10-Q 1 sgls10q09302010.txt SGLS10Q09302010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D. C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM _________ TO _________. COMMISSION FILE NUMBER: 001-32528 SOLARGY SYSTEMS INC (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) NEVADA 20-4357915 (STATE OF OR OTHER JURISDICTION OF (IRS EMPLOYER I.D. NO.) INCORPORATION OR ORGANIZATION) 1717 N BAYSHORE DRIVE , MIAMI MIAMI FLORIDA 33312 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (305) 603-8702 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Check whether the registrant: (1) has filed all reports required to be filed by Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [ X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES [ ] NO [X] Indicate the number of shares outstanding of each of the issuer's classes of stock as of September 30, 2010. 570,529.714 COMMON SHARES Transitional Small Business Disclosure Format: YES ( ) NO (X) EXPLANATION THIS UNAUDITED AND NOT REVIEWED INTERIM STATEMENT IS PRESENTED FOR PRELIMINARY BASIC INFORMATION ONLY. THE INFORMATION CONTAINED HEREIN WILL BE REVISED AND CORRECTED IN DUE COURSE. THE FINANCIAL INFORMATION IS NOT INTENDED TO BE USED AS A BASIS FOR ANY INVESTMENT DECISION, BUT SIMPLY FOR INFORMATION ONLY. AUDITED AND REVIEWED STATEMENTS WILL BE PUBLISHED IN DUE COURSE. SOLARGY SYSTEMS INC. (FORMERLY KNOWN AS SBD INTERNATIONAL, INC. AND SUBSIDIARY) INDEX TO FORM 10-QSB PART I. FINANCIAL INFORMATION PAGE Item 1. Condensed Consolidated Financial Statements (unaudited) Condensed Consolidated Balance Sheet as of September 30, 2010 3 Condensed Consolidated Statements of Operations for the six and nine months ended September 30, 2010 AND 2009 4 Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2010 AND 2009 5 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (including cautionary statement) Item 3. Controls and Procedures PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Securities Holders Item 5. Other Information Item 6. Exhibits Signature Certification 2 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. SOLARGY SYSTEMS INC CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2010 (UNAUDITED) --------------------------------------------------------------------------------- --- --------------- ASSETS ------ CURRENT ASSETS: Cash $ 1,760 Trade receivables (over 120 days old) 73,322 Prepaid 4,750 --------------- Total current assets 79,832 FURNITURE AND EQUIPMENT (net of accumulated depreciation of $6,125) 2,389 DEPOSITS 17,470 NOTES RECEIVABLE 359,650 --------------- TOTAL ASSETS $ 459,341 --------------- LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- CURRENT LIABILITIES: Accounts payable $ 104,618 Due to related parties 293,459 Accrued payroll and other liabilities 360,648 --------------- Total current liabilities 758,725 LONG-TERM LIABILITIES Convertible note payable (net of unamortized discount of $348,361) 1,582,410 Derivative financial instruments and warrant liability 1,328,305 Accrued liabilities 41,187 --------------- Total liabilities 3,710,627 --------------- STOCKHOLDERS' DEFICIT: Convertible Preferred Stock, Series A, $0.001 par value 20,000,000 shares authorized and 0 shares issued and outstanding 0 Convertible Preferred Stock, Series B, $1.00 par value 20,000,000 shares authorized and 1.100,000 shares issued and outstanding 1,100,000 Common stock, $0.001 par value, 750,000,000 shares authorized, 570,529,714 shares issued and outstanding 570,530 Additional paid-in-capital 6,629,288 Retained deficit (11,594,172) --------------- Total stockholders' deficit (875,614) --------------- TOTAL $ 459,341 =============== ================================================================================= === =============== See notes to consolidated financial statements.

