UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~December 3031, 2011

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

For the transition period from ________to ________

~~Commission~~COMMISSION ~~File~~FILE ~~Number~~NUMBER 000-52686

QUANTUM SOLAR POWER CORP.
(Exact name of registrant as specified in its charter)

NEVADA	27-1616811
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 - 1055 West Hastings Street
300-1055 West Hastings Street
Vancouver, British Columbia, Canada	V6E 2E9
Vancouver, BC	V6E 2E9
(Address of principal executive offices)	(Zip Code)

(604) 681-7311
(Registrant's telephone number, including area code)

~~Not~~N/A ~~Applicable~~ (Former name, former address and former fiscal year, if changed since last report)

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

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

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

Large accelerated filer [ ] Accelerated filer [X x ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): [ ] Yes [X] x ] No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of February ~~November~~ 3, ~~2011~~2012, the Issuer had ~~148~~149,~~961~~641,692 shares of common stock, issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 108-0103 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the ~~three~~six month period ended ~~September 30,~~December 31, 2011 are not necessarily indicative of the results that can be expected for ~~the~~ the year ending June 30, 2012.

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

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

BALANCE SHEETS

Unaudited

(Expressed in United States Dollars)

		September 30,			June 30,
		December 31,			June 30,
		2011			2011
ASSETS
Current
Cash	$	~~879~~14,~~946~~322		$	343,289
Prepaid expenses		32,295			1,676
Receivables		65,872			-
Total Current Assets		912,241			344,965
Prepaid expenses		16,799			1,676
Equipment (Note 3)		960,242			1,668
Total Current Assets		96,993			344,965
Patents (Note 4)		1,477,263			1,496,448
Equipment (Note 3)		935,928			1,668
Total Assets	$	3,349,746		$	1,843,081
Patents (Note 4)		1,458,077			1,496,448
Total Assets	$	2,490,998		$	1,843,081
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities	$	656,627		$	162,417
Accounts payable and accrued liabilities (Note 7)	$	541,100		$	162,417
Total Liabilities		~~656~~541,~~627~~100			162,417
Stockholders' equity
Preferred stock, $0.001 par value 10,000,000 shares authorized - no shares issued and outstanding Common stock, $0.001 par value 400,000,000 shares authorized and 146,927,692 shares outstanding as of September 30, 2011 (June 30, 2011 – 146,927,692) (Note 5)		146,927			146,927
Preferred stock, $0.001 par value 10,000,000 shares authorized - no shares issued and outstanding
Commitment to issue shares (Note 5)		88,700			60,000
Common stock, $0.001 par value 400,000,000 shares authorized and 149,641,692 shares outstanding as of December 31, 2011 (June 30, 2011 – 146,927,692) (Note 5)		149,641			146,927
Subscriptions received in advance (Note 8)		1,814,000			-
Commitment to issue shares (Note 5)		15,500			60,000
Additional paid in capital (Note 5)		811,~~970~~347,~~624~~239			8,221,991
Accumulated deficit during development stage		(89,~~327~~562,~~132~~482	)		(6,748,254	)
Total Stockholders' Equity		21,~~693~~949,~~119~~898			1,680,664
Total Liabilities and Stockholders' Equity	$	32,~~349~~490,~~746~~998		$	1,843,081
Nature and continuance of operations (Note 1)
Subsequent events (Note 8)

~~The~~Nature ~~accompanying~~and ~~notes~~continuance ~~are~~of anoperations ~~integral~~(Note ~~part~~1) Subsequent ofevent ~~these~~(Note ~~financial statements.~~ 8)

~~F-1~~The accompanying notes are an integral part of these financial statements.

~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) STATEMENTS OF OPERATIONS Unaudited (Expressed in United States Dollars)~~1

											For the
											period from
		For the three			For the three			For the three			April 14, 2004
		months ended			months ended			months ended			(Inception) to
		September 30,			September 30,			September 30,			September 30,
		2011			2010			2009			2011
OPERATING EXPENSES
Amortization of equipment	$	429		$	278		$	-		$	2,097
Amortization of patents		19,185			19,185			-			134,296
General and administrative		219,724			183,000			8,045			1,209,275
Professional fees		164,736			72,436			-			917,552
Research and development		426,171			402,000			-			3,431,455
Stock-based compensation (Note 5)		748,633			154,924			-			2,154,457
		(1,578,878	)		(831,823	)		(8,045	)		(7,849,132	)
OTHER ITEM
Impairment of intangible assets		-			-			-			(106,000	)
Loss and comprehensive loss for the period	$	(1,578,878	)	$	(831,823	)	$	(8,045	)	$	(7,955,132	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding		146,927,692			142,310,376			117,300,000

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

Unaudited

(Expressed in United States Dollars)

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

														For the
														period from
		For the three			For the three			For the six			For the six			April 14, 2004
		months ended			months ended			months ended			months ended			(Inception) to
		December 31,			December 31,			December 31,			December 31,			December 31,
		2011			2010			2011			2010			2011

OPERATING EXPENSES
Amortization of equipment	$	24,314		$	278		$	24,743		$	556		$	26,411
Amortization of patents		19,186			19,185			38,371			38,371			153,482
General and administrative (Note 7)		234,616			168,958			454,340			351,958			1,443,891
Professional fees		348,102			148,775			512,838			221,211			1,265,654
Research and development (Note 7)		454,468			868,924			880,639			1,270,924			3,885,923
Stock-based compensation (Note 5)		154,689			79,855			903,322			234,778			2,309,146

		(1,235,375	)		(1,285,975	)		(2,814,253	)		(2,117,798	)		(9,084,507	)

OTHER ITEM
Interest income		25			-			25			-			25
Impairment of intangible assets		-			-			-			-			(106,000	)

		25			-			25			-			(105,975	)

Loss and comprehensive loss for the period	$	(1,235,350	)	$	(1,285,975	)	$	(2,814,228	)	$	(2,117,798	)	$	(9,190,482	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Weighted average number of common shares outstanding		148,879,627			145,190,610			147,903,659			143,750,673

~~F-2~~The accompanying notes are an integral part of these financial statements.

~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS’ EQUITY Unaudited (Expressed in United States Dollars)~~2

							Additional			Commitment			Subscriptions		Accumulated			Total
							Paid in			to Issue			Received in		Deficit During			Stockholders'
	Shares			Amount			Capital			Shares			Advance		the Dev. Stage			Equity
Balance, April 14, 2004 (Inception)	-		$	-		$			$	-		$	-	$	-		$	-
Common shares issued at par	117,200,000			15			92,485			-			-		-			92,500
Net loss	-			-			-			-			-		(9,557	)		(9,557	)
Balance, June 30, 2004	117,200,000			15			92,485			-			-		(9,557	)		82,943
Net loss	-			-			-			-			-		(40,111	)		(40,111	)
Balance, June 30, 2005	117,200,000			15			92,485			-			-		(49,668	)		42,832
Net loss	-			-			-			-			-		(26,654	)		(26,654	)
Balance, June 30, 2006	117,200,000			15			92,485			-			-		(76,322	)		16,178
Net loss	-			-			-			-			-		(15,652	)		(15,652	)
Balance, June 30, 2007	117,200,000			15			92,485			-			-		(91,974	)		526
Common shares issued at $2.00 per share	100,000			100			199,900			-			-		-			200,000
Net loss	-			-			-			-			-		(166,032	)		(166,032	)
Balance, June 30, 2008	117,300,000			115			292,385			-			-		(258,006	)		34,494
Net loss	-			-			-			-			-		(28,747	)		(28,747	)
Balance, June 30, 2009	117,300,000			115			292,385			-			-		(286,753	)		5,747
Private placement	280,000			280			559,720			-			-		-			560,000
Share issuance costs	-			-			(4,140	)		-			-		-			(4,140	)
Stock-based compensation	-			-			159,709			-			-		-			159,709
Commitment to issue shares	-			-			-			112,632			-		-			112,632
Acquisition of patents	71,500,000			71,500			1,540,059			-			-		-			1,611,559
Shares issued for services	50,000			50			99,950			-			-		-			100,000
Par value reclassification	-			117,185			(117,185	)		-			-		-			-
Return to treasury	(47,000,000	)		(47,000	)		47,000			-			-		-			-
Net loss	-			-			-			-			-		(1,360,963	)		(1,360,963	)
Balance, June 30, 2010	142,130,000			142,130			2,577,498			112,632			-		(1,647,716	)		1,184,544
Dividend-warrants	-			-			372,000			-			-		(372,000	)		-
Private placement	4,049,560			4,049			4,045,511			-			-		-			4,049,560
Return to nonqualified investors	(8,000	)		(8	)		(15,992	)		-			-		-			(16,000	)
Exercise of warrants	372,000			372			3,348			-			-		-			3,720
Share issued as finder’s fees	161,500			161			161,339			-			-		-			161,500
Share issuance costs	-			-			(390,237	)		-			-		-			(390,237	)
Stock-based compensation	-			-			1,246,115			-			-		-			1,246,115
Shares issued for services	222,632			223			222,409			(112,632	)		-		-			110,000
Commitment to issue shares	-			-			-			60,000			-		-			60,000
Net loss	-			-			-			-			-		(4,728,538	)		(4,728,538	)
Balance, June 30, 2011	146,927,692			146,927			8,221,991			60,000			-		(6,748,254	)		1,680,664
Stock-based compensation	-			-			748,633			-			-		-			748,633
Commitment to issue shares	-			-			-			28,700			-		-			28,700
Subscriptions received in advance	-			-			-			-			1,814,000		-			1,814,000
Net loss	-			-			-			-			-		(1,578,878	)		(1,578,878	)
Balance, September 30, 2011	146,927,692		$	146,927		$	8,970,624		$	88,700		$	1,814,000	$	(8,327,132	)	$	2,693,119

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY

Unaudited

(Expressed in United States Dollars)

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

							Additional			Commitment			Accumulated			Total
							Paid in			to Issue			Deficit During			Stockholders'
	Shares			Amount			Capital			Shares			the Dev. Stage			Equity
Balance, April 14, 2004 (Inception)	-		$	-		$	-		$	-		$	-		$	-
Common shares issued at par	117,200,000			15			92,485			-			-			92,500
Net loss	-			-			-			-			(9,557	)		(9,557	)
Balance, June 30, 2004	117,200,000			15			92,485			-			(9,557	)		82,943
Net loss	-			-			-			-			(40,111	)		(40,111	)
Balance, June 30, 2005	117,200,000			15			92,485			-			(49,668	)		42,832
Net loss	-			-			-			-			(26,654	)		(26,654	)
Balance, June 30, 2006	117,200,000			15			92,485			-			(76,322	)		16,178
Net loss	-			-			-			-			(15,652	)		(15,652	)
Balance, June 30, 2007	117,200,000			15			92,485			-			(91,974	)		526
Common shares issued at $2.00 per share	100,000			100			199,900			-			-			200,000
Net loss	-			-			-			-			(166,032	)		(166,032	)
Balance, June 30, 2008	117,300,000			115			292,385			-			(258,006	)		34,494
Net loss	-			-			-			-			(28,747	)		(28,747	)
Balance, June 30, 2009	117,300,000			115			292,385			-			(286,753	)		5,747
Private placement	280,000			280			559,720			-			-			560,000
Share issuance costs	-			-			(4,140	)		-			-			(4,140	)
Stock-based compensation	-			-			159,709			-			-			159,709
Commitment to issue shares	-			-			-			112,632			-			112,632
Acquisition of patents	71,500,000			71,500			1,540,059			-			-			1,611,559
Shares issued for services	50,000			50			99,950			-			-			100,000
Par value reclassification	-			117,185			(117,185	)		-			-			-
Return to treasury	(47,000,000	)		(47,000	)		47,000			-			-			-
Net loss	-			-			-			-			(1,360,963	)		(1,360,963	)
Balance, June 30, 2010	142,130,000			142,130			2,577,498			112,632			(1,647,716	)		1,184,544
Dividend-warrants	-			-			372,000			-			(372,000	)		-
Private placement	4,049,560			4,049			4,045,511			-			-			4,049,560
Return to nonqualified investors	(8,000	)		(8	)		(15,992	)		-			-			(16,000	)
Exercise of warrants	372,000			372			3,348			-			-			3,720
Share issued as finder’s fees	161,500			161			161,339			-			-			161,500
Share issuance costs	-			-			(390,237	)		-			-			(390,237	)
Stock-based compensation	-			-			1,246,115			-			-			1,246,115
Shares issued for services	222,632			223			222,409			(112,632	)		-			110,000
Commitment to issue shares	-			-			-			60,000			-			60,000
Net loss	-			-			-			-			(4,728,538	)		(4,728,538	)
Balance, June 30, 2011	146,927,692			146,927			8,221,991			60,000			(6,748,254	)		1,680,664
Private placements	2,374,000			2,374			2,071,626			-			-			2,074,000
Share issued for services	340,000			340			150,860			(60,000	)		-			91,200
Share issuance costs	-			-			(560	)		-			-			(560	)
Stock-based compensation	-			-			903,322			-			-			903,322
Commitment to issue shares	-			-			-			15,500			-			15,500
Net loss	-			-			-			-			(2,814,228	)		(2,814,228	)
Balance, December 31, 2011	149,641,692		$	149,641		$	11,347,239		$	15,500		$	(9,562,482	)	$	1,949,898

~~F-3~~The accompanying notes are an integral part of these financial statements.

~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) STATEMENTS OF CASH FLOWS Unaudited (Expressed in United States Dollars)~~3

											For the Period
		For the three			For the three			For the three			April 14, 2004
		months ended			months ended			months ended			(Inception) to
		September 30,			September 30,			September 30,			September 30,
		2011			2010			2009			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period	$	(1,578,878	)	$	(831,823	)	$	(8,045	)	$	(7,955,132	)
Items not affecting cash:
Amortization of equipment		429			278			-			2,097
Amortization of intangible assets		19,185			19,185			-			134,296
Impairment of intangible assets		-			-			-			106,000
Stock-based compensation		748,633			154,924			-			2,154,457
Shares for management services		-			-			-			100,000
Shares for consulting and management bonuses		28,700			80,000			-			311,332
Changes in non-cash working capital items:
Decrease in receivables		-			865			-			-
(Increase) decrease in prepaid expenses		(30,619	)		9,700			-			(32,295	)
(Decrease) increase in accounts payable and accrued liabilities		(34,339	)		(323,994	)		2,500			137,078
Net cash used in operating activities		(846,889	)		(890,865	)		(5,545	)		(5,042,167	)
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment		(3,620	)		-			-			(6,956	)
Scientific equipment		(426,834	)		-			-			(426,834	)
Purchase of technology rights		-			-			-			(15,000	)
Purchase of intangible assets		-			-			-			(100,000	)
Net cash used in investing activities		(430,454	)		-			-			(548,790	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit and loans payable		-			-			-			43,713
Proceeds from issuance of common stock		-			208,560			-			4,902,060
Proceeds from exercise of warrants		-			-			-			3,720
Share issuance costs		-			(1,020	)		-			(232,877	)
Refunds to nonqualified investors		-			-			-			(16,000	)
Subscriptions received in advance		1,814,000			1,133,000			-			1,814,000
Cash used to pay line of credit and loans payable		-			(18,713	)		-			(43,713	)
Net cash provided by financing activities		1,814,000			1,321,827			-			6,470,903
Change in cash during the period		536,657			430,962			(5,545	)		879,946
Cash, beginning of period		343,289			70,230			13,247			-
Cash, end of period	$	879,946		$	501,192		$	7,702		$	879,946
Supplemental disclosures with respect to cash flows (Note 6)

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

Unaudited

(Expressed in United States Dollars)

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

											For the Period
		For the six			For the six			For the six			April 14, 2004
		months ended			months ended			months ended			(Inception) to
		December 31,			December 31,			December 31,			December 31,
		2011			2010			2009			2011

CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period	$	(2,814,228	)	$	(2,117,798	)	$	(15,328	)	$	(9,190,482	)
Items not affecting cash:
Amortization of equipment		24,743			556			-			26,411
Amortization of intangible assets		38,371			38,371			-			153,482
Impairment of intangible assets		-			-			-			106,000
Stock-based compensation		903,322			234,778			-			2,309,146
Shares for management services		-			-			-			100,000
Shares for consulting and management bonuses		106,700			160,000			-			389,332
Changes in non-cash working capital items:
(Increase) decrease in receivables		(65,872	)		4,638			-			(65,872	)
(Increase) decrease in prepaid expenses		(15,123	)		9,699			-			(16,799	)
(Decrease) increase in accounts payable and accrued liabilities		378,683			(143,179	)		1,607			550,100
Net cash used in operating activities		(1,443,404	)		(1,812,935	)		(13,721	)		(5,638,682	)
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment		(3,620	)		-			-			(6,956	)
Scientific equipment		(955,383	)		-			-			(955,383	)
Purchase of technology rights		-			-			-			(15,000	)
Purchase of intangible assets		-			-			-			(100,000	)
Net cash used in investing activities		(959,003	)		-			-			(1,077,339	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit and loans payable		-			-			500			43,713
Proceeds from issuance of common stock		2,074,000			3,963,060			-			6,976,060
Proceeds from exercise of warrants		-			3,720			-			3,720
Share issuance costs		(560	)		(262,509	)		-			(233,437	)
Refunds to nonqualified investors		-			(16,000	)		-			(16,000	)
Subscriptions received in advance		-			10,000			-			-
Cash used to pay line of credit and loans payable		-			(18,713	)		-			(43,713	)
Net cash provided by financing activities		2,073,440			3,679,558			500			6,730,343

Change in cash during the period		(328,967	)		1,866,623			(13,221	)		14,322
Cash, beginning of period		343,289			70,230			13,247			-
Cash, end of period	$	14,322		$	1,936,853		$	26		$	14,322
Supplemental disclosures with respect to cash flows (Note 6)

~~F-4~~The accompanying notes are an integral part of these financial statements.

~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited SEPTEMBER 30, 2011~~4

1.	NATURE AND CONTINUANCE OF OPERATIONS
	Quantum Solar Power Corp. (the “Company”) was incorporated in Nevada on April 14, 2004. The Company is a development stage company engaged in the business of developing and commercializing next generation solar power technology under the name Next Generation Device™ abbreviated NGD™. Quantum’s NGD™ is a patent pending, functioning, laboratory model that demonstrates its utility in solar power conversion.
	The Company operates in one reportable segment being the research and development of solar power technology in Canada and the United States of America. Revenues will be substantially derived from royalty based licensing arrangements in this reporting segment.
	Going Concern
	These financial statements have been prepared consistent with accounting policies generally accepted in the United States (“U.S. GAAP”) assuming the Company will continue as a going concern. Currently, the Company has no sales and has incurred a net loss of $1,578,878 for the three months ended September 30, 2011 and an accumulated loss of $7,955,132 for the period from April 14, 2004 (inception) to September 30, 2011. The Company also relies on patents and contractual restrictions to protect intellectual property. The existing provisional and future patents could be challenged. The future of the Company is dependent upon its ability to obtain financing and protect its proprietary process upon future profitable operations from development and commercialization of an NGD™. Management has plans to seek additional capital through private placements and public offerings of its common stock. These factors raise substantial doubt that the Company will be able to continue as a going concern.
	Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.
	The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year.
2.	SIGNIFICANT ACCOUNTING POLICIES
	Basis of Presentation
	The accompanying financial statements have been prepared in accordance with U.S. GAAP and are expressed in U.S. dollars. The financial statements have been prepared under the guidelines of Accounting and Reporting by Development Stage Enterprises. A development stage enterprise is one in which planned principal operations have not commenced, or if its operations have commenced, there have been no significant revenues therefrom. As of September 30, 2011, the Company had not commenced its planned principal operations. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended June 30, 2011, included in the Company’s Annual Report on Form 10-K, filed September 13, 2011, with the Securities Exchange Commission.

