Amendment to Articles of Incorporation, filed effective August 30, 2012. (Incorporated by reference to Exhibit 3.1l to the Company’s Current Report on Form 8-K, filed with the Commission on September 7, 2012.)
3.2	By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)
4.1	Specimen Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)
4.2	Whistler Investments, Inc. 2003 Restricted Stock Plan. (Incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed with the Commission on July 18, 2003.)
10.3	Office Services Agreement, dated May 1, 2000, between the Company and Dewey Jones. (Incorporated herein by reference to Exhibit 10.3 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)
10.4	Asset Purchase Agreement dated April 10, 2002 between Salim S. Rana Investments Corp. and Whistler Investments, Inc. (Incorporated by reference to Exhibit No. 10.1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on May 6, 2002.)
10.5	Agreement dated January 1, 2003 between Whistler Investments, Inc. and Kim Larsen respecting the disposition of Azra Shopping Center. (Incorporated by reference to Exhibit 10.1 to the Company's Amendment No. 1 to its Annual Report on Form 10-KSB filed May 8, 2003)
10.6	Amendment to Licensing Agreement, dated October 21, 2003, between Nu Age Electric Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the Commission on November 21, 2003.)
10.7	Agreement dated October 21,2003, by and between RV Systems, Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with the Commission on November 21, 2003.)

Name of merging entity, if applicable and, or;

48Name of surviving entity, if applicable

~~Table~~* Unless otherwise provided in the certificate of ~~Contents~~trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

10.8		Investment Agreement, dated as of January 19, 2004, by and between Whistler Investments, Inc. and Dutchess Private Equities Fund, L.P. (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the Commission on January 23, 2004.)
10.9		Registration Rights Agreement dated as of January 19, 2004, by and between Whistler Investments, Inc. and Dutchess Private Equities Fund, L.P. (Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the Commission on January 23, 2004.)
10.10		Stock Redemption and Reissuance Agreement, dated as of February 10, 2004, Between Whistler Investments, Inc. and Salim S. Rana Investments, Inc. (Incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
10.11		Letter from City of Austin, Texas, dated February 27, 2004. (Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
10.12		Memorandum of Understanding, dated March 15, 2004, between Shanghai Geely Metop International and the Global Electric 21 subsidiary of Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
10.13		Loan Agreement, made as of the 20th day of February, 2004, among Sterling Capital Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
10.14		Letter Agreement, dated February 3, 2004, between Whistler Investments, Inc. and RV Systems, Inc. (Incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
10.15		Purchase and Sale Agreement, made effective as of the 3rd day of December, 2004, between WhistlerTel, Inc. and Trade Winds Telecom, LLC. (Incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K, filed with the Commission on December 8, 2004.)
10.16		Bill of Sale and Assignment, dated as of December 3, 2004, between Trade Winds Telecom LLC and Whistlertel,Inc. (Incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K, filed with the Commission on December 8, 2004.)
10.17		Agreement and Plan of Reorganization, dated as of August 18, 2005, among the Company, Whistlertel, Inc. and Javakingcoffee, Inc. (Incorporated by reference to Exhibit 10.17 to the Company's Current Report on Form 8-K, filed with the Commission on August 24, 2005.)
10.18		Notice, dated July 2, 2005, from EV Innovations, Inc. To RV Systems, Inc. (Incorporated by reference to Exhibit10.18 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 26, 2005.)
10.19		Non-reimbursable Space Act Agreement between National Aeronautics and Space Administration, John F. Kennedy Space Center and EV Innovations, Inc. (Incorporated by reference to Exhibit 10.19 to the Company's Quarterly Report on Form 10-QSB, filed with the Commission on March 17, 2006.