3 SOLARGY SYSTEMS INC (FORMERLY KNOWN AS SBD INTERNATIONAL, INC. AND SUBSIDIARY) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) --------------------------------------------- --- --------------- --- -------------- --- ----------------- --- ------------------ For the For the For the For the Nine months Nine months three months three months Ended Sept. Ended Sept. Ended Sept. Ended Sept. 30, 2010 30, 2009 30, 2010 30, 2009 --------------- -------------- ----------------- ------------------ REVENUES $ 24,502 $ 31,864 $ 8,869 $ 23,294 COST OF REVENUES (24,015) (28,507) (3,915) 19,740 --------- - --------------- ----------------- GROSS PROFIT 486 13,357 4,954 3,554 ------- ----- --------------- ----------------- OPERATING EXPENSES: Stock based employee and consultant compensation 618,000 856,170 11,000 784,502 General & Administrative 773,928 82,043 262,115 22,738 Marketing 11,502 4,127 5,912 2,300 --------------- -------------- ----------------- ------------------ Total operating expenses 1,403,400 942,340 279,027 809,540 --------------- -------------- ----------------- ------------------ LOSS FROM OPERATIONS (1,402,914) (928,983) (274,073) (805,986) OTHER EXPENSES: Derivative (income) expense 156,867 156,867 Interest expense (346,450) (44,742) (272,763) (44,742) --------------- -------------- ----------------- ------------------ NET LOSS $ (1,592,497) $ (973,725) $ (389,969) $ (850,728) =============== ============== ================= ================== LOSS PER COMMON SHARE - BASIC & DILUTED $ (0.01) $ (0.51) $ (0.00) $ (0.17) =============== ============== ================= ================== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED 570,529,714 570,529,714 570,529,714 570,529,714 =============== ============== ================= ================== --------------------------------------------- --- --------------- --- -------------- --- ----------------- --- ------------------ See notes to consolidated financial statements.

4 SOLARGY SYSTEMS INC (FORMERLY KNOWN AS SBD INTERNATIONAL, INC. AND SUBSIDIARY) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ---------------------------------------------------------------------- --- ----------------- -- ------------------ For the For the Nine months Nine months Ended September Ended September 30, 2010 30, 2009 ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss (1,592,497) (973,725) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9,227 4,752 Stock issued for employee and consultant compensation 0 150,000 Amortization of beneficial interest and change in derivative value 101,741 44,085 Changes in assets and liabilities, net: Accounts receivable (95,283) (51,698) Deposits (5,520) Accounts payable and other liabilities 346,046 58,249 Accrued and other liabilities 366,405 11,287 ----------------- ------------------ NET CASH USED IN OPERATING ACTIVITIES (105,066) (126,307 ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Investments (0) Purchases of furniture and equipment (0) (0) ----------------- ------------------ CASH USED IN INVESTING ACTIVITIES (0) (5,016) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Receipt of advances Proceeds from subscription receivable 0 Proceeds from sale of common stock 0 - Payment of Note 0 Loan from related party 0 - ----------------- ------------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 0 146,267 ----------------- ------------------ NET CHANGE IN CASH 0 14,944 CASH AT BEGINNING OF PERIOD 5,119 5,224 ----------------- ------------------ CASH AND RESTRICTED CASH AT END OF PERIOD $ 1,760 $ 20,168 ================= ================== See notes to consolidated financial statements.