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in United States Dollars)

Unaudited

DECEMBER 31, 2011

F-5

1.	NATURE AND CONTINUANCE OF OPERATIONS

	Quantum Solar Power Corp. (the “Company”) was incorporated in Nevada on April 14, 2004. The Company is a development stage company engaged in the business of developing and commercializing next generation solar power technology under the name Next Generation Device™ abbreviated NGD™. Quantum’s NGD™ is a patent pending, functioning, laboratory model that demonstrates its utility in solar power conversion.

	The Company operates in one reportable segment being the research and development of solar power technology in Canada and the United States of America. Revenues will be substantially derived from royalty based licensing arrangements in this reporting segment.

	Going Concern

	These financial statements have been prepared consistent with accounting policies generally accepted in the United States (“U.S. GAAP”) assuming the Company will continue as a going concern. Currently, the Company has no sales and has incurred a net loss of $2,814,228 for the six months ended December 31, 2011 and an accumulated loss of $9,190,482 for the period from April 14, 2004 (inception) to December 31, 2011. The Company also relies on patents and contractual restrictions to protect intellectual property. The existing provisional and future patents could be challenged. The future of the Company is dependent upon its ability to obtain financing and protect its proprietary process upon future profitable operations from development and commercialization of an NGD™. Management has plans to seek additional capital through private placements and public offerings of its common stock. These factors raise substantial doubt that the Company will be able to continue as a going concern.

	Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

	The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year.

2.	SIGNIFICANT ACCOUNTING POLICIES

	Basis of Presentation

	The accompanying financial statements have been prepared in accordance with U.S. GAAP and are expressed in U.S. dollars. The financial statements have been prepared under the guidelines of Accounting and Reporting by Development Stage Enterprises. A development stage enterprise is one in which planned principal operations have not commenced, or if its operations have commenced, there have been no significant revenues therefrom. As of December 31, 2011, the Company had not commenced its planned principal operations. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended June 30, 2011, included in the Company’s Annual Report on Form 10-K, filed September 13, 2011, with the Securities Exchange Commission. For a full description of the Company’s significant accounting policies, refer to the footnotes to the audited financial statements for the Company for its fiscal year ended June 30, 2011 included in the Company’s Annual Report in Form 10-K for that year.

~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited SEPTEMBER 30, 2011~~5

2.	SIGNIFICANT ACCOUNTING POLICIES (cont’d)
	Equipment
	Equipment is recorded at cost less accumulated amortization. Amortization is provided annually on assets placed in use on a straight-line basis over 3 years for computer equipment and 5 years for scientific equipment.
	Recent accounting pronouncements
	Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.
	In September 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance regarding multiple-deliverable revenue arrangements. This guidance addresses how to separate deliverables and how to measure and allocate consideration to one or more units of accounting. Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices. The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price. This guidance is effective for annual periods beginning after June 15, 2010 but may be early adopted as of the beginning of an annual period. The Company adopted the standard and it has no impact on the financial statements.
	In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.” ASU 2010-06 requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (adopted July 1, 2010), except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (July 1, 2011 for the Company). This guidance requires new disclosures only, and had no impact on the financial statements.
	In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718), amending ASC 718. ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which the entity’s equity securities trade should not be classified as a liability if it otherwise qualifies as equity. ASU 2010-13 also improves GAAP by improving consistency in financial reporting by eliminating diversity in practice. ASU 2010-13 is effective for interim and annual reporting periods beginning after December 15, 2010 (July 1, 2011 for the Company). The Company has adopted this standard and it had no impact on the Company’s financial reporting and disclosures.
	In December 2010, the FASB issued ASU No. 2010-28—When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. This update provides amendments to Accounting Standards Codification (“ASC”) Topic 350—Intangibles, Goodwill and Other that requires an entity to perform Step 2 impairment test even if a reporting unit has zero or negative carrying amount. The first step is to identify potential impairments by comparing the estimated fair value of a reporting unit to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds the estimated fair value, a second step is performed to measure the amount of impairment, if any. The second step is to determine the implied fair value of the reporting unit’s goodwill, measured in the same manner as goodwill is recognized in a business combination, and compare that amount with the carrying amount of the goodwill. If the carrying value of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. ASU No. 2010-28 is effective beginning January 1, 2011. As a result of this standard, goodwill impairments may be reported sooner than under current practice. The Company does not expect ASU No. 2010-28 to have a material impact on the financial statements.

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in United States Dollars)

Unaudited

DECEMBER 31, 2011

F-6

2.	SIGNIFICANT ACCOUNTING POLICIES (cont’d)

	Equipment

	Equipment is recorded at cost less accumulated amortization. Amortization is provided annually on assets placed in use on a straight-line basis over 3 years for computer equipment and 5 years for scientific equipment.

	Recent accounting pronouncements

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

	In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.” ASU 2010-06 requires disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (adopted July 1, 2010), except for requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (July 1, 2011 for the Company). This guidance requires new disclosures only, and had no impact on the financial statements.

	In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718), amending ASC 718. ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which the entity’s equity securities trade should not be classified as a liability if it otherwise qualifies as equity. ASU 2010-13 also improves GAAP by improving consistency in financial reporting by eliminating diversity in practice. ASU 2010-13 is effective for interim and annual reporting periods beginning after December 15, 2010 (July 1, 2011 for the Company). The Company has adopted this standard and it had no impact on the Company’s financial reporting and disclosures.

	In December 2010, the FASB issued ASU No. 2010-28—When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. This update provides amendments to Accounting Standards Codification (“ASC”) Topic 350—Intangibles, Goodwill and Other that requires an entity to perform Step 2 impairment test even if a reporting unit has zero or negative carrying amount. The first step is to identify potential impairments by comparing the estimated fair value of a reporting unit to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds the estimated fair value, a second step is performed to measure the amount of impairment, if any. The second step is to determine the implied fair value of the reporting unit’s goodwill, measured in the same manner as goodwill is recognized in a business combination, and compare that amount with the carrying amount of the goodwill. If the carrying value of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. ASU No. 2010-28 is effective beginning January 1, 2011. As a result of this standard, goodwill impairments may be reported sooner than under current practice. The Company does not expect ASU No. 2010-28 to have a material impact on the financial statements.

	In December 2010, the FASB issued ASU 2010-29, which contains updated accounting guidance to clarify the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are issued. This update requires that a company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This update also requires disclosure of the nature and amount of material, nonrecurring pro forma adjustments. The provisions of this update, which are to be applied prospectively, are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The impact of this update on the Company’s financial statements will depend on the size and nature of future business combinations.

~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited SEPTEMBER 30, 2011~~6

2.	SIGNIFICANT ACCOUNTING POLICIES (cont’d)
	Recent accounting pronouncements (cont’d)
	In December 2010, the FASB issued ASU 2010-29, which contains updated accounting guidance to clarify the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are issued. This update requires that a company should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This update also requires disclosure of the nature and amount of material, nonrecurring pro forma adjustments. The provisions of this update, which are to be applied prospectively, are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The impact of this update on the Company’s financial statements will depend on the size and nature of future business combinations.
	In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
	In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.
	In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”). ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely- than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Although early adoption is permitted, the Company will adopt ASU 2011-08 as of January 1, 2012. Based on the Company’s evaluation of this ASU, the adoption of ASU 2011-08 will not have a material impact on the Company’s financial statements.

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in United States Dollars)

Unaudited

DECEMBER 31, 2011

F-7

2.	SIGNIFICANT ACCOUNTING POLICIES (cont’d)

	Recent accounting pronouncements (cont’d)

	In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities. This standard is effective for interim and annual reporting periods ending on or after December 15, 2011. Based on the Company’s evaluation of the ASU, the adoption of ASU 2011-04 will not have material impact on the Company’s financial statements.

	In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings. This standard no longer allows companies to present components of other comprehensive income only in the statement of equity. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.

	In September 2011, the FASB issued ASU No. 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”). ASU 2011-08 is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Although early adoption is permitted, the Company will adopt ASU 2011-08 as of January 1, 2012. Based on the Company’s evaluation of this ASU, the adoption of ASU 2011-08 will not have a material impact on the Company’s financial statements.

	In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210)—Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). The update requires entities to disclose information about offsetting and related arrangements of financial instruments and derivative instruments. ASU 2011-11 is effective for the Company in the first quarter of its fiscal year ending June 30, 2014 (“fiscal 2014”). The Company currently believes there will be no significant impact on its financial statements.

~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited SEPTEMBER 30, 2011~~7

3QUANTUM SOLAR POWER CORP. ~~EQUIPMENT~~(A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited DECEMBER 31, 2011

			Three months ended						Year ended
2.	SIGNIFICANT ACCOUNTING POLICIES (cont’d)
			September 30, 2011						June 30, 2011
	Recent accounting pronouncements (cont’d)
					Accumulated		Net				Accumulated		Net
	In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income (Topic 220) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers only those changes in Update No. 2011-05 that relate to the presentation of the reclassification adjustments. Under the amendments in Update No. 2011-05, entities are required to present reclassification adjustments and the effect of those reclassification adjustments on the face of the financial statements where net income presented, by component of net income, and on the face of the financial statements where other comprehensive income is presented, by component of other comprehensive income. In addition, the amendments in Update No. 2011-05 require that reclassification adjustments be presented in interim financial periods. This standard is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements other than the prescribed change in presentation.
			Cost		Amortization		Book Value		Cost		Amortization		Book Value
3.	EQUIPMENT
	Computer equipment	$	6,956	$	2,097	$	4,859	$	3,336	$	1,668	$	1,668
	Scientific equipment		955,383		-		955,383		-		-		-
	Total	$	962,339	$	2,097	$	960,242	$	3,336	$	1,668	$	1,668

	During the three months ended September 30, 2011, the Company purchased $940,343 of scientific equipment through the agreement with CIOI (Note 4) and $15,040 of scientific equipment through another vendor. The Company has recorded $Nil in accumulated amortization as at September 30, 2011 and will begin amortizing the equipment on October 1, 2011 with an estimated useful life of 5 years.
			Six months ended						Year ended
4.	TECHNOLOGY PURCHASE AGREEMENT
			December 31, 2011						June 30, 2011
	On April 15, 2008, the Company entered into a License agreement (“The Agreement”) with Canadian Integrated Optics International Ltd. of Douglas, Isle of Man (“CIOI”), to manufacture and market CIOI’s patent pending solar technology based on a new approach for the generation of solar power. On May 7, 2008 the Agreement was subsequently amended and executed by CIOI and on May 16, 2008 the agreement was executed by the Company and is subject to certain terms and conditions. The purchase price paid in cash for the License was $100,000. These costs were later written-off and charged to operations in fiscal 2008.
					Accumulated		Net				Accumulated		Net
	In December 2009, the Company executed an agreement with CIOI to purchase technology and associated provisional patents related to the development of certain solar technology in exchange for 71,500,000 common stock of the Company valued at $1,611,559. The two provisional patents and the pending patent application have an estimated useful life of 21 years. The Company has recorded $134,296 in accumulated amortization as at September 30, 2011.
			Cost		Amortization		Book Value		Cost		Amortization		Book Value
5.	STOCKHOLDERS’ EQUITY
	Computer equipment	$	6,956	$	2,526	$	4,430	$	3,336	$	1,668	$	1,668
	On May 7, 2004, the Company issued 69,200,000 of its common shares for cash of $86,500.
	Scientific equipment		955,383		23,885		931,498		-		-		-
	On June 30, 2004, the Company issued 48,000,000 of its common shares for cash of $6,000.
	Total	$	962,339	$	26,411	$	935,928	$	3,336	$	1,668	$	1,668
	The Company has completed a private placement on April 15, 2008 to issue 100,000 common shares at a price of $2.00 per share. The net proceeds received were $200,000. No commissions were paid and no registration rights have been granted.
	On December 16, 2009, the Company entered into an agreement with CIOI as amended, wherein the Company agreed to purchase all of their solar cell technology in consideration of 71,500,000 restricted shares of common stock. As part the transaction, the Company’s President returned and cancelled 47,000,000 shares of the Company’s common stock.
	In April 2010, 50,000 shares valued at $100,000 were issued as compensation for a performance bonus to a director of the Company.

~~F-8~~During the six months ended December 31, 2011, the Company purchased $940,343 of scientific equipment through the agreement with Canadian Integrated Optics International Ltd. of Douglas, Isle of Man (“CIOI”) (Note 4) and $15,040 of scientific equipment through another vendor. The Company began amortizing the equipment on October 1, 2011 with an estimated useful life of 5 years and has recorded $23,885 in accumulated amortization as at December 31, 2011.

QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited SEPTEMBER 30, 2011

4.	TECHNOLOGY PURCHASE AGREEMENT

	On April 15, 2008, the Company entered into a License agreement (“The Agreement”) with CIOI, to manufacture and market CIOI’s patent pending solar technology based on a new approach for the generation of solar power. On May 7, 2008 the Agreement was subsequently amended and executed by CIOI and on May 16, 2008 the agreement was executed by the Company and is subject to certain terms and conditions. The purchase price paid in cash for the License was $100,000. These costs were later written-off and charged to operations in fiscal 2008.

	In December 2009, the Company executed an agreement with CIOI to purchase technology and associated provisional patents related to the development of certain solar technology in exchange for 71,500,000 common stock of the Company valued at $1,611,559. The two provisional patents and the pending patent application have an estimated useful life of 21 years. The Company has recorded $153,482 in accumulated amortization as at December 31, 2011.

5.	STOCKHOLDERS’ EQUITY (cont’d)
	In April 2010, the Company completed a private placement to issue 280,000 shares at a price of $2.00 per share. The net proceeds received were $560,000.
	In February 2011, 10,000 shares were issued through a private placement at $1 per share for proceeds of $10,000. A total of 161,500 shares valued at $161,500 were issued as finders’ fees.
	During the year ended June 30, 2011, 274,060 shares were issued through a private placement at a stock price of $1.00 per share; net proceeds were $274,060 of which $76,500 was received during the year ended June 30, 2010. The Board granted 372,000 warrants to those shareholders who had purchased shares at $2.00 per share to allow them to purchase a matching number of shares at $0.01 in order to make them whole as a result of the change in the share sale price.
	During the year ended June 30, 2011, 62,632 shares were issued for consulting services and 50,000 for a management performance bonus relating to services performed.
	During the year ended June 30, 2011, a further 3,765,500 shares were issued through two private placements and a total of $228,737 in share issue costs were paid. In addition, 372,000 shares were issued when the warrants described above were exercised. Net proceeds were $3,769,220, all of which were received during the year. A refund of $16,000 was paid to several investors who previously paid for 8,000 shares and were found not to be qualified.
	During the year ended June 30, 2011, 60,000 shares valued at $60,000 for consulting services and 50,000 shares valued at $50,000 for a management performance bonus relating to services provided were issued during the year.
	Commitment to issue shares
	According to the terms of a contract entered into during the year ended June 30, 2010, the Company agreed to issue 10,000 shares per month to a consultant. As at September 30, 2011, the Company has a commitment to issue 90,000 common shares at a value of $88,700 of which 60,000 common shares were issued subsequent to September 30, 2011.
	Stock options and warrants
	On February 28, 2011, the Company implemented a formal stock option plan under which it is authorized to grant options to directors, officers, employees and eligible consultants of the Company enabling them to acquire up to 14,650,000 shares of the Company. Under the plan, the exercise price of each option equals the market price of the Company’s stock, less applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 5 years. Vesting provisions are set at the discretion of the Company. The Plan has not been approved by the Company’s stockholders.

~~F-9~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited DECEMBER 31, 2011

QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited SEPTEMBER 30, 2011

5.	STOCKHOLDERS’ EQUITY

	On May 7, 2004, the Company issued 69,200,000 of its common shares for cash of $86,500.

	On June 30, 2004, the Company issued 48,000,000 of its common shares for cash of $6,000.

	The Company has completed a private placement on April 15, 2008 to issue 100,000 common shares at a price of $2.00 per share. The net proceeds received were $200,000. No commissions were paid and no registration rights have been granted.

	On December 16, 2009, the Company entered into an agreement with CIOI as amended, wherein the Company agreed to purchase all of their solar cell technology in consideration of 71,500,000 restricted shares of common stock. As part the transaction, the Company’s President returned and cancelled 47,000,000 shares of the Company’s common stock.

	In April 2010, 50,000 shares valued at $100,000 were issued as compensation for a performance bonus to a director of the Company.

	In April 2010, the Company completed a private placement to issue 280,000 shares at a price of $2.00 per share. The net proceeds received were $560,000.

	In February 2011, 10,000 shares were issued through a private placement at $1 per share for proceeds of $10,000. A total of 161,500 shares valued at $161,500 were issued as finders’ fees.

	During the year ended June 30, 2011, 274,060 shares were issued through a private placement at a stock price of $1.00 per share; net proceeds were $274,060 of which $76,500 was received during the year ended June 30, 2010. The Board granted 372,000 warrants to those shareholders who had purchased shares at $2.00 per share to allow them to purchase a matching number of shares at $0.01 in order to make them whole as a result of the change in the share sale price.

	During the year ended June 30, 2011, 62,632 shares were issued for consulting services and 50,000 for a management performance bonus relating to services performed.

	During the year ended June 30, 2011, a further 3,765,500 shares were issued through two private placements and a total of $228,737 in share issue costs were paid. In addition, 372,000 shares were issued when the warrants described above were exercised. Net proceeds were $3,769,220, all of which were received during the year. A refund of $16,000 was paid to several investors who previously paid for 8,000 shares and were found not to be qualified.

	During the year ended June 30, 2011, 60,000 shares valued at $60,000 for consulting services and 50,000 shares valued at $50,000 for a management performance bonus relating to services provided were issued during the year.

	During the period ended December 31, 2011, 1,974,000 shares were issued through a private placement at a stock price of $1.00 per share for net proceeds of $1,974,000. The Company paid $560 of share issuance costs in relation to the private placement. A further 400,000 shares were issued through a private placement at a stock price of $0.25 per share for net proceeds of $100,000.

	During the period ended December 31, 2011, 90,000 shares valued at $88,700 were issued in accordance to the terms of a consulting contract entered into during fiscal 2010, of which $60,000 was previously recorded as commitment to issue shares as at June 30, 2011.