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 3 Revised: 8-31-11

49Table of Contents -54-

~~Table~~Articles of ~~Contents~~Merger

10.20		Agreement dated March 30, 2006 between Paratransit, Inc. and the Company. (Incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)
10.21		Request for Pilot Approval, submitted May 31, 2006, to New York City Taxi and Limousine Commission by the Company. (Incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)
10.22		Consulting Agreement, dated March 26, 2007, between Hybrid Technologies, Inc. and Griffen Trading Company.(Incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-QSB, filed with the Commission on June 19, 2007.)
10.23		Loan Agreement, dated as of October 29, 2007, between Wyndom Capital Investments, Inc. and the Company.(Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 13, 2007.)
10.24		Form of Note issuable pursuant to the Loan Agreement, dated October 29, 2007, between Wyndom Capital Investments, Inc. and the Company, filed herewith. (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 13, 2007.)
10.25		Stock Purchase Agreement, dated as of April 15, 2008, between the Company and Blue Diamond Investments, Inc.(Incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)
10.26		License Agreement, dated April 15, 2008, between the Company and Zingo, Inc. (now Sky Power Solutions, Inc.).(Incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)
10.27		Loan Agreement, dated as of May 5, 2008, between Crystal Capital Ventures Inc. and the Company. (Incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K, filed with the Commission on June 6, 2008.)
10.28		Form of Note issuable pursuant to the Loan Agreement, dated May 5, 2008, between Crystal Capital Ventures Inc. and the Company. (Incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K, filed with the Commission on June 6, 2008.)
10.29		Letter to the Sky Power Solutions, Inc., dated October 1, 2009, waiving default under April 14, 2008 License Agreement, (Incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)
10.30		Loan Agreement, dated as of April 15, 2010, between Winsor Capital Inc. and the Company. (Incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2010.)
10.31		Form of Note issuable pursuant to the Loan Agreement, dated April 15, 2010, between Winsor Capital Inc. and the Company. (Incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2010.)
10.32		License Agreement, made effective May 28, 2010, between the Company and Lithium Electric Vehicle Corp. (Incorporated by reference to Exhibit 10.32 to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)

(PURSUANT TO NRS 92A.200)

50Page 4

~~Table~~USE ofBLACK ~~Contents~~INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

10.33		Promissory Note, payable to Frontline Asset Management, Inc.(Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.).
10.34		Amendment to Promissory Note, dated October 11, 2010, between the Company and Frontline Asset Management, Inc. (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)
10.35		Amendment, dated as of October 11, 2010, to License Agreement, dated as of May 28, 2010, by and between the Company and Lithium Electric Vehicle Corp.. (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.).
10.36		Amendment, dated as of October 12, 2010, to Loan Agreement, dated as of May 5, 2008, between the Company and Crystal Capital Investments(Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.).
10.37		Amendment, dated May 25, 2010, to License Agreement, dated April 14, 2008, between the Company and Sky Power Solutions, Inc. (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 2, 2010.)
10.38		Stock Purchase Warrant, dated April 19, 2011, issued to Starglow Asset, Inc. (Incorporated by reference to Exhibit 10.38 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on June 14, 2011.)
10.39		Stock Purchase Warrant, dated April 19, 2011, issued to Winsor Capital, Inc. (Incorporated by reference to Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on June 14, 2011.)
31		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

~~Copies~~The plan of merger has been approved by the ~~following~~directors ~~documents~~of ~~are~~the ~~included~~corporation asand ~~exhibits~~by toeach ~~this~~public ~~report~~officer ~~pursuant~~or toother ~~Item~~person ~~601~~whose approval of ~~Regulation~~the ~~S-K~~plan of merger is required by the articles of incorporation of the domestic corporation.

SEC Ref. No.	Title of Document
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

Name of merging entity, if applicable

~~The~~Name ~~XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part~~ of amerging ~~registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933~~entity, asif ~~amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.~~applicable

51Name of merging entity, if applicable

~~Table~~Name of ~~Contents~~merging entity, if applicable and, or;

~~SIGNATURES~~Name of surviving entity, if applicable

~~In accordance with Section~~This form 13must orbe ~~15(d)~~accompanied ofby ~~the~~appropriate ~~Exchange Act, the registrant caused~~fees. ~~this~~Nevada ~~report~~Secretary toof beState ~~signed~~92A onMerger ~~its~~Page ~~behalf~~4 byRevised: ~~the undersigned, thereunto duly authorized.~~8-31-11

	LI-ION MOTORS, CORP.
Date: November 21, 2012	By:	/s/ Stacey Fling
		Stacey Fling
		Chief Executive Officer and Principal Financial Officer

Table of Contents

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~~In accordance with~~Articles ~~the Securities Exchange Act, this report has been signed below by the following persons on behalf~~ of ~~the registrant and in the capacities and on the dates indicated.~~Merger

By:	/s/ Stacey Fling
	Stacey Fling
	President and C.E.O.
	(President, Chief Executive Officer
	Principal Financial Officer and Director)
Date:	November 21, 2012

(PURSUANT TO NRS 92A.200)

52Page 5

~~Table~~USE ofBLACK ~~Contents~~INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article FIRST is amended to read in its entirety as follows:

The name of the corporation is Terra Inventions Corp.

6) Location of Plan of Merger (check a or b):

[ ] (a) The entire plan of merger is attached; or,

[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date: Time:

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.1 80 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 5 Revised: 8-31-11

Table of Contents

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Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

⁭If there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.):

Terra Inventions Corp.

Name of merging entity

X /s/ Stacey Fling ___ Chief Executive Officer 11/30/2012

Signature Title Date

Li-ion Motors Corp.

Name of surviving entity

X /s/ Stacey Fling Chief Executive Officer 11/30/2012

Signature Title Date

The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 6 Revised: 8-31-

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Filing Compare · Li-ion Motors Corp.