5 SOLARGY SYSTEMS INC (FORMERLY KNOWN AS SBD INTERNATIONAL, INC. AND SUBSIDIARY) NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2010 AND 2009 NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION The condensed consolidated unaudited interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed consolidated unaudited financial statements and notes are presented as permitted on form 10-QSB and do not contain information included in the Company's annual consolidated statements and notes. Certain information and footnote disclosures normally included in the consolidated unaudited financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated unaudited financial statements be read in conjunction with the December 31, 2009 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these consolidated unaudited financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the company later in the year. Basis of Presentation Our accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and Exchange Commission (the "SEC"). Accordingly, these consolidated financial statements do not include all of the footnotes required by accounting principles generally accepted in the United States of America. In our opinion, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010. The accompanying consolidated financial statements and the notes thereto should be read in conjunction with our audited consolidated financial statements as of December 31, 2009 and for the years ended December 31, 2009 and 2004 contained in our Form 10-KSB. NOTE 2 - DUE TO RELATED PARTY The Company had outstanding debt of $55,826 to an officer/stockholder for expenses advanced on behalf of the Company at September 30, 2010. The Company also received cash advances from a shareholder. The outstanding debt to this shareholder was $360,648 at September 30, 2010. There are no specific repayment terms on either of these debts. NOTE 3 - MORTGAGE PAYABLE The mortgage the company had on the property at Chief land was retired in June of 2008. 6 SOLARGY SYSTEMS INC (FORMERLY KNOWN AS SBD INTERNATIONAL, INC. AND SUBSIDIARY) NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2010 AND 2009 NOTE 4 - PROVISION FOR INCOME TAXES Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company's assets and liabilities. Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company's consolidated tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. At September 30, 2010 the Company had deficits accumulated approximating $11,627,172 available to offset future taxable income through 2031. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. ` NOTE 5 - CONVERTIBLE NOTES PAYABLE, COMMON STOCK WARRANTS AND DERIVATIVE FINANCIAL INTRUMENTS At September 30, 2010, the convertible note payable is comprised of the following: 8% Callable Secured Convertible Term Notes totaling $1,400,000: due from September 27, 2009 $ 500,000, 200,000, 200,000, due Jan 2011 150,000 Less: unamortized discount related to closing costs and bifurcated embedded derivative instruments and freestanding warrants (348,361) CONVERTIBLE NOTE PAYABLE $ 151,639 On September 28, 2006, we issued a $500,000 8% Callable Secured Convertible Term Note, due September 27, 2009, unless sooner converted or called as discussed below and 5,000,000 Common Stock Purchase Warrants ("Warrants"), for aggregate consideration of $500,000 less $90,000 in closing costs. The Note, together with accrued and unpaid interest, is convertible at any time at the option of the holder into shares of our common stock at the lesser of i) $0.06 per share or ii) the average of the lowest 3 trading days during the last 20 trading days. Interest is paid quarterly but no interest is due for any month in which the trading price is greater than $.10 for each trading day of the month. The fixed conversion price is adjusted for stock splits, stock dividends, merger and similar events. The company is required to have authorized and reserved shares 2 times the number of shares that are actually issuable upon full conversion of the notes and warrants. 7 SOLARGY SYSTEMS INC NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2010 AND 2009 NOTE 5 - CONVERTIBLE NOTES PAYABLE, COMMON STOCK WARRANTS AND DERIVATIVE FINANCIAL INTRUMENTS (CONTINUED) The instruments are subject to a Registration Rights Agreement whereby we are required to file a registration statement with the Securities and Exchange Commission within 30 days of closing, registering the common stock underlying the secured convertible notes. The registration statement is to be effective within 120 days of funding (180 days in the event of SEC comments). We are required to maintain the effectiveness of the registration statement until all registered securities have been sold or until they may be sold without restriction under Rule 144(k). In the event that we fail to do so, we are obligated to pay, to the holders of the Note, damages of 2% of the face amount of the Notes per month. If an Event of Default, as defined in the Note, occurs and is continuing, the holders of the Note may declare the entire unpaid principal balance of the Note, together with all interest accrued, due and payable and the interest