	During the period ended December 31, 2011, 250,000 shares valued at $62,500 were issued for consulting services based on a consulting agreement entered on December 1, 2011.

~~5. STOCKHOLDERS’ EQUITY (cont’d) Stock options and warrants (cont’d) Stock options and warrants are summarized as follows:~~9

	Warrants					Stock Options
				Weighted					Weighted
				Average		Number of			Average
	Number of			Exercise		Stock			Exercise
	Warrants			Price		Options			Price
Balance outstanding at
April 14, 2004 (inception) to June 30, 2009	-		$	-		-		$	-
Granted	-			-		500,000			0.50
Balance outstanding at June 30, 2010	-			-		500,000			0.50
Granted	372,000			0.01		-			-
Granted	50,000			1.90		-			-
Exercised	(372,000	)		(0.01	)	-			-
Granted	-			-		1,300,000			1.50
Balance outstanding at June 30, 2011	50,000			1.90		1,800,000			1.22
Expired/cancelled	-			-		(125,000	)		(0.62	)
Granted	-			-		1,666,668			1.00
Balance outstanding at September 30, 2011	50,000		$	1.90		3,341,668		$	1.13
Exercisable at September 30, 2011	50,000		$	1.90		2,100,001		$	1.23

QUANTUM SOLAR POWER CORP.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Expressed in United States Dollars)

Unaudited

DECEMBER 31, 2011

The following table summarizes information about stock options and warrants outstanding at September 30, 2011:

5.	STOCKHOLDERS’ EQUITY (cont’d)

	Commitment to issue shares

	According to the terms of a contract entered into during the year ended June 30, 2010, the Company agreed to issue 10,000 shares per month to a consultant. As at December 31, 2011, the Company has a commitment to issue 30,000 common shares at a value of $15,500.

	Stock options and warrants

	On February 28, 2011, the Company implemented a formal stock option plan under which it is authorized to grant options to directors, officers, employees and eligible consultants of the Company enabling them to acquire up to 14,650,000 shares of the Company. Under the plan, the exercise price of each option equals the market price of the Company’s stock, less applicable discount, as calculated on the date of grant. The options can be granted for a maximum term of 5 years. Vesting provisions are set at the discretion of the Company. The Plan has not been approved by the Company’s stockholders.

	Stock options and warrants are summarized as follows:

	Number outstanding			Exercise Price		Expiry Date
	Warrants					Stock Options
Options	250,000		$	1.60		February 28, 2012
				Weighted					Weighted
	500,000		$	0.50		January 1, 2013
				Average		Number of			Average
	25,000		$	1.10		June 19, 2014
	Number of			Exercise		Stock			Exercise
	666,668		$	1.00		July 7, 2014*
	Warrants			Price		Options			Price
	1,000,000		$	1.00		August 31, 2014
Balance outstanding at April 14, 2004 (inception) to June 30, 2009	-		$	-		-		$	-
	900,000		$	1.60		March 16, 2016
Granted	-			-		500,000			0.50
Warrants	50,000		$	1.90		January 14, 2012
Balance outstanding at June 30, 2010	-			-		500,000			0.50
Granted	372,000			0.01		-			-
Granted	50,000			1.90		-			-
Exercised	(372,000	)		(0.01	)	-			-
Granted	-			-		1,300,000			1.50
Balance outstanding at June 30, 2011	50,000			1.90		1,800,000			1.22
Expired/cancelled	(1,875	)		(1.00	)	(791,668	)		(0.94	)
Granted	1,875			1.00		1,666,668			1.00
Balance outstanding at December 31, 2011	50,000		$	1.90		2,675,000		$	1.17
Exercisable at December 31, 2011	50,000		$	1.90		1,627,082		$	1.31

*Cancelled subsequent to September 30, 2011 10

~~F-10~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited DECEMBER 31, 2011

~~QUANTUM SOLAR POWER CORP~~5. (ASTOCKHOLDERS’ ~~Development~~EQUITY ~~Stage Company) NOTES TO THE FINANCIAL STATEMENTS~~ (~~Expressed in United States Dollars~~cont’d) ~~Unaudited SEPTEMBER 30, 2011~~

5.	STOCKHOLDERS’ EQUITY (cont’d)
	Stock-based compensation
	During the three months ended September 30, 2011, the Company granted 1,666,668 options (2010 – 100,000) to employees and consultants of the Company, with a weighted average fair value of $0.86 (2010 - $0.75) per option, which are being recognized over the vesting periods of the options.
	Total stock-based compensation for the three months ended September 30, 2011 was $748,633 (2010 - $154,924).
	The Company used the Black-Scholes option pricing model to determine the fair value of options granted.
	The fair value of stock options has been estimated with the following assumptions:

Stock options and warrants (cont’d)

	2011	2010	2009
Dividend yield	0.00%	0.00%	-
Expected volatility	171.49%	229%	-
Risk free interest rate	1.32%	1.93%	-
Expected life of options	3.00 years	1.83 years	-

The following table summarizes information about stock options and warrants outstanding at December 31, 2011:

6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


	Number outstanding		Exercise Price	Expiry Date
Options	250,000	$	1.60	February 28, 2012
	500,000	$	0.50	January 1, 2013
	25,000	$	1.10	June 19, 2014
	1,000,000	$	1.00	August 31, 2014
	900,000	$	1.60	March 16, 2016

Warrants	50,000	$	1.90	January 14, 2012*
*Expired subsequent to December 31, 2011

								For the period
		For the three		For the three		For the three		from April 14,
		months ended		months ended		months ended		2004 (inception)
		September 30,		September 30,		September 30,		to September 30,
		2011		2010		2009		2011
Cash paid for interest	$	-	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-	$	-

Stock-based compensation

~~Significant~~During ~~non~~the six months ended December 31, 2011, the Company granted 1,666,668 options (2010 – 100,000) to employees and consultants of the Company, with a weighted average fair value of $0.86 (2010 -~~cash~~ ~~transaction~~$0.75) ~~for~~per option, which are being recognized over the vesting periods of the ~~three~~options. ~~months~~The ~~ended~~Company ~~September~~cancelled 30666,668 ~~2011~~of ~~included:~~these options during the period ended December 31, 2011.

a)Total ~~Included~~stock-based incompensation ~~scientific~~for ~~equipment~~the six ismonths ~~$528,549~~ended ~~which~~December ~~relates~~31, to2011 ~~accounts~~was ~~payable~~$903,322 ~~and~~(2010 ~~accrued~~- ~~liabilities~~$234,778).

	There were no significant non-cash transactions for the three months ended September 30, 2010.
7.	RELATED PARTY TRANSACTIONS
	During the three months ended September 30, 2011, the Company:

The Company used the Black-Scholes option pricing model to determine the fair value of options granted.

	a)	paid or accrued $33,438 (2010 - $Nil) for management fees to a director and officer of the Company;
	b)	paid or accrued $384,769 (2010 - $402,000) in research and development costs and $940,343 (2010 - $Nil) in scientific equipment with CIOI, a former significant shareholder, of which $528,549 (2010 – $38,891) is included in accounts payable and accrued liabilities as at September 30, 2011.

The fair value of stock options has been estimated with the following assumptions:

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


	2011	2010	2009

Dividend yield	0.00%	0.00%	-
Expected volatility	171.49%	229%	-
Risk free interest rate	1.32%	1.93%	-
Expected life of options	3.00 years	1.83 years	-

~~F-11~~6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited SEPTEMBER 30, 2011


								For the period
		For the six		For the six		For the six		from April 14,
		months ended		months ended		months ended		2004(inception)
		December 31,		December 31,		December 31,		to December 31,
		2011		2010		2009		2011

Cash paid for interest	$	-	$	-	$	-	$	-

Cash paid for income taxes	$	-	$	-	$	-	$	-

8.	SUBSEQUENT EVENTS
	On October 5, 2011, the Company mutually agreed to terminate the consulting agreement with Quorum Capital Corporation (“Quorum”) entered into on July 8, 2011. In consideration for the termination of the agreement and the cancellation of 666,668 stock options, the Company paid Quorum $25,000 CDN.
	On October 10, 2011, the Company closed a private placement offering of 1,974,000 shares at a price of $1.00 per share for total proceeds of $1,974,000 of which $1,814,000 was received at September 30, 2011.

~~F-12~~QUANTUM SOLAR POWER CORP. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars) Unaudited DECEMBER 31, 2011

~~ITEM 2~~6. ~~MANAGEMENT'S~~SUPPLEMENTAL ~~DISCUSSION~~DISCLOSURE ~~AND~~WITH ~~ANALYSIS~~RESPECT OFTO ~~FINANCIAL~~CASH ~~CONDITION~~FLOWS ~~AND~~(cont’d) ~~RESULTS~~Significant OFnon-cash ~~OPERATIONS.~~transaction for the six months ended December 31, 2011 included:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

	a)	Issuing 90,000 common shares at a value of $88,700 from commitment to issue shares to share capital and additional paid in capital.
	b)	Committing to issue 30,000 common shares at a value of $15,500 recorded as consulting fees.

~~Certain~~Significant ~~statements contained in this Quarterly Report constitute "forward~~non-~~looking~~cash ~~statements".~~transactions ~~These statements, identified by words~~for such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the ~~current~~six ~~views~~months ofended ~~management~~December ~~with respect to future events and are subject to risks~~31, ~~uncertainties~~2010 and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption "Management's Discussion and Analysis of Financial Condition and Results of Operation" and elsewhere in this Quarterly Report. We intend to discuss in our Quarterly and Annual Reports any events and circumstances that occurred during the period to which such document relates that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”). Company:

~~OVERVIEW~~a) Issuing 112,632 common shares at a value of $112,632 from commitment to issue shares to share capital and additional paid in capital; b) Granting 372,000 warrants for a fair value of $372,000 to various shareholders as a dividend; and c) Committing to issue 242,956 common shares at a value of $242,956 as finder’s fees.

We7. ~~were~~RELATED ~~incorporated~~PARTY onTRANSACTIONS ~~April~~During ~~14, 2004 under~~ the ~~laws~~six ofmonths ~~the State~~ended ofDecember ~~Nevada. Our principal executive offices are located at Suite 300~~31, ~~1055 West Hastings Street~~2011, ~~Vancouver,~~the ~~BC, Canada V6E 2E9.~~ Company:

We are currently engaged in the research, development and marketing of next generation solar power generation devices utilizing our patent pending technology (the “Next Generation Device™ or NGD™ Technology”) for photovoltaic devices that do not use silicon or other, rare earth elements. Once we have completed development, we expect to derive substantially all revenues from royalty based licensing arrangements.

	a)	paid or accrued $91,867 (2010 - $Nil) for management fees to a director and officer of the Company, of which $11,581 (2010 - $Nil) is included in accounts payable and accrued liabilities as at December 31, 2011;

	b)	paid or accrued $837,045 (2010 - $868,924) in research and development costs and $940,343 (2010 - $Nil) in scientific equipment with CIOI, a former significant shareholder, of which $348,388 (2010 – $212,814) is included in accounts payable and accrued liabilities as at December 31, 2011.

The NGD™ Technology, which is covered by two provisional U.S. patents, differs from conventional solar technology as it does not require expensive silicon based absorber components or rare earth elements. Our researchers at Simon Fraser University in British Columbia, Canada have developed and built a proof of concept prototype of a next generation device utilizing the NGD™ Technology (see “Technology Acquisition” and “NGDTM Technology” below).

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

8.	SUBSEQUENT EVENT

	Subsequent to December 31, 2011, the Board of Directors of the Company approved an offering of up to 5,000,000 units at a price of $0.20 per unit of which $170,000 was received subsequent to December 31, 2011. Each unit will consist of one share and one share purchase warrant, with each warrant entitling the subscriber to purchase an additional share for a three month period following the date of issuance at an exercise price of $0.25.

We are a development stage company. We have not earned any revenue to date nor have we entered into any licensing agreements to date. We do not anticipate earning revenue until we have completed the development and testing of our NGD™ Technology. We are presently in the development stage of our business and we can provide no assurance that we will be able to complete commercial development or successfully sell or license products incorporating our solar power generation devices, once development and testing is complete. We have limited operations. We conduct all of our research and development on a contractual basis with Simon Fraser University. We have relied on the sale of our securities and loans or capital infusions from our officers and directors to fund our operations to date.12

~~RECENT~~ITEM ~~CORPORATE~~2. ~~DEVELOPMENTS~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Since~~CAUTIONARY ~~the~~STATEMENT ~~filing~~REGARDING ~~of our Annual Report for the fiscal year ended~~FORWARD-LOOKING ~~June~~STATEMENTS ~~30, 2011 with the SEC, we experienced the following significant corporate developments:~~

~~Changes~~Certain statements contained in this Quarterly Report constitute "forward-looking statements". These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to ~~Executive~~future ~~Officers~~events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption "Management's Discussion and Analysis of Financial Condition and Results of Operation" and elsewhere in this Quarterly Report. We intend to discuss in our Quarterly and Annual Reports any events and circumstances that occurred during the period to which such document relates that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”).

OnOVERVIEW September 21, 2011, we appointed Steven Pleging as our President and Chief Executive Officer. Mr. Pleging is also the Chairman of our Board of Directors. Daryl J. Ehrmantraut resigned as our President and Chief Executive Officer in order to make room for Mr. Pleging's appointment. Also on September 21, 2011, Mr. Ehrmantraut was appointed as our Chief Operating Officer. Mr. Ehrmantraut will continue to serve as a member of our board of directors.

3We were incorporated on April 14, 2004 under the laws of the State of Nevada. Our principal executive offices are located at Suite 300, 1055 West Hastings Street, Vancouver, BC, Canada V6E 2E9.

~~There~~We ~~were~~are nocurrently ~~disagreements~~engaged ~~between~~in ~~Mr.~~the ~~Ehrmantraut~~research, ~~and~~development ~~the~~and ~~Company~~marketing ~~regarding~~of ~~any~~next ~~matter~~generation ~~relating~~solar topower generation devices utilizing our ~~operations,~~patent pending ~~policies~~technology (the “Next Generation Device™ or ~~practices,~~NGD™ Technology”) for ~~nor~~photovoltaic ~~were~~devices ~~there~~that ~~any~~do ~~changes~~not touse ~~the~~silicon ~~compensation~~or ~~currently~~other, ~~being~~rare ~~paid~~earth elements. Once we have completed development, we expect to ~~Messrs.~~derive substantially all revenues ~~Pleging~~from orroyalty ~~Ehrmantraut~~based licensing arrangements.

~~Release~~The ~~Agreement~~NGD™ Technology, which is covered by two provisional U.S. patents, differs from conventional solar technology as it does not require expensive silicon based absorber components or rare earth elements. Our researchers at Simon Fraser University in British Columbia, Canada have developed and built a proof of concept prototype of a next generation device utilizing the NGD™ Technology (see “Technology Acquisition” and “NGDTM Technology” below).

OnDuring ~~October 5, 2011, we entered into a release agreement (~~the ~~“Release~~ ~~Agreement”)~~three ~~with~~months ~~Quorum~~ended ~~Capital~~December ~~Corporation (“QCC”). Under the terms of the Release Agreement~~31, ~~each party mutually agreed to release the other party from their obligations under a consulting agreement dated July 8,~~ 2011 ~~whereby QCC was retained by us to provide consulting services. In consideration of the release~~, we ~~paid QCC~~ invested $25955,~~000~~383 ~~and~~in ~~QCC~~technological ~~surrendered~~equipment ~~the~~and ~~stock~~expended ~~options~~$454,468 ~~issued~~on toresearch and ~~them~~development ~~under~~for ~~the~~our ~~consulting~~NGDTM ~~agreement for termination~~Technology.

~~Foreign~~The ~~Private~~equipment ~~Placement~~we purchased consisted of the following:

On October 10, 2011, we issued 1,974,000 shares of our common stock at a price of $1.00 per share for total proceeds of $1,974,000. The issuance was completed pursuant to the provisions of Regulation S of the Securities Act of 1933 (the “Act”). We did not engage in a distribution in the United States. Each subscriber represented that they were not a "U.S. Person" as defined under Regulation S of the Act and were not acquiring the shares for the account or benefit of a U.S. Person.

	(1)	Two PVD75 thin-film deposition tools: These tools are used for metal and dielectric depositions via evaporation and sputtering. They complement the existing tools that we have access to at the research facility at Simon Fraser University. These tools have allowed us to increase the number of thin film deposition processes, which in turn enable improvements in process repeatability, thin film property enhancements, and device fabrication throughput.

	(2)	FEI NanoSEM 430 scanning electron microscope: This microscope allows us unrestricted access to an ultra-high resolution microscope with elemental analysis capabilities. It further has special capabilities for imaging insulating samples, which is critical for work on glass substrates. This microscope is used to characterize all the films and devices produced by the thin film deposition tools, and allows us to run more efficient device optimization cycles.

~~The~~We ~~issuance~~are ~~represents~~ a ~~portion~~development ofstage ~~our~~company. ~~previously~~We ~~announced~~have not earned any ~~$3,000,000~~revenue ~~foreign~~to ~~private~~date ~~placement~~nor ~~offering~~have we entered into any licensing agreements to date. ~~Following~~We ~~the~~do not ~~issuance~~anticipate ofearning revenue until we have completed the development and ~~shares,~~testing of our ~~board~~NGD™ ofTechnology. ~~directors~~We ~~elected~~are topresently ~~terminate~~in the ~~balance~~development stage of ~~the~~our business ~~foreign~~and we can provide no assurance that we will be able to complete ~~private~~commercial ~~placement~~development ~~offering.~~or

~~TECHNOLOGY ACQUISITION~~ 3

Wesuccessfully ~~acquired~~sell ~~the~~or ~~NGDTM~~license ~~Technology~~products onincorporating ~~December~~our ~~16,~~solar ~~2009~~power bygeneration andevices, ~~agreement~~once ~~(the~~development ~~“Technology~~and ~~Acquisition~~testing ~~Agreement”)~~is ~~with Canadian Integrated Optics (IOM) Limited, (“CIO”)~~complete. InWe ~~consideration of the NGD™~~have ~~Technology,~~limited weoperations. ~~issued~~We ~~71,500,000~~conduct ~~shares~~all of our ~~common~~research ~~stock~~and todevelopment ~~CIO~~on ~~(of which CIO~~a ~~transferred~~contractual ~~over~~basis ~~99%~~with ~~pursuant~~Simon toFraser ~~the~~University. ~~terms~~We ofhave arelied ~~takeover~~on ~~bid,~~the ~~under~~sale ~~Canadian~~of ~~Securities Laws) and Desmond Ross,~~ our ~~former~~securities ~~director~~ and ~~executive~~loans ~~officer, returned 47,000,000 shares to the treasury. Under the Technology Acquisition Agreement, we also agreed to pay CIO,~~ or ~~such~~capital ~~other~~infusions ~~parties~~from ~~designated~~our byofficers ~~CIO, for ongoing development~~ and ~~research~~directors ~~costs under CIO’s existing research~~to ~~agreement~~fund ~~(the~~our ~~“CIO~~operations ~~Research~~to ~~Agreement) with Simon Fraser University (“SFU”)~~date. ~~The initial term of the CIO Research Agreement was until July 30, 2010.~~

~~Subsequent~~RECENT toCORPORATE ~~entering~~DEVELOPMENTS into the Technology Acquisition Agreement, CIO entered into an amendment agreement to the CIO Research Agreement, whereby SFU agreed to extend the term until December 31, 2010 and in consideration of which we paid $310,076 CDN. On December 23, 2010, CIO entered into another amendment agreement dated January 1, 2011, whereby SFU agreed to further extend the term until July 31, 2011 and in consideration of which we will pay $476,482 CDN plus expenses, during the term. On July 28, 2011, CIO entered into another amendment agreement dated July 2, 2011, whereby SFU agreed to further extend the term until December 31, 2011 and in consideration of which we will pay $599,593 CDN plus expenses, during the term.

~~During~~Since the ~~three~~filing ~~months~~of our Quarterly Report for the fiscal quarter ended September 30, 2011, wewith ~~incurred $1~~the SEC,~~325,112~~ ~~USD~~we ~~under~~experienced the ~~CIO~~following ~~Research~~significant corporate ~~Agreement.~~ developments:

NGD™ TECHNOLOGY

(1)	On November 22, 2011, we issued 30,000 shares of our common stock to a consultant, pursuant to the terms of a business consulting agreement between the Company and the consultant dated April 19, 2010. These shares were issued in reliance on Regulation S of the Securities Act. The consultant represented that he was not a “U.S. Person” as defined under Regulation S of the Securities Act and not acquiring the shares for the account or benefit of a U.S. Person.

(2)	On December 1, 2011, we entered into a consulting agreement (the “Mirador Agreement”), with Mirador Consulting LLC, (“Mirador”). Under the terms of the Mirador Agreement, Mirador agreed to provide us with consulting services (the “Services”). The Mirador Agreement is effective December 1, 2011 and is for a term of 6 months. In consideration of the Services, we issued 250,000 shares of our common stock (the “Shares”) to Mirador on execution and agreed to issue 250,000 shares after the three month anniversary of the Mirador Agreement unless the Mirador Agreement has been terminated prior to that date. The Corporation may cancel the Mirador Agreement at any time, without cause, by providing 30 days notice. Mirador represented that it is an “Accredited Investor” as defined under Regulation D of the Securities Act of 1933 (the “Securities Act”).

(3)	On December 1, 2011, we entered into a consulting agreement (the “PCC Agreement”), with Pristine Capital Corp. (“PCC”). Effective December 31, 2011, we terminated the PCC Agreement. The PCC Agreement was effective December 1, 2011 and was for a term of 3 months. Under the terms of the PCC Agreement, PCC agreed to provide us with investor relations consulting services. In consideration of PCC’s consulting services, we were required to pay $100,000 CDN including HST to PCC at the beginning of each month that the PCC Agreement was in effect. We decided to cancel the PCC Agreement in order to focus our resources on developing our NGD^TMTechnology. We were permitted to terminate the PCC Agreement without cause and did not incur any early termination penalties.

(4)	On December 1, 2011, our Board of Directors approved a private placement offering of up to 400,000 units (each a “Unit”) at a price of $0.25 US per Unit pursuant to Regulation S of the United States Securities Act. Each Unit consisted of one share of our common stock and one share purchase warrant, with each warrant entitling the subscriber to purchase an additional share of our common stock for a one year period following the date of issuance at an exercise price equal to $0.30 US per share. On December 7, 2011, we issued 400,000 Units to one subscriber. The subscriber represented that it was not a "U.S. Person" as defined under Regulation S of the Act and not acquiring the shares for the account or benefit of a U.S. Person.

(5)	On January 13, 2012, our Board of Directors approved an offering (the “Foreign Units Offering”) of up to 5,000,000 units (each a “Unit”) at a price of $0.20 US per Unit pursuant to Regulation S of the Securities Act. Each Unit will consist of one share of our common stock and one share purchase warrant, with each warrant entitling the subscriber to purchase an additional share of our common stock for a three month period following the date of issuance at an exercise price equal to $0.25 US per share. We have received proceeds of $170,000 under the Foreign Units Offering but we have not issued any securities under this offering to date. Proceeds from the Foreign Units Offering will be used to for the development and marketing of our NGD^TMTechnology and for general corporate purposes. There is no assurance that the Foreign Units Offering or any part of it will be completed.

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

4We acquired the NGDTM Technology on December 16, 2009 by an agreement (the “Technology Acquisition

Solar cells based on the NGD™ Technology can reach a regime of cost and efficiency not obtainable with conventional solar cells. As a result, we believe our NGD™ Technology has the potential to enable the manufacture of solar cells at significantly less cost per Watt than current producers. 4

~~Thin~~Agreement”) ~~Film~~with ~~solar~~Canadian ~~cell~~Integrated ~~technologies~~Optics ~~have~~(IOM) ~~proven~~Limited, (“CIO”). ~~inexpensive~~In ~~to manufacture~~consideration ~~but~~of ~~are~~the atNGD™ ~~present~~Technology, ~~only~~we ~~capable~~issued of71,500,000 ~~efficiencies~~shares inof our ~~the~~common ~~10%~~stock ~~power conversion~~to ~~efficient~~CIO (~~“PCE”)~~of ~~range.~~which ~~Crystalline~~CIO ~~silicon~~transferred ~~solar~~over ~~cells~~99% ~~are~~pursuant into the terms ~~15%~~of toa ~~20%~~takeover ~~PCE~~bid, ~~range~~under ~~but~~Canadian ~~are~~Securities ~~very~~Laws) ~~expensive~~and toDesmond ~~manufacture~~Ross, ~~due~~our former director and executive officer, returned 47,000,000 shares to the ~~cost~~treasury. Under ofthe Technology Acquisition Agreement, we also agreed to pay CIO, or such ~~silicon~~other ~~processing.~~parties ~~The~~designated ~~reason~~by CIO, for ~~both~~ongoing ~~these~~development ~~shortfalls~~and isresearch ~~directly~~costs under ~~linked~~CIO’s existing research agreement (the “CIO Research Agreement) with Simon ~~the~~Fraser ~~semiconductors~~University ~~used~~(“SFU”). inThe initial term of the ~~fabrication~~CIO ~~process~~Research Agreement was until July 30, 2010.

~~All~~Subsequent ~~currently~~to ~~available~~entering ~~solar~~into ~~cell~~the ~~technologies~~Technology ~~rely~~Acquisition Agreement, onCIO aentered into an amendment agreement to the CIO Research ~~photovoltaic~~Agreement, ~~effect~~whereby SFU agreed to extend the term until December 31, 2010 and in consideration of which anwe ~~incoming~~paid ~~solar~~$310,076 ~~photon~~CDN. ~~knocks~~On ~~loose~~December a23, ~~negative~~2010, CIO entered ~~charge~~into another amendment agreement dated January 1, ~~leaving~~2011, ~~behind~~whereby aSFU ~~positive~~agreed ~~charge~~to further extend the term until July 31, in2011 aand ~~semiconducting~~in ~~material~~consideration ~~such~~of aswhich we ~~silicon.~~will ~~The~~pay ~~positive~~$476,482 ~~and~~CDN ~~negative~~plus ~~charges~~expenses, ~~are~~during ~~then~~the ~~collected~~term. ~~through~~On ~~separate~~July 28, 2011, CIO ~~conducting~~entered ~~layers~~into toanother beamendment ~~delivered~~agreement asdated ~~current~~July to2, a2011, ~~load.~~whereby ~~Defects~~SFU ~~within~~agreed to further extend the ~~semiconductor~~ ~~layer~~term ~~can~~until ~~affect~~December ~~the~~31, ~~power~~2011 ~~conversion~~and ~~efficiency~~in byconsideration ~~reducing~~of ~~the~~which ~~voltage~~we ~~and~~will pay $599,593 CDN plus expenses, during the ~~current~~term. ~~delivered~~CIO entered into another amendment agreement dated January 2, 2012, whereby SFU agreed to further extend the ~~load.~~term ~~Elimination~~until June 29, 2012 and in consideration of ~~these~~which ~~defects~~we ~~can~~will pay ~~only~~$594,401 ~~occur~~CDN ~~through~~plus ~~expensive~~expenses, ~~purification~~during ~~and~~the ~~processing~~term.

~~The~~During ~~NGD™ Technology’s principle of operation avoids~~ the ~~detrimental~~ ~~effects~~six ofmonths ~~defects~~ended ~~within~~December ~~the semiconductor absorber layers by disposing of it altogether~~31, ~~and thus has the potential to simultaneously satisfy the requirements of high power conversion efficiencies and low costs. In addition~~2011, ~~by eliminating expensive and exotic materials and manufacturing in a continuous rather than batch or wafer based process,~~ we ~~believe module costs can~~incurred ~~be reduced well below~~ $~~1 per Watt-peak (Wp)~~880,639 ~~the~~USD ~~nominal~~under ~~price of a solar module widely recognized as~~ the ~~standard~~CIO ofResearch ~~solar commercial enablement~~Agreement.

~~The market for solar energy has been limited by the costs of panels and by their low efficiencies. Quantum expects that with its low cost, high efficiency~~ NGD™ ~~Technology~~TECHNOLOGY ~~that the economics of solar power will prove to be superior to alternatives and that new and unforeseen markets will open for solar devices.~~

~~The~~Our ~~solar~~NGD™ ~~panel~~Technology ~~business~~is ~~has been in~~ a ~~high~~patent ~~growth phase over the past years however it is not sustainable since the growth has been fundamentally based on the availability of tax incentives~~pending, ~~subsidies~~technology and ~~other~~proof ~~inducements.~~of ~~The~~concept ~~economics~~prototype offor ~~unsubsidized~~producing solar power ~~are~~without ~~not~~the ~~attractive~~necessity ~~except~~of inutilizing ~~certain~~expensive ~~niche~~silicon ~~applications~~based ~~where~~absorber ~~choices~~components ~~are~~or ~~limited~~other ~~and~~rare ~~the high costs can~~earth ~~be justified~~elements.

AnSolar ~~average~~cells ~~crystalline~~based ~~silicon~~on ~~cell~~the ~~solar~~NGD™ ~~module~~Technology ~~has~~can ~~an efficiency~~reach ofa ~~15%,~~regime ~~an average thin film cell solar module has an efficiency~~ of ~~6%.~~cost ~~Thin~~and ~~film~~efficiency ~~manufacturing~~not ~~costs~~obtainable ~~potentially~~with ~~are~~conventional ~~lower, though. Crystalline silicon cell technology forms about 90% of~~ solar ~~cell demand~~cells. ~~The~~As ~~balance~~a ~~comes~~result, ~~from~~we ~~thin~~believe ~~film~~our ~~technologies.~~NGD™ ~~Approximately~~Technology ~~45%~~has of the ~~cost~~potential ofto aenable ~~silicon~~the ~~cell~~manufacture of solar ~~module~~cells isat ~~driven~~significantly byless ~~the~~ cost ofper ~~the~~Watt ~~silicon~~than ~~wafer,~~current ~~a further 35% is driven by the materials required to assemble the solar module~~producers.

Thin ~~film~~Film ~~manufacturer~~solar ~~First~~cell ~~Solar~~technologies ~~is reported in some publications to~~ have ~~approximately~~proven $6inexpensive ~~billion in contracts between 2010 and 2013. If First Solar were~~ to ~~have the opportunity to accept contracts worth $1~~ ~~trillion~~manufacture ~~and~~but ~~had~~are ~~the~~at ~~manufacturing~~present ~~capability~~only tocapable ~~fulfill~~of ~~these~~efficiencies ~~contracts~~in ~~they would still be inhibited and negatively governed by material availability. According to~~ the ~~U.S.~~10% ~~Geological Survey, there is enough tellurium available in~~power ~~global~~conversion ~~reserves~~efficient ~~to meet only 0.02 Terawatts~~ (“~~TRW~~PCE”) ~~of energy provision using existing thin film technology~~range. ~~The~~Crystalline ~~same~~silicon ~~applies~~solar tocells ~~San~~are ~~Jose,~~in ~~California-based~~the ~~Nanosolar’s~~15% ~~Indium~~to ~~supply.~~20% ~~Both~~PCE ~~companies~~range ~~current~~but ~~material~~are ~~choices~~very ~~(according~~expensive to ~~the~~ ~~Andrea~~manufacture ~~Feltrin,~~due ~~Alex~~to ~~Freundlich~~the ~~Report,~~cost ~~Photovoltaics~~of silicon ~~and~~processing. ~~Nanostructures Laboratories,~~The ~~Center~~reason for ~~Advanced~~both ~~Materials and Physics Department, University of Houston, Texas) limits~~ these ~~companies~~shortfalls ~~forever~~is todirectly ~~sub-Gigawatt~~linked ~~energy~~with ~~production~~the ~~(maximum~~semiconductors ~~0.02~~used ~~TRW~~in ~~per~~the ~~year).~~fabrication process.

~~Current~~All ~~Thin~~currently ~~Film~~available ~~companies~~solar ~~are~~cell ~~coming~~technologies ~~close~~rely toon ~~competing~~a ~~commercially~~photovoltaic ~~with~~effect ~~coal~~in ~~but~~which ~~the~~an ~~materials~~incoming ~~they~~solar ~~use~~photon knocks loose a negative charge, leaving behind a positive charge, in a semiconducting material such as silicon. ~~tellurium~~The positive and ~~indium~~ negative charges are ~~very~~then ~~rare~~collected ~~and~~through ~~capable~~separate conducting oflayers ~~meeting~~to ~~only~~be 0delivered as current to a load.~~13%~~ ofDefects within the semiconductor ~~worldwide~~layer ~~energy~~can ~~demand even~~affect ifthe ~~they~~power ~~accessed~~conversion efficiency by reducing the voltage ~~entire~~and ~~worldwide~~the ~~reserves~~current delivered to the load. Elimination of these ~~materials~~defects can only occur through expensive purification and processing.

5The NGD™ Technology’s principle of operation avoids the detrimental effects of defects within the semiconductor absorber layers by disposing of it altogether, and thus has the potential to simultaneously satisfy the requirements of high power conversion efficiencies and low costs. In addition, by eliminating expensive and exotic materials and manufacturing in a continuous rather than batch or wafer based process, we believe module costs can be reduced well below $1 per Watt-peak (Wp), the nominal price of a solar module widely recognized as the standard of solar commercial enablement.

~~PLAN~~The OFmarket ~~OPERATION~~for solar energy has been limited by the costs of panels and by their low efficiencies. Quantum expects that with its low cost, high efficiency NGD™ Technology that the economics of solar power will prove to be superior to alternatives and that new and unforeseen markets will open for solar devices.

The ~~following~~solar ~~discussion~~panel ~~and~~business ~~analysis~~has ~~summarizes~~been ~~our~~in ~~plan~~a ~~of operation~~high ~~for~~growth phase over the ~~next~~past ~~twelve~~years ~~months,~~however ~~our~~it ~~results~~is ofnot ~~operations~~sustainable ~~for~~since the ~~three month~~growth ~~period~~has ~~ended~~been fundamentally ~~September~~based ~~30,~~on ~~2011~~the ~~and~~availability ~~changes~~of intax ~~our financial condition from June 30~~incentives, ~~2011.~~subsidies ~~This~~and ~~discussion should be read in conjunction with the~~other ~~Management’s~~inducements. ~~Discussion~~The ~~and~~economics ~~Analysis~~ of ~~Financial~~unsubsidized ~~Condition~~solar ~~and~~power ~~Results~~are ~~of Operation~~not ~~included~~attractive except in ~~our~~certain ~~Annual~~niche ~~Report~~applications onwhere ~~Form~~choices ~~10-K~~are ~~for~~limited and the ~~year~~high ~~ended~~costs ~~June 30,~~can ~~2011~~be ~~filed with the SEC on September 13, 2011~~justified.

If we can obtain sufficient financing we intend to continue the final development of our NGD™ Technology, and identify and engage original equipment manufacturers (“OEM’s”) interested in licensing our technology. We anticipate that the licensing agreements will be between us and OEM’s with the expertise and facilities required to mass manufacture solar cells based on our NGD™ Technology and that the OEM’s will distribute the solar cells worldwide using their existing sales and marketing channels and at their expense. The cost of manufacture will be solely the responsibility of the OEM’s. We expect to receive revenue on royalties based on the number of cells produced by the OEM’s. This business model should allow us to maximize capital resources available at startup and through our OEM licensees positively address the demand for high efficiency solar cell devices. This business model should enable us to increase revenues and create brand recognition without the time, capital and risk associated with manufacturing plant construction. 5

~~There~~An isaverage nocrystalline ~~assurance~~silicon ~~that~~cell wesolar ~~will~~module behas ~~able~~an efficiency toof ~~obtain~~15%, ~~sufficient~~an average thin film cell solar module has an efficiency of ~~financing~~6%. toThin ~~proceed~~film ~~with~~manufacturing ~~our~~costs ~~plan~~potentially are lower, though. Crystalline silicon cell technology forms about 90% of ~~operation~~solar cell demand. The balance comes from thin film technologies. Approximately 45% of the cost of a silicon cell solar module is driven by the cost of the silicon wafer, a further 35% is driven by the materials required to assemble the solar module.

~~RESULTS~~Thin OFfilm ~~OPERATIONS~~manufacturer First Solar is reported in some publications to have approximately $6 billion in contracts between 2010 and 2013. If First Solar were to have the opportunity to accept contracts worth $1 trillion and had the manufacturing capability to fulfill these contracts they would still be inhibited and negatively governed by material availability. According to the U.S. Geological Survey, there is enough tellurium available in global reserves to meet only 0.02 Terawatts (“TRW”) of energy provision using existing thin film technology. The same applies to San Jose, California-based Nanosolar’s Indium supply. Both companies current material choices (according to the Andrea Feltrin, Alex Freundlich Report, Photovoltaics and Nanostructures Laboratories, Center for Advanced Materials and Physics Department, University of Houston, Texas) limits these companies forever to sub-Gigawatt energy production (maximum 0.02 TRW per year).

~~For~~Current ~~the~~Thin ~~period~~Film ~~from~~companies ~~inception~~are oncoming ~~April~~close ~~14, 2004~~ to ~~September~~competing ~~30,~~commercially ~~2011,~~with wecoal ~~have~~but ~~not~~the ~~earned~~materials ~~any~~they ~~operating~~use ~~revenue.~~such Weas ~~had~~tellurium anand ~~accumulated net~~indium ~~loss~~are very rare and capable of ~~$7,955,132~~meeting ~~since~~only ~~inception~~0.13% ~~and~~of ~~have~~the ~~incurred~~worldwide ~~total~~energy ~~operating~~demand even ~~expenses~~if they accessed the entire worldwide reserves of ~~$7,849,132~~ ~~since~~these ~~inception~~materials.

WePLAN ~~have~~OF ~~not~~OPERATION earned any revenues since inception. We do not anticipate earning revenues until such time as we complete further development of, and enter into licensing agreements for our NGD™ Technology. We are presently in the development stage of our business and we can provide no assurance that we will be able to generate revenues from sales of our product or that the revenues generated will exceed the operating costs of our business.

~~Operating~~The ~~Expenses~~following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the six month period ended December 31, 2011 and changes in our financial condition from June 30, 2011. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operation included in our Annual Report on Form 10-K for the year ended June 30, 2011 filed with the SEC on September 13, 2011.

~~Our~~If ~~operating~~we ~~expenses~~can ~~for~~obtain sufficient financing we intend to continue the final ~~three~~development ~~months~~of ~~ended~~our ~~September~~NGD™ 30Technology, and identify and engage original ~~2011~~equipment manufacturers (“OEM’s”) interested in licensing our technology. We anticipate that the licensing agreements will be between us and ~~2010~~OEM’s ~~consisted~~with the expertise and facilities required to mass manufacture solar cells based on our NGD™ technology and that the OEM’s will distribute the solar cells worldwide using their existing sales and marketing channels and at their expense. The cost of manufacture will be solely the ~~following:~~responsibility of the OEM’s. We expect to receive revenue on royalties based on the number of cells produced by the OEM’s. This business model should allow us to maximize capital resources available at startup and through our OEM licensees positively address the demand for high efficiency solar cell devices. This business model should enable us to increase revenues and create brand recognition without the time, capital and risk associated with manufacturing plant construction.

					Percentage
		Three Months Ended		Three Months Ended	Increase /
		September 30, 2011		September 30, 2010	(Decrease)
Amortization of equipment	$	429	$	278	54.32%
Amortization of patents		19,185		19,185	0%
General and administrative		219,724		183,000	20.07%
Professional fees		164,736		72,436	127.42%
Research and Development		426,171		402,000	6.01%
Stock Based Compensation		748,633		154,924	383.23%
Total Operating Expenses	$	1,578,878	$	831,823	89.81%

We are currently reviewing our expenditures and discussing with our consultants ways to reduce our costs so that a greater percentage of funds raised can be expended on our research program.

~~Our~~There ~~operating~~is ~~expenses~~no ~~increased~~assurance ~~from~~that ~~$831,823,~~we ~~during~~will ~~the three~~be ~~months~~able ~~ended September 30, 2010,~~ to ~~$1,578,878,~~obtain ~~during the three months~~sufficient ~~ended~~financing ~~September~~to ~~30,~~proceed ~~2011.~~with ~~This~~our ~~increase~~plan ~~is a result~~ of ~~increased operations in the development of our NGDTM Technology, which resulted in increased research and development activities and general and administrative expenses~~operation.

~~General~~RESULTS ~~and~~OF ~~administrative~~OPERATIONS ~~expenses primarily relate to fees paid to our: (i) officers, directors, consultants and employees; and (ii) amounts incurred in connection with investor relations activities.~~

Professional fees relate to legal and accounting fees in connection with meeting our ongoing reporting obligations under the Exchange Act.

Three and Six		Three Months Ended					Percentage		Six Months Ended					Percentage
Months Summary		December 31					Increase /		December 31					Increase /
		2011			2010		(Decrease)		2011			2010		(Decrease)
Revenue	$	-		$	-		n/a	$	-		$	-		n/a
Operating Expenses		(1,235,375	)		(1,285,975	)	(3.9)%		(2,814,253	)		(2,117,798	)	32.9%
Interest Income		25			-		100.0%		25			-		100.0%
Net Loss	$	(1,235,350	)	$	(1,285,975	)	(3.9)%	$	(2,814,228	)	$	(2,117,798	)	32.9%

~~Research~~For ~~and~~the ~~development~~period ~~expenses~~from ~~primarily~~inception ~~relate~~on April 14, 2004 to ~~amounts~~December 31, ~~paid~~2011, ~~under~~we ~~the~~have ~~CIO~~not ~~Research~~earned ~~Agreement~~any asoperating ~~other~~revenue. ~~consulting~~We ~~expenses~~had ~~incurred~~an inaccumulated net loss ~~connection~~of ~~with~~$9,190,482 ~~the~~since ~~development~~inception. ofWe ~~our~~incurred ~~NGD™~~total ~~Technology~~operating expenses of $9,084,507 since inception.

~~Stock~~We ~~based~~have ~~compensation~~not ~~relates~~earned toany ~~recorded~~revenues ~~expenses~~since inception. We do not anticipate earning revenues until such time as we complete further development of, and enter into licensing agreements for ~~stock~~our NGD™ Cell Technology. We are ~~options~~presently ~~granted~~in the development stage of our business and we can provide no assurance that we will be able to generate revenues from sales of our ~~directors,~~product ~~officers~~or that ~~and~~the ~~consultants.~~revenues generated will exceed the operating costs of our business.

WeOperating ~~anticipate~~Expenses our operating expenses will increase as we undertake our plan of operation. The increase will be attributable to our development, of our NGD™ Technology. We also anticipate our ongoing operating expenses will also increase as a result of our ongoing reporting requirements under the Exchange Act.

~~Net~~We ~~Loss~~have incurred operating expenses in the amount of $1,235,375 for the fiscal quarter ended December 31, 2011. Operating expenses for this period included the following expenses:

We incurred a loss in the amount of $7,955,132 for the period from inception to September 30, 2011. Our loss was attributable to the costs of operating expenses which primarily consisted of research and development costs, general and administrative expenses and professional fees paid in connection with preparing and filing our Current, Quarterly and Annual Reports.

		Three Months Ended December 31, 2011		Three Months Ended December 31, 2010	Percentage Increase / (Decrease)		Six Months Ended December 31, 2011		Six Months Ended December 31, 2010	Percentage Increase / (Decrease)
Amortization of equipment	$	24,314	$	278	8646.0%	$	24,743	$	556	4350.2%
Amortization of patents		19,186		19,185	0.0%		38,371		38,371	0.0%
General and administrative		234,616		168,958	38.9%		454,340		351,958	29.1%
Professional fees		348,102		148,775	134.0%		512,838		221,211	131.8%
Research and Development		454,468		868,924	(47.7)%		880,639		1,270,924	(30.7)%
Stock Based Compensation		154,689		79,855	93.7%		903,322		234,778	284.8%
Total Operating Expenses	$	1,235,375	$	1,285,975	(3.9)%	$	2,814,253	$	2,117,798	32.9%

~~LIQUIDITY~~Our ~~AND~~operating ~~CAPITAL~~expenses ~~RESOURCES~~for the three months ended December 31, 2011 have decreased as a result of decreased research and development activities. The decrease in operating expenses was partially offset by increases in amortization of equipment, general and administrative expenses, professional fees and stock based compensation.

Working Capital
		At September 30,					Percentage
		2011			At June 30, 2011		Increase / Decrease
Current Assets	$	912,241		$	344,965		164.4%
Current Liabilities		(656,627	)		(162,417	)	304.3%
Working Capital Surplus	$	255,614		$	182,548		40.0%

Our operating expenses for the six months ended December 31, 2011 have increased as a result of increases in amortization of equipment, general and administrative expenses, professional fees and stock based compensation. The increase in operating expenses was partially offset by decreased research and development activities.

Cash Flows
		Three Months Ended			Three Months Ended
		September 30, 2011			September 30, 2010
Cash Used in Operating Activities	$	(846,889	)	$	(890,865	)
Cash Provided by Investing Activities		(430,454	)		-
Cash Provided by Financing Activities		1,814,000			1,321,827
Net Increase (Decrease) in Cash During Period	$	536,657		$	430,962

General and administrative expenses primarily relate to fees paid to our: (i) officers, directors, consultants and employees; and (ii) amounts incurred in connection with investor relations activities.

~~As at September 30, 2011, we had cash of $879,946 and a working capital surplus of $255,614, compared to cash of $343,289 and a working capital surplus of $182,548 as at June 30, 2011.~~ 7

~~The~~Professional ~~change~~fees inrelate ~~our~~to ~~working~~legal ~~capital~~and ataccounting ~~September~~fees ~~30, 2011 from~~in ~~our~~connection ~~year~~with ~~ended~~meeting ~~June 30, 2011 is primarily a result of increased cash from subscriptions received of $1,814,000 for~~ our ~~private~~ongoing ~~placement~~reporting ~~that~~obligations ~~closed subsequent~~under to the ~~end of the fiscal quarter less expenses incurred for the~~Exchange ~~purchase of scientific equipment and for general operating activities~~Act.

~~Subsequent~~Research and development expenses primarily relate to ~~the~~amounts paid ~~three~~under ~~months~~the ~~ended~~CIO ~~September~~Research ~~30,~~Agreement ~~2011,~~as ~~we raised~~other ~~proceeds~~consulting ofexpenses ~~$1,974,000~~incurred in connection with the ~~sale~~development of ~~1,974,000 shares of~~ our ~~common~~NGD™ ~~stock pursuant to Regulation S~~Technology.

~~Future~~Stock ~~Financings~~based compensation relates to recorded expenses for stock options granted to our directors, officers and consultants.

~~Since~~We ~~our~~anticipate ~~inception, we have used proceeds from the sales of~~ our ~~common~~operating ~~stock~~expenses towill ~~raise~~increase ~~money~~as ~~for our operations and for our technology~~we ~~acquisition.~~undertake ~~We have not attained profitable operations and are dependent upon obtaining financing to pursue~~ our plan of operation. ~~For~~The ~~these~~increase ~~reasons,~~will ~~our auditors~~be ~~stated~~attributable ~~in their report~~ to our development, ~~audited~~of ~~financial~~our ~~statements~~NGD™ ~~for~~Technology. ~~the~~We ~~year~~also ~~ended~~anticipate ~~June~~our ~~30,~~ongoing operating ~~2011,~~expenses ~~that~~will ~~there~~also isincrease ~~substantial~~as ~~doubt~~a ~~that~~result weof ~~will~~our beongoing ~~able~~reporting torequirements under ~~continue~~the asExchange ~~a going concern~~Act.

7Net Loss

We ~~have~~incurred noa ~~revenues~~loss toin ~~date~~the ~~from~~amount ~~our~~of ~~inception.~~$9,190,482 Wefor ~~anticipate~~the period ~~continuing~~from inception to ~~rely~~December on31, ~~equity~~2011. ~~sales~~Our ofloss ~~our~~was ~~common~~attributable ~~stock in order~~ to ~~continue~~the tocosts of ~~fund~~operating ~~our~~expenses ~~business~~which ~~operations.~~primarily ~~Issuances~~consisted of ~~additional~~research ~~shares~~and ~~will~~development ~~result in~~costs, ~~dilution~~general toand ~~our~~administrative ~~existing~~expenses ~~stockholders.~~and Weprofessional ~~believe~~fees ~~that~~paid wein ~~have obtained~~connection ~~sufficient~~with ~~financing~~acquiring ~~to cover~~ our ~~anticipated expenses over the next four months. However~~assets, ~~there~~preparing isand nofiling ~~assurance that we will achieve any additional sales of~~ our ~~equity~~Current, ~~securities~~Quarterly ~~or arrange for debt or other financing for to fund our~~and ~~planned~~Annual ~~business activities~~Reports.

~~Significant~~LIQUIDITY ~~Trends,~~AND ~~Uncertainties~~CAPITAL ~~and~~RESOURCES ~~Challenges~~

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

Working Capital
							Percentage
		At December 31, 2011			At June 30, 2011		Increase / Decrease
Current Assets	$	96,993		$	344,965		(71.9)%
Current Liabilities		(541,100	)		(162,417	)	233.2%
Working Capital Surplus (Deficit)	$	(444,107	)	$	182,548		(343.3)%

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

Cash Flows
		Six Months Ended			Six Months Ended
		December 31, 2011			December 31, 2010
Cash Used in Operating Activities	$	(1,433,404	)	$	(1,812,935	)
Cash Used in Investing Activities		(959,003	)		-
Cash Provided by Financing Activities		2,073,440			3,679,558
Net Increase (Decrease) in Cash During Period	$	(328,967	)	$	1,866,623

~~Contractual~~As ~~Obligations~~at December 31, 2011 we had cash of $14,322 and a working capital deficit of $444,107.

Contractual Obligations	Payments Due By Period
	Total	Less than 1 Year	1-3 Years	3-5 Years	More Than 5 Years
CIO Research Agreement	$599,593 CDN	$599,593 CDN	-	-	-

The change in our working capital at December 31, 2011 from our year ended June 30, 2011 is primarily a result of the increases in accounts payable and accrued liabilities and decreases in cash. The decrease in our cash flows during the six month period ended on December 31, 2011 is primarily due to purchases of equipment used in our research and development activities and decreases in proceeds from the issuance of our common stock.

~~OFF-BALANCE~~The ~~SHEET~~equipment ~~ARRANGEMENTS~~we purchased consisted of the following:

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

	(1)	Two PVD75 thin-film deposition tools: These tools are used for metal and dielectric depositions via evaporation and sputtering. They complement the existing tools that we have access to at the research facility at Simon Fraser University. These tools have allowed us to increase the number of thin film deposition processes, which in turn enable improvements in process repeatability, thin film property enhancements, and device fabrication throughput.

	(2)	FEI NanoSEM 430 scanning electron microscope: This microscope allows us unrestricted access to an ultra-high resolution microscope with elemental analysis capabilities. It further has special capabilities for imaging insulating samples, which is critical for work on glass

~~CRITICAL ACCOUNTING POLICIES~~ 8

~~Our~~ ~~significant~~substrates. ~~accounting~~This ~~policies~~microscope ~~are~~is ~~disclosed~~used into ~~Note~~characterize 2all tothe ~~our~~films ~~audited~~and ~~financial~~devices ~~statements~~produced ~~included~~by inthe ~~our~~thin ~~Annual~~film ~~Report~~deposition ontools, ~~Form~~and ~~10-K~~allows ~~for~~us to ~~the~~run ~~year~~more ~~ended~~efficient ~~June~~device ~~30,~~optimization ~~2011~~cycles.

8Future Financings

~~ITEM~~As 3of December 31, 2011, we had cash on hand of $14,322. ~~QUANTITATIVE~~Since our ~~AND~~inception, ~~QUALITATIVE~~we ~~DISCLOSURES~~have ~~ABOUT~~used ~~MARKET~~our ~~RISK~~common stock to raise money for our operations and for our acquisition. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the year ended June 30, 2011, that there is substantial doubt that we will be able to continue as a going concern.

On January 13, 2012, our Board of Directors approved an offering (the “Foreign ~~Currency~~Units ~~Exchange~~Offering”) ~~Risk~~of up to 5,000,000 units (each a “Unit”) at a price of $0.20 US per Unit pursuant to Regulation S of the Securities Act. Each Unit will consist of one share of our common stock and one share purchase warrant, with each warrant entitling the subscriber to purchase an additional share of our common stock for a three month period following the date of issuance at an exercise price equal to $0.25 US per share. We have received proceeds of $170,000 under the Foreign Units Offering but we have not issued any securities under this offering to date.

~~The~~Proceeds ~~Company~~from isthe ~~actively~~Foreign ~~engaged~~Units inOffering ~~research~~will ~~and~~be ~~development~~used to for ~~activities~~the ~~internationally~~development and ismarketing ~~exposed~~of toour ~~foreign~~NGDTM ~~currency~~Technology ~~risk.~~and Wefor ~~currently~~general ~~conduct~~corporate ~~significant~~purposes. ~~research~~There ~~and~~is ~~development~~no ~~operations~~assurance onthat athe ~~contractual~~Foreign ~~basis at~~Units ~~Simon~~Offering ~~Fraser~~or ~~University~~any part inof ~~British~~it ~~Columbia,~~will ~~Canada~~be completed.

We dohave ~~not~~no ~~hold~~revenues ~~any~~to ~~derivative~~date ~~instruments~~from ~~and~~our doinception. ~~not~~We ~~engage in~~anticipate ~~any~~continuing ~~hedging~~to ~~activities.~~rely ~~Because~~on ~~most~~equity sales of our ~~purchases~~common ~~and~~stock ~~sales~~in ~~will~~order ~~made~~to incontinue to ~~Canadian~~fund ~~dollars,~~our ~~any~~business ~~exchange~~operations. ~~rate~~Issuances ~~change~~of ~~affecting~~additional ~~the~~shares ~~value~~will ofresult ~~the~~ in ~~Canadian~~dilution ~~dollar relative~~ to ~~the~~our Uexisting stockholders.S. ~~dollar~~We ~~could~~believe ~~have~~that anwe ~~effect~~have ~~on our~~obtained ~~financial~~sufficient ~~results~~financing asto ~~reported~~cover inour ~~U.S.~~anticipated ~~dollars.~~expenses Ifover the ~~Canadian~~next ~~dollar were to~~twelve ~~depreciate against the U~~months.S. ~~dollar~~However, ~~amounts~~there ~~reported~~is inno ~~U.S.~~assurance ~~dollars~~that ~~would~~we ~~be correspondingly~~will ~~reduced.~~achieve Ifany ~~the~~of inadditional sales ~~Canadian~~of ~~dollar~~our ~~were~~equity tosecurities ~~appreciate~~or ~~against the~~arrange ~~U.S.~~for ~~dollar,~~debt ~~amounts~~or ~~reported~~other infinancing ~~U.S.~~for ~~dollars~~to fund ~~would~~our beplanned ~~correspondingly increased~~business activities.

~~Although~~OFF-BALANCE ~~our~~SHEET ~~reporting~~ARRANGEMENTS currency is the U.S. dollar, we may conduct business and incur costs in the local currencies of other countries in which we may operate, make sales and buy materials. As a result, we are subject to currency translation risk. Further, changes in exchange rates between foreign currencies and the U.S. dollar could affect our future net sales and cost of sales and could result in exchange losses.

We ~~cannot~~have ~~accurately~~no ~~predict~~off-balance ~~future~~sheet ~~exchange~~arrangements ~~rates~~that have or ~~the~~are ~~overall~~reasonably ~~impact~~likely ofto ~~future~~have ~~exchange~~a ~~rate~~current ~~fluctuations~~or future effect on our ~~business~~financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, ~~and~~capital ~~financial~~expenditures ~~condition.~~or capital resources

~~Interest~~CRITICAL ~~Rate~~ACCOUNTING ~~Risk~~POLICIES

Our ~~exposure~~significant toaccounting ~~market~~policies ~~risks~~are ~~for~~disclosed ~~changes~~ in ~~interest~~Note ~~rates relates~~2 ~~primarily~~ to our ~~cash~~audited ~~equivalents.~~financial ~~This~~statements ~~can~~included ~~also~~in ~~have~~our anAnnual ~~effect~~Report onfor the year ~~ability~~ended ofJune ~~manufacturers and consumers to obtain sufficient financing to license~~30, ~~manufacture, distribute or purchase a device using our technology~~2011.

~~Commodity~~ITEM ~~and~~3. ~~Component~~QUANTITATIVE ~~Risk~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Failure~~Not to receive timely delivery of production tools by our future licensee’s equipment suppliers could delay manufacturing capacity and materially and adversely affect our results of operations and financial condition in future periodsApplicable. ~~The failure of any suppliers to perform could disrupt our future licensee’s supply chain and impair our operations.~~

IfITEM ~~delivery~~4. ofCONTROLS ~~production~~AND tools or raw materials are not made on schedule or at all, then our licensees might be unable to carry out our commercialization and manufacturing plans, produce photovoltaic modules in the volumes and at the times that we expect or generate sufficient revenue from operations, and our business, results of operations and financial condition could be materially and adversely affectedPROCEDURES.

~~Credit~~Disclosure ~~Risk~~Controls and Procedures

We ~~currently~~carried doout an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2011 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not ~~hold~~effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting ~~instruments~~discussed ~~that~~in ~~subject~~our usAnnual Report on Form 10-K for the fiscal year ended toJune ~~credit~~30, ~~risk~~2011.

~~ITEM 4. CONTROLS AND PROCEDURES.~~9

~~Disclosure~~Notwithstanding ~~Controls~~the assessment that our internal control over financial reporting was not effective and ~~Procedures~~that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011 fairly present our financial condition, results of operations and cash flows in all material respects.

WeChanges ~~carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined~~ in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2011 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial ~~reporting~~ ~~discussed in our Annual Report on Form 10-K for the fiscal year ended~~reporting ~~June 30, 2011 (the “2011 Annual Report”).~~

9There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2011 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in the 2011 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10~~-Q for the fiscal quarter ended September 30, 2011 fairly present our financial condition, results of operations and cash flows in all material respects.~~

~~Changes~~PART inII ~~internal~~- ~~control~~OTHER ~~over~~INFORMATION ~~financial reporting~~

~~There~~ITEM ~~were~~1. noLEGAL changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2011 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reportingPROCEEDINGS.

10None.

~~PART~~ITEM II1A. -RISK ~~OTHER INFORMATION~~ FACTORS.

~~ITEM~~If 1.photovoltaic ~~LEGAL~~technology ~~PROCEEDINGS~~is not suitable for widespread adoption, or if sufficient demand for solar modules does not develop or takes longer to develop than we anticipate, we may never earn revenues or become profitable.

~~None~~The solar energy market is at a relatively early stage of development and the extent to which solar modules will be widely adopted is uncertain. If photovoltaic technology proves unsuitable for widespread adoption or if demand for solar modules fails to develop sufficiently, we may be unable to grow our business or generate sufficient net sales to sustain profitability. In addition, demand for solar modules in our targeted markets may not develop or may develop to a lesser extent than we anticipate. Many factors may affect the viability of widespread adoption of photovoltaic technology and demand for solar modules, including the following:

~~ITEM~~1. 1Acost-effectiveness of the electricity generated by photovoltaic power systems compared to conventional energy sources and products, including conventional energy sources, such as natural gas, and other non-solar renewable energy sources, such as wind; 2. ~~RISK~~availability ~~FACTORS~~and substance of government subsidies, incentives and renewable portfolio standards to support the development of the solar energy industry; 3. performance and reliability of photovoltaic systems compared to conventional and other non-solar renewable energy sources and products; 4. success of other renewable energy generation technologies, such as hydroelectric, tidal, wind, geothermal, solar thermal, concentrated photovoltaic, and biomass; 5. fluctuations in economic and market conditions that affect the price of, and demand for, conventional and non-solar renewable energy sources, such as increases or decreases in the price of oil, natural gas and other fossil fuels; and 6. fluctuations in capital expenditures by end-users of solar modules, which tend to decrease when the economy slows and interest rates increase.

IfAn ~~photovoltaic~~increase ~~technology~~in isinterest ~~not~~rates ~~suitable~~or ~~for~~lending ~~widespread adoption,~~rates or iftightening of ~~sufficient~~the ~~demand~~supply ~~for~~of ~~solar~~capital ~~modules~~in ~~does~~the ~~not~~global ~~develop~~financial ormarkets ~~takes~~(including a reduction ~~longer~~in total tax equity availability) could make it difficult for end-users to finance ~~develop~~the ~~than~~cost weof ~~anticipate,~~a wephotovoltaic ~~may~~system ~~never~~and ~~earn~~could ~~revenues~~reduce the demand for solar modules utilizing our NGD™ Technology and/or ~~become~~lead to a reduction in the ~~profitable~~average selling price for photovoltaic modules.

~~The~~Many of potential solar ~~energy~~technology ~~market~~customers iswill atdepend aon debt ~~relatively~~financing ~~early~~to ~~stage~~fund ofthe initial capital expenditure required to develop, ~~development~~build and ~~the~~purchase ~~extent~~a tophotovoltaic ~~which~~system. ~~solar~~As ~~modules~~a ~~will~~result, bean ~~widely~~increase ~~adopted~~in isinterest ~~uncertain.~~rates Ifor ~~photovoltaic~~lending ~~technology~~rates ~~proves~~could ~~unsuitable~~make it difficult for ~~widespread~~our ~~adoption~~potential customers to secure the financing necessary to develop, build, purchase or ifinstall a photovoltaic system on favorable terms, or at all, and thus lower demand for our solar modules ~~fails~~which tocould ~~develop~~limit ~~sufficiently,~~our wegrowth ~~may~~or bereduce ~~unable~~ our net sales. Due to ~~grow~~the overall economic outlook, our ~~business~~end-users may change their decision or ~~generate~~change ~~sufficient~~the timing ~~net~~of ~~sales~~their decision to ~~sustain~~develop, ~~profitability.~~build, purchase or install a photovoltaic system. In addition, ~~demand~~we ~~for~~believe ~~solar~~that ~~modules~~a insignificant percentage of our ~~targeted~~end-users install ~~may~~photovoltaic ~~not~~systems ~~develop~~as oran ~~may~~investment, funding the initial capital ~~develop~~expenditure tothrough a ~~lesser~~combination ~~extent~~of ~~than~~equity weand ~~anticipate~~debt. ~~Many~~An ~~factors~~increase ~~may~~in ~~affect~~interest rates and/or lending rates could lower an investor’s return on investment in a photovoltaic system, increase equity return requirements or make alternative investments more attractive relative to photovoltaic systems, and, in each case, could cause these end-users to seek alternative investments. A reduction in the ~~viability~~supply of ~~widespread~~project ~~adoption~~debt financing or tax equity investments could reduce the number of ~~photovoltaic~~solar ~~technology~~projects that receive financing and thus lower demand for solar modules,. ~~including the following:~~

1.Existing ~~cost-effectiveness~~regulations ~~of the electricity generated by photovoltaic power systems compared to conventional energy sources~~ and ~~products,~~policies ~~including conventional energy sources, such as natural gas,~~ and ~~other~~changes ~~non-solar~~to ~~renewable~~these regulations ~~energy sources, such as wind; 2. availability~~ and ~~substance~~policies ofmay ~~government~~present ~~subsidies~~technical, ~~incentives~~regulatory and ~~renewable~~economic ~~portfolio standards~~ barriers to ~~support~~ the ~~development~~purchase ~~of the solar energy industry; 3. performance~~ and ~~reliability~~use of photovoltaic ~~systems compared to conventional and other non-solar renewable energy sources and~~ products~~; 4. success of other renewable energy generation technologies~~, ~~such~~which asmay ~~hydroelectric,~~significantly ~~tidal, wind, geothermal, solar thermal, concentrated photovoltaic, and biomass; 5. fluctuations in economic and market conditions that affect the price of, and~~ reduce demand for, ~~conventional~~our ~~and non-~~solar ~~renewable energy sources, such as increases or decreases in the price of oil, natural gas and other fossil fuels; and 6. fluctuations in capital expenditures by end-users of solar~~ modules~~, which tend to decrease when the economy slows and interest rates increase~~.

An increase in interest rates or lending rates or tightening of the supply of capital in the global financial markets (including a reduction in total tax equity availability) could make it difficult for end-users to finance the cost of a photovoltaic system and could reduce the demand for solar modules utilizing our NGD™ Technology and/or lead to a reduction in the average selling price for photovoltaic modules. 11

~~Many~~The ofmarket ~~potential~~for ~~solar~~electricity ~~technology~~generation ~~customers~~products ~~will~~is ~~depend on~~heavily ~~debt~~influenced ~~financing~~by toforeign, ~~fund~~federal, ~~the~~state ~~initial~~and ~~capital~~local ~~expenditure~~government ~~required~~regulations ~~to develop,~~and ~~build~~policies ~~and~~concerning ~~purchase~~the aelectric ~~photovoltaic~~utility ~~system. As a result~~industry, anas ~~increase~~well inas ~~interest~~policies ~~rates~~promulgated orby ~~lending~~electric ~~rates~~utilities. ~~could~~These ~~make~~regulations itand ~~difficult~~policies ~~for~~often ~~our~~relate to ~~potential~~electricity ~~customers~~pricing ~~to secure~~and ~~the~~technical ~~financing~~interconnection ~~necessary~~of tocustomer-owned electricity ~~develop,~~generation. ~~build,~~In ~~purchase~~the orUnited ~~install~~States ~~a photovoltaic~~and ~~system~~in ona ~~favorable~~number ~~terms,~~of orother ~~at all~~countries, these regulations and ~~thus~~policies ~~lower~~have ~~demand~~been ~~for~~modified ~~our solar~~in ~~modules~~the ~~which~~past ~~could~~and ~~limit~~may ~~our~~be modified ~~growth~~again orin ~~reduce~~the ~~our net sales~~future. ~~Due~~These toregulations ~~the overall~~and ~~economic~~policies ~~outlook,~~could ~~our~~ deter end-~~users~~user ~~may~~purchases ~~change~~of ~~their~~photovoltaic ~~decision~~products orand ~~change~~investment in the research and ~~timing~~development of ~~their~~photovoltaic ~~decision~~technology. toFor ~~develop~~example, ~~build,~~without ~~purchase~~a ormandated regulatory ~~install~~exception afor photovoltaic ~~system.~~ ~~In addition~~systems, weutility ~~believe~~customers ~~that~~are aoften charged ~~significant~~interconnection ~~percentage~~or ofstandby ~~our~~fees ~~end-users~~for putting distributed power generation ~~install~~on ~~photovoltaic~~the ~~systems~~electric asutility angrid. ~~investment,~~If ~~funding~~these ~~the~~interconnection ~~initial~~standby ~~capital~~fees were ~~expenditure~~applicable ~~through~~to aphotovoltaic ~~combination~~systems, ofit ~~equity~~is ~~and~~likely ~~debt.~~that Anthey would increase ~~in interest~~the ~~rates~~cost ~~and/or~~to ~~lending~~our ~~rates~~end-users ~~could~~of ~~lower~~using anphotovoltaic ~~investor’s~~systems ~~return~~which oncould ~~investment~~make inthem aless ~~photovoltaic system~~desirable, ~~increase~~thereby ~~equity~~harming ~~return~~our ~~requirements~~business, orprospects, ~~make~~results ~~alternative~~of operations and ~~investments~~financial ~~more~~condition. ~~attractive~~In ~~relative~~addition, toelectricity generated by photovoltaic systems, mostly ~~and,~~competes inwith ~~each~~expensive ~~case~~peak hour electricity, ~~could~~ ~~cause~~rather ~~these~~than ~~end-users~~the toless expensive ~~seek~~average ~~alternative~~price ~~investments~~of electricity. AModifications ~~reduction~~to in the peak hour pricing ~~supply~~policies of ~~project~~utilities, ~~debt~~such ~~financing~~as orto ~~tax~~a ~~equity~~flat ~~investments~~rate ~~could~~for ~~reduce~~all ~~the number~~times of ~~solar~~the ~~projects~~day, ~~that~~would require ~~receive~~photovoltaic ~~financing~~systems ~~and~~to ~~thus~~achieve lower ~~demand~~prices ~~for~~in ~~solar~~order to compete with ~~modules~~the price of electricity from other sources.

11We anticipate that solar modules utilizing our technology and their installation will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our solar modules may result in significant additional expenses to us, our resellers and their customers and, as a result, could cause a significant reduction in demand for our solar modules.

~~Existing~~We ~~regulations~~face ~~and~~intense ~~policies~~competition ~~and~~from ~~changes~~manufacturers ~~to these~~of ~~regulations~~crystalline ~~and~~silicon ~~policies~~solar ~~may~~modules, ~~present~~thin ~~technical,~~film ~~regulatory~~solar modules and ~~economic~~solar ~~barriers~~thermal and toconcentrated ~~the~~photovoltaic ~~purchase~~systems; ~~and~~if ~~use~~global ofsupply ~~photovoltaic~~exceeds ~~products~~global demand, ~~which~~it could ~~may~~lead ~~significantly~~to ~~reduce demand~~a ~~for~~reduction ~~our~~in ~~solar~~the average selling price for photovoltaic modules.

The ~~market~~solar ~~for~~energy ~~electricity generation products is heavily influenced by foreign, federal, state~~ and ~~local~~renewable ~~government~~energy ~~regulations~~industries ~~and policies~~are ~~concerning the electric utility industry, as well as policies~~both ~~promulgated~~highly bycompetitive ~~electric utilities. These regulations~~ and ~~policies~~continually ~~often~~evolving ~~relate to~~as ~~electricity~~participants ~~pricing~~strive ~~and technical interconnection of customer-owned~~to ~~electricity~~distinguish ~~generation.~~themselves Inwithin ~~the~~their ~~United~~markets ~~States~~ and incompete awith ~~number of other countries, these regulations and policies have been modified in~~ the ~~past~~larger ~~and may be~~electric ~~modified~~power ~~again in the future~~industry. ~~These~~Within ~~regulations and policies could deter end-user purchases of photovoltaic products and investment in~~ the ~~research~~global ~~and development of~~ photovoltaic ~~technology. For example~~industry, ~~without~~we aface ~~mandated~~competition ~~regulatory~~from ~~exception~~crystalline ~~for~~silicon ~~photovoltaic~~solar ~~systems,~~module utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. If these interconnection standby fees were applicable to photovoltaic systemsmanufacturers, itother isthin ~~likely~~film ~~that they would increase the~~solar ~~cost~~module tomanufacturers ~~our~~and ~~end-users~~companies ofdeveloping ~~using~~solar ~~photovoltaic~~thermal ~~systems which could make them less desirable, thereby harming our business, prospects, results of operations~~ and ~~financial~~ ~~condition. In addition, electricity generated by photovoltaic systems~~concentrated mostly competes with expensive peak hour electricity, rather than the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate for all times of the day, would require photovoltaic ~~systems to achieve lower prices in order to compete with the price of electricity from other sources~~technologies.

WeEven ~~anticipate~~if ~~that~~demand for solar modules ~~utilizing~~continues ~~our technology and their installation will be subject~~ to ~~oversight and regulation in accordance with national and local ordinances relating to building codes~~grow, ~~safety, environmental~~the ~~protection, utility interconnection and metering and related~~rapid ~~matters.~~expansion Itplans ~~is difficult to track the requirements~~ of ~~individual~~many ~~states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our~~ solar ~~modules~~cell ~~may result in significant additional expenses to us, our resellers~~ and ~~their~~module ~~customers~~manufacturers ~~and, as a result,~~ could ~~cause~~create aperiods where ~~significant~~supply ~~reduction~~exceeds in demand ~~for our solar modules~~.

WeDuring ~~face~~any ~~intense~~such ~~competition~~period, ~~from~~our ~~manufacturers~~competitors ofcould decide to reduce ~~crystalline~~their ~~silicon~~sales ~~solar~~price ~~modules~~in response to competition, ~~thin~~even ~~film~~below their manufacturing cost, in order to generate sales. As a result our partners may be unable to sell solar modules ~~and~~based ~~solar~~on ~~thermal~~our ~~and~~technology at attractive prices, or for a profit, ~~concentrated~~during ~~photovoltaic~~any ~~systems;~~period ifof ~~global~~excess supply ~~exceeds~~of ~~global~~solar ~~demand~~modules, itwhich would reduce our net ~~could~~sales ~~lead~~and toadversely aaffect ~~reduction~~our inresults ~~the~~of operations. Also, we may decide to lower our average selling price ~~for~~to ~~photovoltaic~~certain ~~modules.~~customers in certain markets in response to competition.

~~The~~Our ~~solar~~failure ~~energy and renewable energy industries are both highly competitive and continually evolving as participants strive~~ to ~~distinguish~~ ~~themselves~~further ~~within~~refine ~~their~~our ~~markets~~technology and ~~compete~~develop ~~with the larger electric~~and ~~power~~introduce ~~industry.~~improved ~~Within the global~~ photovoltaic ~~industry,~~products wecould ~~face~~render ~~competition from crystalline silicon~~ solar ~~module~~modules ~~manufacturers,~~based ~~other~~on ~~thin~~our technology ~~film~~uncompetitive ~~solar module~~or ~~manufacturers~~obsolete and ~~companies~~reduce ~~developing~~our ~~solar~~net ~~thermal~~sales and ~~concentrated photovoltaic~~market ~~technologies~~share.

~~Even~~We ifwill ~~demand~~need ~~for~~to invest significant financial resources in research and development to continue to improve our module conversion efficiency and to otherwise keep pace with technological advances in the solar ~~modules~~energy industry. ~~continues~~However, research and development activities are inherently uncertain and we could encounter practical difficulties in commercializing our research results. We seek to ~~grow~~continuously improve our products and processes, and the ~~rapid~~resulting ~~expansion~~changes ~~plans~~carry potential risks in the form of ~~many~~delays, ~~solar~~additional ~~cell~~costs or other unintended contingencies. In addition, our significant expenditures on research and ~~module~~development ~~manufacturers~~may not produce corresponding benefits. In addition, other companies could ~~create~~potentially develop a highly reliable renewable energy ~~periods~~system ~~where~~that ~~supply~~mitigates ~~exceeds~~the ~~demand.~~intermittent power production drawback of many renewable energy systems, or offers other value-added improvements from the perspective of utilities and other system

During any such period, our competitors could decide to reduce their sales price in response to competition, even below their manufacturing cost, in order to generate sales. As a result our partners may be unable to sell solar modules based on our technology at attractive prices, or for a profit, during any period of excess supply of solar modules, which would reduce our net sales and adversely affect our results of operations. Also, we may decide to lower our average selling price to certain customers in certain markets in response to competition. 12

~~Our~~owners, ~~failure~~in towhich ~~further~~case ~~refine~~such ~~our~~companies ~~technology~~could ~~and~~compete ~~develop~~with ~~and~~us even ~~introduce~~if ~~improved~~the ~~photovoltaic~~levelized ~~products~~cost ~~could~~of ~~render~~electricity associated with such new system is higher than that of our systems. Our solar modules ~~based~~may onbe ~~our~~rendered obsolete by the ~~technology~~technological ~~uncompetitive~~advances orof ~~obsolete~~our ~~and~~competitors, which could reduce our net sales and market share.

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

12Protection of our proprietary processes, methods and other technology is critical to our business. Failure to protect and monitor the use of our existing intellectual property rights could result in the loss of valuable technologies. We rely primarily on patents, trademarks, trade secrets, copyrights and contractual restrictions to protect our intellectual property. Our existing provisional patents and future patents could be challenged, invalidated, circumvented or rendered unenforceable. Our pending patent applications may not result in issued patents, or if patents are issued to us, such patents may not be sufficient to provide meaningful protection against competitors or against competitive technologies.

~~Our~~We ~~failure~~also torely ~~protect~~upon ~~our~~unpatented ~~intellectual~~proprietary ~~property~~manufacturing expertise, ~~rights~~continuing ~~may~~technological innovation and other trade secrets to ~~undermine~~develop and maintain our competitive position. While we generally enter into confidentiality agreements with our associates and ~~litigation~~third parties to protect our ~~intellectual~~ intellectual property, ~~rights~~such confidentiality agreements are limited in duration and could be breached and may not provide meaningful protection for our trade secrets or ~~defend~~proprietary ~~against~~manufacturing ~~third-party~~expertise. ~~allegations~~Adequate remedies may not be available in the event of ~~infringement~~unauthorized use or disclosure of our trade secrets and manufacturing expertise. In addition, others may obtain knowledge of our trade secrets through independent development or legal means. The failure of our patents or confidentiality agreements to protect our processes, equipment, technology, trade secrets and proprietary manufacturing expertise, methods and compounds could have a material adverse effect on our business. In addition, effective patent, trademark, copyright and trade secret protection may be ~~costly~~unavailable or limited in some foreign countries, especially any developing countries into which we may expand our operations. In some countries we have not applied for patent, trademark or copyright protection.

~~Protection~~Third ofparties may infringe or misappropriate our proprietary technologies ~~processes~~or other intellectual property rights, ~~methods~~which ~~and~~could ~~other technology~~have isa ~~critical~~material adverse toeffect on our business., ~~Failure~~financial tocondition ~~protect~~ and ~~monitor~~operating ~~the~~results. Policing unauthorized use of ~~our~~proprietary ~~existing~~technology ~~intellectual~~can be difficult and expensive. Also, litigation may be necessary to enforce our intellectual property rights, ~~could~~protect ~~result~~our intrade secrets or determine the ~~loss~~validity ofand scope ~~valuable~~of ~~technologies~~the proprietary rights of others. We ~~rely~~cannot ~~primarily~~assure onyou ~~patents,~~that ~~trademarks,~~the ~~trade~~outcome ~~secrets,~~of ~~copyrights~~such ~~and~~potential ~~contractual~~litigation ~~restrictions~~will tobe ~~protect~~in our ~~intellectual property~~favor. Such litigation may be costly ~~Our~~and ~~existing~~may ~~provisional~~divert ~~patents~~management attention and ~~future~~other ~~patents~~resources ~~could~~away befrom ~~challenged,~~our business. ~~invalidated,~~An ~~circumvented~~adverse ordetermination ~~rendered~~in ~~unenforceable.~~any ~~Our~~such ~~pending~~litigation ~~patent~~may impair our intellectual ~~applications~~property rights and may ~~not~~harm ~~result~~our inbusiness, ~~issued~~prospects ~~patents~~and reputation. In addition, orwe ifhave ~~patents~~no ~~are~~insurance ~~issued~~coverage toagainst ~~us,~~litigation costs and would have ~~such~~to ~~patents~~bear ~~may~~all ~~not~~costs bearising ~~sufficient~~from such litigation to ~~provide~~the ~~meaningful~~extent ~~protection~~we ~~against~~are unable to ~~competitors~~recover orthem ~~against~~from ~~competitive~~other ~~technologies~~parties.

We ~~also~~have ~~rely~~yet ~~upon~~to ~~unpatented~~attain ~~proprietary~~profitable ~~manufacturing expertise,~~operations ~~continuing technological innovation~~ and ~~other trade secrets to develop and maintain our competitive position. While~~ we ~~generally~~will ~~enter into~~need ~~confidentiality~~additional ~~agreements~~financing ~~with our associates and third parties~~ to ~~protect~~fund ~~our intellectual~~continued property, such confidentiality agreements are limited in duration and could be breached and may not provide meaningful protection for our trade secrets or proprietary manufacturing expertise. Adequate remedies may not be available in the event of unauthorized use or disclosure of our trade secrets and manufacturing expertise. In addition, others may obtain knowledge of our trade secrets through independent development ~~or legal means. The failure~~ of ~~our patents~~solar orenergy confidentiality agreements to protect our processes, equipment, technology, trade secrets and proprietary manufacturing expertise, methods and compounds could have a material adverse effect on our businessproducts. ~~In addition,~~ effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some foreign countries, especially any developing countries into which we may expand our operations. In some countries we have not applied for patent, trademark or copyright protection.

~~Third~~We ~~parties~~have ~~may~~incurred ~~infringe~~a ornet ~~misappropriate~~loss ~~our~~of ~~proprietary technologies~~$9,190,482 orfor ~~other~~the ~~intellectual~~period ~~property~~from inception ~~rights~~to December 31, ~~which~~2011, ~~could~~and have aearned ~~material adverse~~no ~~effect~~revenues onto ~~our~~date. ~~business,~~We ~~financial~~expect to ~~condition~~spend ~~and~~additional ~~operating~~capital ~~results. Policing~~in ~~unauthorized~~order ~~use~~produce ofand ~~proprietary~~market ~~technology~~solar ~~can~~energy ~~be difficult and~~products ~~expensive.~~which ~~Also,~~we ~~litigation~~are ~~may~~licensed beto ~~necessary~~do, toand ~~enforce~~establish our ~~intellectual~~infrastructure and organization ~~property~~to ~~rights,~~support ~~protect~~anticipated ~~our~~operations. ~~trade~~We ~~secrets~~cannot orbe ~~determine~~certain ~~the~~whether ~~validity~~we ~~and~~will ~~scope~~ever ofearn ~~the~~a ~~proprietary~~significant ~~rights~~amount of ~~others.~~revenues Weor ~~cannot~~profit, ~~assure~~or, ~~you~~if we do, that ~~the~~we ~~outcome~~will ofbe ~~such~~able ~~potential~~to ~~litigation~~continue ~~will~~earning besuch inrevenues ~~our~~or ~~favor~~profit. ~~Such~~Also, ~~litigation~~any ~~may~~economic ~~be costly~~weakness ~~and~~ may ~~divert~~limit ~~management~~our ~~attention~~ability ~~and~~to ~~other~~continue ~~resources~~development ~~away~~and ~~from~~ultimately market our ~~business.~~products Anand ~~adverse~~services. ~~determination~~Any inof ~~any~~these ~~such~~factors ~~litigation~~could ~~may~~cause ~~impair~~ our ~~intellectual property~~stock ~~rights~~price to decline and result ~~may~~in ~~harm~~investors ~~our~~losing ~~business,~~a ~~prospects~~portion ~~and~~or ~~reputation.~~all ~~In addition,~~of wetheir ~~have~~investment. noThese ~~insurance~~factors raise ~~coverage~~substantial ~~against~~doubt ~~litigation~~that ~~costs~~we ~~and~~will ~~would~~be ~~have~~ able to ~~bear~~continue ~~all~~as ~~costs~~a ~~arising~~going ~~from~~concern. ~~such~~We have ~~litigation~~cash toin the ~~extent~~amount weof ~~are~~$14,322 ~~unable~~as ~~to recover~~at ~~them~~December ~~from~~31, ~~other parties~~2011.

We do not believe that we have ~~yet~~obtained sufficient financing to fund ~~attain~~our ~~profitable~~anticipated ~~operations~~expenditures ~~and~~for the next twelve months. There is no assurance that we will ~~need additional~~be able to obtain financing to ~~fund~~continue ~~continued~~our development and marketing of ~~solar~~our ~~energy~~NGDTM ~~products~~Technology.

We have incurred a net loss of $7,955,132 for the period from inception to September 30, 2011, and have earned no revenues to date. We expect to spend additional capital in order produce and market solar energy products which we are licensed to do, and establish our infrastructure and organization to support anticipated operations. We cannot be certain whether we will ever earn a significant amount of revenues or profit, or, if we do, that we will be able to continue earning such revenues or profit. Also, any economic weakness may limit our ability to continue development and ultimately market our products and services. Any of these factors could cause our stock price to decline and result in investors losing a portion or all of their investment. These factors raise substantial doubt that we will be able to continue as a going concern. We have cash in the amount of $879,946 as at September 30, 2011.13

13Our financial statements included with this Quarterly Report have been prepared assuming that we will continue as a going concern. If we are not able to earn revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected. These factors raise substantial doubt that we will be able to continue as a going concern and adversely affect our ability to obtain additional financing.

WeOur ~~believe~~short ~~that~~operating wehistory ~~have~~makes ~~obtained~~our ~~sufficient~~business ~~financing~~difficult to ~~fund~~ ~~our~~evaluate, ~~anticipated expenditures for the next four months. However~~accordingly, ~~business activities~~we ~~beyond~~have ~~the~~a ~~next~~limited ~~four~~operating ~~months~~history ~~will~~upon ~~require~~which ~~additional~~to ~~funding~~base ~~in the~~an ~~event~~evaluation ~~that~~of our ~~cash~~business onand ~~hand is insufficient for any additional work proposed~~prospects.

Our ~~financial~~business ~~statements~~is ~~included~~in ~~with~~the ~~this~~early ~~Quarterly~~stage ~~Report have~~of ~~been~~development ~~prepared~~and ~~assuming that~~ we ~~will continue as a going concern. If we are~~have not ~~able~~generated toany ~~earn~~ revenues, ~~then~~or weprofit ~~may~~to ~~not~~date. beWe ~~able~~commenced toour ~~continue~~operations asin April, a2004. ~~going concern~~Because ~~and~~of our ~~financial~~limited ~~condition~~operating ~~and~~history, ~~business~~investors ~~prospects~~may ~~will~~not ~~be adversely~~have ~~affected.~~adequate ~~These~~information ~~factors~~on ~~raise~~which ~~substantial~~they ~~doubt~~can ~~that~~base wean ~~will~~evaluation beof ~~able~~our tobusiness ~~continue~~and asprospects. aTo ~~going~~date, ~~concern~~we ~~and~~have ~~adversely~~done ~~affect~~the ~~our~~following: ~~ability to obtain additional financing.~~

~~Our~~1. ~~short~~Completed ~~operating~~organizational ~~history~~activities; ~~makes~~2. ~~our~~Developed a business ~~difficult~~plan; ~~to evaluate,~~3. ~~accordingly,~~Obtained weinterim ~~have~~funding; a4. ~~limited~~Engaged ~~operating~~consultants ~~history~~for ~~upon~~professional ~~which~~services; toand ~~base~~5. ~~an evaluation~~Acquired ofNGD™ ~~our business and prospects~~Technology.

~~Our~~In ~~business~~order isto inestablish ~~the~~ourselves ~~early~~as ~~stage~~a oftechnology ~~development~~supplier, we are dependent upon continued funding and wethe ~~have not~~successful ~~generated~~development ~~any~~of ~~revenues~~the orNGD™ Technology ~~profit~~and products. Failure to ~~date.~~obtain Wefunding ~~commenced~~for ~~our~~continued ~~operations~~development inand ~~April,~~marketing ~~2004.~~would ~~Because~~result ofin us having difficulty establishing licensing agreements for our ~~limited~~technology ~~operating~~or ~~history,~~achieving ~~investors~~profitability. ~~may~~Investors ~~not~~should ~~have~~be aware of the ~~adequate~~increased ~~information~~risks, onuncertainties, ~~which~~difficulties ~~they~~and ~~can~~expenses ~~base~~we anface ~~evaluation~~as ofa development stage company and our business ~~and prospects.~~may Tofail ~~date,~~and weinvestors ~~have~~may ~~done~~lose ~~the~~their entire ~~following:~~investment.

1.We ~~Completed~~have ~~organizational~~a ~~activities;~~limited 2.operating ~~Developed~~history aupon which to base an evaluation of our business ~~plan;~~and 3prospects. ~~Obtained~~Our ~~interim~~business ~~funding;~~and 4prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as renewable energy. ~~Engaged~~These risks ~~consultants~~include the initial completion of a developed product, the demand for ~~professional~~the company’s ~~services;~~product, the company’s ability to adapt to rapid technological change, the level of product and 5.price ~~Acquired~~competition, ~~NGD™~~the ~~Technology~~company’s success in setting up and expanding distribution channels and whether the company can develop and market new products and control costs.

InTo ~~order~~address tothese ~~establish~~risks, ~~ourselves~~we asmust asuccessfully ~~technology~~implement ~~supplier, we~~our ~~are~~business ~~dependent~~plan ~~upon~~and ~~continued~~marketing ~~funding~~strategies. ~~and~~We ~~the~~may ~~successful~~not ~~development~~successfully ofimplement ~~the~~all ~~NGD™~~or ~~Technology~~any ~~and~~of ~~products.~~our ~~Failure~~business tostrategies ~~obtain~~or ~~funding~~successfully ~~for~~address ~~continued~~the ~~development~~risks and ~~marketing~~uncertainties ~~would~~that ~~result~~we inencounter. usWe ~~having~~have ~~difficulty~~no ~~establishing~~history ~~licensing~~of ~~agreements for~~earning ~~our~~revenues ~~technology~~and there oris ~~achieving~~no ~~profitability.~~assurance ~~Investors~~that ~~should~~we will be ~~aware~~able ofto ~~the increased~~generate ~~risks,~~revenues ~~uncertainties,~~from ~~difficulties~~sales ~~and expenses we face as a~~or ~~development~~that ~~stage~~the ~~company~~revenues ~~and~~generated ~~our~~will ~~business~~exceed ~~may~~the ~~fail~~operating ~~and~~costs ~~investors~~of ~~may~~our ~~lose their entire investment~~business.

WeOperating ~~have~~results aare ~~limited~~difficult ~~operating history upon which~~ to ~~base an evaluation of our business and prospects. Our business and prospects must be considered in light of the risks~~predict, ~~expenses~~with ~~and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as renewable energy. These risks include~~ the ~~initial completion of a developed product, the demand for the~~result ~~company’s~~that ~~product,~~we ~~the~~may ~~company’s~~not ~~ability~~achieve toprofitability ~~adapt to rapid technological change, the level of product~~ and ~~price~~our ~~competition,~~business ~~the~~may ~~company’s success in setting up and expanding distribution channels and whether the company can develop and market new products and control costs~~fail.

ToOur ~~address~~future ~~these~~financial ~~risks,~~results weare ~~must~~uncertain ~~successfully~~due ~~implement~~to ~~our business~~a ~~plan~~number ~~and marketing strategies. We may not successfully implement all or any~~ of ~~our business strategies or successfully address the risks and~~ ~~uncertainties~~factors, ~~that~~many ~~we encounter. We have no history~~ of ~~earning~~which ~~revenues~~are ~~and there~~outside isour nocontrol. ~~assurance~~These ~~that~~factors weinclude: ~~will be able to generate revenues from sales or that the revenues generated will exceed the operating costs of our business.~~

~~Operating~~1. ~~results~~Our ~~are~~ability ~~difficult~~to successfully license our technology to ~~predict,~~OEM’s ~~with~~and the ~~result that~~ability weof ~~may~~licensees ~~not~~to ~~achieve~~attract ~~profitability~~customers; 2. Our ability to generate revenue through the licensing of the NGD™ Technology; 3. The amount and timing of costs relating to expansion of our ~~business~~operations; ~~may~~4. ~~fail~~The announcement or introduction of competing distributors and products of competitors; and 5. General economic conditions and economic conditions specific to the solar power generation.

~~Our~~We ~~future~~believe ~~financial~~that ~~results~~we ~~are~~can ~~uncertain~~compete ~~due~~favorably toon athese ~~number of~~ factors. However, ~~many~~we ofwill ~~which~~have ~~are~~no ~~outside~~control over how successful our ~~control~~competitors are in addressing these factors. These factors ~~include:~~could negatively impact on our financial results, with the result that we may not achieve profitability and our business may fail.

1. Our ability to successfully license our technology to OEM’s and the ability of licensees to attract customers; 2. Our ability to generate revenue through the licensing of the NGD™ Technology; 3. The amount and timing of costs relating to expansion of our operations; 4. The announcement or introduction of competing distributors and products of competitors; and 5. General economic conditions and economic conditions specific to the solar power generation.14

14We will require additional financing and may not be able to continue operations if additional financing is not obtained.

WeAs ~~believe~~of ~~that~~December 31, 2011, we ~~can~~had ~~compete~~cash ~~favorably~~in onthe ~~these~~amount ~~factors~~of $14,322. ~~However~~Our total expenditures over the next twelve months are anticipated to be approximately $2,000,000, wethe ~~will~~majority ~~have~~of nowhich ~~control~~is ~~over~~due ~~how~~to ~~successful~~the development and marketing of our ~~competitors~~products ~~are~~and ingeneral, legal, accounting and administrative ~~addressing~~expenses ~~these~~associated ~~factors.~~with ~~These~~our ~~factors~~reporting ~~could~~obligations ~~negatively~~under ~~impact~~the Exchange Act. Depending on the success of our ~~financial results,~~initial ~~with~~marketing ~~the~~efforts, ~~result~~we estimate that we will ~~may~~require ~~not~~further ~~achieve~~funding ~~profitability~~to ~~and~~implement ~~our~~an ~~business~~advertising campaign to establish ~~may~~and ~~fail~~enhance awareness of our products.

WeThe accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 of our June 30, 2011 year end audited financial statements, we are in the development stage of operations, have had losses from operations since inception, and have insufficient working capital available to meet ongoing financial obligations over the next fiscal year. After the fiscal year end, we will require additional financing ~~and~~for ~~may~~any ~~not~~operational beexpenses ~~able~~and to pursue our plan of operation. We will require additional capital and financing in order to continue ~~operations~~otherwise ifour business will fail. We have no agreements for additional financing isand ~~not~~there ~~obtained~~can be no assurance that additional funding will be available to us on acceptable terms in order to enable us to complete our plan of operation.

AsWe ofwill ~~September~~depend ~~30,~~on ~~2011,~~recruiting weand ~~had~~retaining ~~cash in the amount of~~qualified ~~$879,946.~~personnel ~~Our total expenditures over the next twelve months are anticipated to be approximately $12,600,000, the majority of which is due to the development~~ and ~~marketing of our products and general, legal, accounting and administrative expenses associated with our reporting obligations under~~ the ~~Exchange~~inability ~~Act. Depending on the success of our initial marketing efforts, we estimate that we will require further funding~~ to ~~implement~~do anso ~~advertising~~would ~~campaign~~seriously toharm ~~establish and enhance awareness of~~ our ~~products~~business.

~~The~~Our ~~accompanying~~success ~~financial~~is ~~statements~~dependent ~~have~~in ~~been~~part ~~prepared~~on the services of certain key ~~assuming~~management ~~that~~personnel, weincluding ~~will~~Steven ~~continue~~Pleging, asour aChairman, ~~going~~Chief ~~concern~~Executive Officer and President, Daryl J. AsEhrmantraut, ~~discussed~~our inChief ~~Note~~Operating 1Officer, ofDr. Andras Pattantyus-Abraham, our ~~September~~ 30Chief Technology Officer, ~~2011~~Graham ~~interim~~R. ~~financial~~Hughes, ~~statements~~our Chief Financial Officer, weSecretary ~~are~~and inTreasurer, ~~the~~and ~~development~~Stella ~~stage~~Guo, our Vice President of ~~operations,~~Corporate ~~have~~Development. ~~had~~We ~~losses~~have ~~from~~an ~~operations~~employment ~~since~~agreement ~~inception~~with Mr. Ehrmantraut, Mr. Pleging and Ms. Guo. We do not have employment agreements with ~~insufficient~~Mr. ~~working~~Hughes ~~capital~~or ~~available~~Dr. toPattantyus-Abraham. ~~meet~~We ~~ongoing~~do ~~financial~~not ~~obligations~~have any employment agreements ~~over~~with ~~the~~any ~~next~~third ~~twelve~~parties ~~months~~providing services to us. WeThe ~~will~~experience ~~require~~of ~~additional~~these individuals ~~capital~~is an important factor contributing to our success and ~~financing~~growth inand ~~order~~the toloss ~~continue~~of ~~otherwise~~one ~~our~~or ~~business~~more ~~will~~of ~~fail.~~these Weindividuals could have noa ~~agreements~~material ~~for~~adverse ~~additional~~effect ~~financing~~on ~~and~~our ~~there~~company. ~~can~~Our befuture nosuccess ~~assurance~~also ~~that~~depends ~~additional~~on ~~funding~~our ~~will~~attracting, beretaining ~~available~~and tomotivating ushighly onskilled ~~acceptable~~personnel ~~terms~~and inwe ~~order~~may be unable to ~~enable~~retain our uskey topersonnel ~~complete~~or ~~our~~attract, assimilate or retain other highly qualified ~~plan~~personnel ofin ~~operation.~~the future.

We ~~will~~may ~~depend~~also onexperience ~~recruiting~~difficulty in hiring and retaining highly ~~qualified~~skilled consultants with appropriate qualifications. We are materially ~~personnel~~dependent ~~and~~on our financial consultant. If we are unable to retain the ~~inability~~services of this consultant, or if we are unable to doattract soa ~~would~~qualified ~~seriously~~employee ~~harm~~or financial consultant, we may be unable to prepare financial statements, which could cause our business to fail. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts.

Our success is dependent in part on the services of certain key management personnel, including Steven Pleging, our Chairman, Chief Executive Officer and President, Daryl J. Ehrmantraut, our Chief Operating Officer, Dr. Andras Pattantyus-Abraham, our Chief Technology Officer, Graham R. Hughes, our Chief Financial Officer, Secretary and Treasurer, and Stella Guo, our Vice President of Corporate Development. We ~~have~~may anbecome ~~employment~~liable ~~agreement~~for ~~with~~defects ~~Mr. Ehrmantraut, Mr. Pleging and Ms. Guo. We do not have employment agreements with Mr. Hughes~~ or ~~Dr.~~patent ~~Pattantyus-Abraham.~~disputes ~~We do not have any employment agreements~~that ~~with~~arise ~~any third parties providing services to us. The experience of these individuals is an important factor contributing to our success~~ and ~~growth~~this ~~and the loss of one or more of these individuals~~ could ~~have~~negatively aaffect ~~material adverse effect on~~ our ~~company~~business. Our future success also depends on our attracting, retaining and motivating highly skilled personnel and we may be unable to retain our key personnel or attract, assimilate or retain other highly qualified personnel in the future.

We may become liable for any defects that exist in the NGD™ Technology, or any patent disputes. ~~that~~If we are deemed to be liable for any ~~arise~~defects ~~and~~or licensing issues, this ~~could~~will ~~negatively~~have ~~affect~~a material adverse impact on our financial ~~business~~condition and results of operation.

WeBecause ~~may become liable for any defects that exist in the NGD™ Technology, or any patent disputes. If~~ we are ~~deemed~~significantly tosmaller beand ~~liable~~less ~~for~~established ~~any~~we ~~defects~~may orlack ~~licensing~~the ~~issues,~~financial ~~this~~resources ~~will~~necessary ~~have~~to acompete ~~material~~effectively ~~adverse impact on our financial condition~~ and ~~results of operation~~sustain profitability.

~~Because~~Our wefuture ~~are~~success ~~significantly~~depends ~~smaller~~on ~~and~~our ~~less~~ability to compete effectively with other distributors of other solar technology. Many of these competitors are more established, weoffer more products, services and features, ~~may~~have ~~lack~~a ~~the~~greater number of clients, locations, and employees, and also have significantly greater financial, technical, marketing, public relations, name recognition, and other resources ~~necessary~~than we have. While our objective is to continue to develop our technology, if we do not compete effectively with current and ~~sustain~~future competitors, we may not generate enough revenue to be ~~profitability~~profitable. Any of these factors could cause our stock price to decline and result in investors losing a portion or all of their investment. Increased competition may result in increased operating costs and the inability to generate revenues, any one of which could materially adversely affect our business, results of operations and financial condition. Many of our current and

Our future success depends on our ability to compete effectively with other distributors of other solar technology. Many of these competitors are more established, offer more products, services and features, have a greater number of clients, locations, and employees, and also have significantly greater financial, technical, marketing, public relations, name recognition, and other resources than we have. While our objective is to continue to develop our technology, if we do not compete effectively with current and future competitors, we may not generate enough revenue to be profitable. Any of these factors could cause our stock price to decline and result in investors losing a portion or all of their investment. Increased competition may result in increased operating costs and the inability to generate revenues, any one of which could materially adversely affect our business, results of operations and financial condition. Many of our current and potential competitors have significantly greater financial, marketing, customer support, technical and other resources than us. As a result, such competitors may be able to attract potential customers away from us, and they may be able to devote greater resources to the development and promotion of their products than we can. 15

15potential competitors have significantly greater financial, marketing, customer support, technical and other resources than us. As a result, such competitors may be able to attract potential customers away from us, and they may be able to devote greater resources to the development and promotion of their products than we can.

We do not intend to pay dividends in the near future.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future. Our board of directors determines whether to pay dividends on our issued and outstanding shares. The declaration of dividends will depend upon our future earnings, our capital requirements, our financial condition and other relevant factors. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.	We would not be able to pay our debts as they become due in the usual course of business; or
2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

Our board does not intend to declare any dividends on our shares for the foreseeable future.

Our business is exposed to foreign currency fluctuations causing negative changes in exchange rates to result in greater costs.

A portion of our expenses and capital spending will be transacted in Canadian dollars. We do not have a foreign currency hedging program in place. Due to the unpredictable behavior of foreign currency exchange rate fluctuations we cannot assure that this will not have a material adverse impact on our financial condition and results of operation.

Because our stock is a penny stock, stockholders will be ~~more~~ more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1. contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; 2. contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; 3. contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; 4. contains a toll-free telephone number for inquiries on disciplinary actions; 5. defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and ~~6. contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.~~

~~The~~6. ~~broker-dealer~~contains also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such ~~bid and ask prices apply, or~~ other ~~comparable~~ information ~~relating to the depth~~ and ~~liquidity~~ ofis ~~the~~in ~~market for~~ such ~~stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition~~form, ~~the~~including ~~penny stock rules require that~~language, ~~prior to a transaction in a penny stock not otherwise exempt from those rules~~type, ~~the~~size ~~broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser~~ and ~~receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement~~format, aas ~~written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have~~ the ~~effect~~SEC ofshall ~~reducing~~require ~~the~~by ~~trading activity~~rule inor ~~the secondary market for our stock~~regulation.

~~ITEM~~The 2broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. ~~UNREGISTERED~~In addition, ~~SALES~~the OFpenny ~~EQUITY~~stock ~~SECURITIES~~rules ~~AND~~require ~~USE~~that, OFprior ~~PROCEEDS~~to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

OnITEM August 10, 2011, as part consideration for services rendered in accordance with the terms of a business consulting agreement between Caisey Harlingten and us dated April 19, 2010, we issued 60,000 shares of our common stock to Mr2. ~~Harlingten.~~UNREGISTERED ~~The~~SALES ~~shares~~OF ~~were~~EQUITY ~~issued~~SECURITIES toAND ~~Mr.~~USE ~~Harlingten~~OF ~~pursuant to Regulation S under the Act~~PROCEEDS. ~~Mr. Harlingten represented that he is not a “U.S. Person” as defined under Regulation S and not acquiring the shares for the account or benefit of a U.S. Person.~~

~~ITEM~~On 3November 22, 2011, we issued 30,000 shares of our common stock to a consultant, pursuant to the terms of a business consulting agreement between the Company and the consultant dated April 19, 2010. ~~DEFAULTS~~These ~~UPON~~shares ~~SENIOR~~were issued ~~SECURITIES~~in reliance on Regulation S of the Securities Act. The consultant represented that he was not a “U.S. Person” as defined under Regulation S of the Securities Act and not acquiring the shares for the account or benefit of a U.S. Person.

~~None~~On December 7, 2011, we issued 400,000 units (each a “Unit”) at a price of $0.25 US per Unit pursuant to Regulation S of the Securities Act to one subscriber. Each Unit consisted of one share of our common stock and one share purchase warrant, with each warrant entitling the subscriber to purchase an additional share of our common stock for a one year period following the date of issuance at an exercise price equal to $0.30 US per share. The subscriber represented that it was not a "U.S. Person" as defined under Regulation S of the Act and not acquiring the shares for the account or benefit of a U.S. Person.

ITEM 53. ~~OTHER~~DEFAULTS ~~INFORMATION~~UPON SENIOR SECURITIES.

~~Release~~None. ~~Agreement~~

OnITEM ~~October~~ 5~~, 2011, we entered into a release agreement (the “Release Agreement”) with Quorum Capital Corporation (“QCC”)~~. ~~Under~~OTHER the terms of the Release Agreement, each party mutually agreed to release the other party from their obligations under a consulting agreement dated July 8, 2011 whereby QCC was retained by us to provide consulting servicesINFORMATION. ~~In consideration of the release, we paid QCC $25,000 and QCC surrendered the stock options issued to them under the consulting agreement for termination.~~

17None.

~~ITEM 6. EXHIBITS.~~17

~~The~~ITEM ~~following exhibits are either provided with this Quarterly Report or are incorporated herein by reference~~6. EXHIBITS.

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.(1)
3.2	Certificate of Change Pursuant to NRS 78.209 increasing the issued and authorized capital of common stock to 350,000,000 shares, par value $0.001 per share.(3)
3.3	Certificate of Change Pursuant to NRS 78.209 increasing the issued and authorized capital of common stock to 400,000,000 shares, par value $0.001 per share.(3)
3.4	Certificate of Amendment to Articles of Incorporation.(3)
3.5	Certificate of Amendment to Articles of Incorporation.(3)
3.6	Bylaws, as amended.(1)
10.1	Technology Acquisition Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated December 16, 2009.(3)
10.2	CEO Employment Agreement between Quantum and Daryl J. Ehrmantraut dated January 1, 2010.(4)
10.3	Investor relations Consulting Services Contract between Quantum and Green Street Capital Partners, LLC dated January 6, 2010. (2)
10.4	Office Space Lease Agreement between Quantum and Santa Fe Business Incubator, Inc. dated January 19, 2010. (2)
10.5	Revolving Line of Credit Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated February 20, 2010.(3)
10.6	Consulting Agreement between Quantum and Caisey Harlingten dated April 19, 2010. (4)
10.7	Office Space Lease Agreement between Quantum and Santa Fe Business Incubator, Inc. dated July 27, 2010. (4)
10.8	Office Space Lease Agreement between Quantum and Guinness Business Center Ltd. dated June 21, 2010 and Addendum dated August 17, 2010. (4)
10.9	Finder’s Fee Agreement between Quantum and 1536476 Alberta Ltd. dated for reference August 30, 2010. (4)
10.10	Investor Relations Consulting Agreement between Quantum and Teatyn Enterprises Inc. dated for reference January 15, 2011.(5)
10.11	2011 Stock Incentive Plan.(6)
10.12	Task Order Agreement between Quantum and SgurrEnergy Ltd. dated April 28, 2011.(7)
10.13	Investor Relations Consulting Agreement between Quantum and John Thornton dated for reference March 1, 2011(8)
10.14	Public Relations Agreement dated June 21, 2011 between the Company and Vorticom Inc.(9)
10.15	Consulting Agreement dated July 18, 2011 between the Company and Advantag Aktiengesellschaft.(10)
10.16	English translation of the Consulting Agreement dated July 18, 2011 between the Company and Advantag Aktiengesellschaft.(10)
10.17	Consulting Agreement dated for reference July 8, 2011 between the Company and Quorum Capital Corporation.(11)
10.18	Executive Services Agreement dated for reference August 8, 2011 between the Company, Team Solar BV and Steven Pleging(12)

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

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.⁽¹⁾
3.2	Certificate of Change Pursuant to NRS 78.209 increasing the issued and authorized capital of common stock to 350,000,000 shares, par value $0.001 per share.⁽³⁾
3.3	Certificate of Change Pursuant to NRS 78.209 increasing the issued and authorized capital of common stock to 400,000,000 shares, par value $0.001 per share.⁽³⁾
3.4	Certificate of Amendment to Articles of Incorporation.⁽³⁾
3.5	Certificate of Amendment to Articles of Incorporation.⁽³⁾
3.6	Bylaws, as amended.⁽¹⁾
10.1	Technology Acquisition Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated December 16, 2009.⁽³⁾
10.2	CEO Employment Agreement between Quantum and Daryl J. Ehrmantraut dated January 1, 2010.⁽⁴⁾
10.3	Investor relations Consulting Services Contract between Quantum and Green Street Capital Partners, LLC dated January 6, 2010. ⁽²⁾
10.4	Office Space Lease Agreement between Quantum and Santa Fe Business Incubator, Inc. dated January 19, 2010. ⁽²⁾
10.5	Revolving Line of Credit Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated February 20, 2010.⁽³⁾
10.6	Consulting Agreement between Quantum and Caisey Harlingten dated April 19, 2010. ⁽⁴⁾
10.7	Office Space Lease Agreement between Quantum and Santa Fe Business Incubator, Inc. dated July 27, 2010. ⁽⁴⁾
10.8	Office Space Lease Agreement between Quantum and Guinness Business Center Ltd. dated June 21, 2010 and Addendum dated August 17, 2010. ⁽⁴⁾
10.9	Finder’s Fee Agreement between Quantum and 1536476 Alberta Ltd. dated for reference August 30, 2010. ⁽⁴⁾
10.10	Investor Relations Consulting Agreement between Quantum and Teatyn Enterprises Inc. dated for reference January 15, 2011.⁽⁵⁾
10.11	2011 Stock Incentive Plan.⁽⁶⁾
10.12	Task Order Agreement between Quantum and SgurrEnergy Ltd. dated April 28, 2011.⁽⁷⁾
10.13	Investor Relations Consulting Agreement between Quantum and John Thornton dated for reference March 1, 2011⁽⁸⁾
10.14	Public Relations Agreement dated June 21, 2011 between the Company and Vorticom Inc.⁽⁹⁾
10.15	Consulting Agreement dated July 18, 2011 between the Company and Advantag Aktiengesellschaft.⁽¹⁰⁾
10.16	English translation of the Consulting Agreement dated July 18, 2011 between the Company and Advantag Aktiengesellschaft.⁽¹⁰⁾
10.17	Consulting Agreement dated for reference July 8, 2011 between the Company and Quorum Capital Corporation.⁽¹¹⁾
10.18	Executive Services Agreement dated for reference August 8, 2011 between the Company, Team Solar BV and Steven Pleging⁽¹²⁾

Exhibit
Number	Description of Exhibits
10.19	Employment Agreement dated effective September 1, 2011 between the Company and Stella Guo.(3)
10.20	Release Agreement dated October 5, 2011, between the Company and Quorum Capital Corporation.
14.1	Code of Ethics.(3)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Audit Committee Charter.(3)
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

(1)	Previously filed as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on September 21, 2004.
Exhibit
(2)	Previously filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended December 31, 2009 filed with the SEC on February 17, 2010.
Number	Description of Exhibits
(3)	Previously filed as an exhibit to our Quarterly Report of Form 10-Q for the period ended March 31, 2010 filed with the SEC on May 17, 2010.
10.19	Employment Agreement dated effective September 1, 2011 between the Company and Stella Guo.(3)
(4)	Previously filed as an exhibit to our Annual Report on Form 10-K for the year ended June 30, 2010 filed with the SEC on September 13, 2010.
10.20	Release Agreement dated October 5, 2011 between the Company and Quorum Capital Corporation.
(5)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 3, 2011.
10.21	Investor Relations Consulting Agreement dated December 1, 2011 between the Company and Pristine Capital Corp.(14)
(6)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 4, 2011.
10.22	Consulting Agreement dated December 1, 2011 between the Company and Mirador Consulting LLC.(14)
(7)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 3, 2011.
14.1	Code of Ethics.(3)
(8)	Previously filed as an exhibit to our Quarterly Report of Form 10-Q for the period ended March 31, 2011 filed with the SEC on May 10, 2010.
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(9)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 27, 2011.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(10)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2011.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(11)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 11, 2011.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(12)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 1, 2011.
99.1	Audit Committee Charter.(3)
(13)	Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 13, 2011.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

(1)	Previously filed as an exhibit to our Registration Statement on Form S-1 originally filed with the SEC on September 21, 2004.
(2)	Previously filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended December 31, 2009 filed with the SEC on February 17, 2010.
(3)	Previously filed as an exhibit to our Quarterly Report of Form 10-Q for the period ended March 31, 2010 filed with the SEC on May 17, 2010.
(4)	Previously filed as an exhibit to our Annual Report on Form 10-K for the year ended June 30, 2010 filed with the SEC on September 13, 2010.
(5)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 3, 2011.
(6)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 4, 2011.
(7)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 3, 2011.
(8)	Previously filed as an exhibit to our Quarterly Report of Form 10-Q for the period ended March 31, 2011 filed with the SEC on May 10, 2010.
(9)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on June 27, 2011.
(10)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2011.
(11)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 11, 2011.
(12)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 1, 2011.
(13)	Previously filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on September 13, 2011.
(14)	Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 7, 2011.

~~SIGNATURES~~ 19

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

			QUANTUM SOLAR POWER CORP.
Dated:	November 4, 2011	By:	/s/ Steven Pleging
			STEVEN PLEGING
			Chief Executive Officer and President
			(Principal Executive Officer)
Dated:	November 4, 2011	By:	/s/ Graham R. Hughes
			GRAHAM R. HUGHES
			Chief Financial Officer, Secretary and Treasurer
			(Principal Accounting Officer)

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

			QUANTUM SOLAR POWER CORP.




Dated:	February 7, 2012	By:	/s/ Steven Pleging
			STEVEN PLEGING
			Chief Executive Officer and President
			(Principal Executive Officer)




Dated:	February 7, 2012	By:	/s/ Graham R. Hughes
			GRAHAM R. HUGHES
			Chief Financial Officer, Secretary and Treasurer
			(Principal Accounting Officer)

Filing Compare · QUANTUM SOLAR POWER CORP.