rate increases from 8% to 15%. In the event that we breach any representation or warranty in the Securities Purchase Agreement, we may be required to pay liquidated damages in shares or cash, at our election, equal to two percent of the outstanding principal amount of the secured convertible notes per month plus accrued and unpaid interest. The company has the option to redeem the note in cash, if the stock is trading below $.06 or greater than $3.50, by paying o 125% of the principal, interest and penalty outstanding for prepayments within 30 days of issue o 130% of the principal, interest and penalty outstanding for prepayments within 31 days of issue to 60 days or o 140% of the principal, interest and penalty outstanding for prepayments greater 61 days of issue o Plus an amount equal to the difference between the market price and $3.50, if the market price is greater than $3.50, times the number of shares that could have been converted. o The company has the option, if the market price is below $.06 for each trading day of the month, to prepay 104% of the outstanding principal divided by 36 plus one month's interest. o The Warrants, which are exercisable at any time had initial terms as follows: o 50,000,000 warrants, expiring September 28, 2013, at an exercise price of $0.10/share. The warrants require that, if we issue common stock or other securities convertible into common stock at a price per share lower than the market price, the exercise price of the warrants will be reduced to that lower price. Because the conversion price of the Note and the exercise price of the warrants will be lowered if we sell securities at a lower conversion or exercise price, the number of shares that we may have to issue on conversion of the Note or exercise of the warrants is not fixed or determinable. As a result, the Note is not considered to be "conventional convertible debt", as that term is used by EITF Issue 00-19. Accordingly, the embedded conversion option in the Note is subject to the requirements of EITF Issue 00-19. Because the number of shares we may have to issue is indeterminate, we are required by EITF Issue 00-19 to bifurcate the embedded conversion option of the Note and account for it, as well as the warrants, as derivative financial instrument liabilities. The derivative financial instrument liabilities are initially recorded at their fair value and are then adjusted to fair value at the end of each subsequent period, with any changes in the fair value charged or credited to income in the period of change. 8 SOLARGY SYSTEMS, INC (FORMERLY KNOWN AS SBD INTERNATIONAL, INC. AND SUBSIDIARY) NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2010 AND 2009 NOTE 5- CONVERTIBLE NOTES PAYABLE, COMMON STOCK WARRANTS AND DERIVATIVE FINANCIAL INTRUMENTS (CONTINUED) We use the Black-Scholes option pricing model to value the warrants, and the embedded conversion option component of the bifurcated embedded derivative instrument. In valuing these derivative instruments, both at inception and at each quarter end, we use the market price of our common stock on the date of valuation, an expected dividend yield of 0%, and the remaining period to the expiration date of the warrants or repayment date of the Note. Because of the limited historical trading period of our common stock and the change in the industry of the company, the expected volatility of our common stock over the remaining life of the warrants and the Note has been estimated at 19.3%, by comparison to the average volatility of companies considered by management as comparable. The risk-free rates of return used ranged from 4.60% to 4.62%, based on constant maturity rates published by the U.S. Federal Reserve, applicable to the remaining life of the warrants and the Note. The Note is being accreted using an effective interest method, to its redemption value of $500,000 over the 36 month period to its maturity on September 28, 2009. At June 30, 2008, the following liabilities related to the Warrants and the embedded derivative instruments in the Note were outstanding: Fair Value of the warrant is: Issue Expiry Exercise Value Date Date Instrument Price/Share 9/30/2006 ------------------------------------------------------------------------------------------------------ 9/28/2005 9/28/2013 Warrant 5,000,000 $ 0.10 15,594 Fair value of embedded derivatives: Issue Expiry Exercise Value Date Date Instrument Price/Share 9/30/2006 ------------------------------------------------------------------------------------------------------ 9/28/2005 9/28/09 Convertible Note- Conversion Feature $ 0.10 70,915 Convertible Note Interest- 9/28/2005 9/28/09 Conversion Feature $ 0.10 15,232 The carrying value of the note is: Issue Expiry Value Date Date Instrument 9/30/2006 ------------------------------------------------------------------------------------------------------ 9/28/2005 9/28/2009 $ 500,000 Convertible Term Note 151,639

NOTE- 6 ISSUANCE AND CHANGES TO COMMON STOCK During the six months ended June 30, 2009, The Company issued 60,000,000 shares of stock at fair value of $128,400 for compensation to an employee. Additionally the company issued 60,400,000 shares of stock at fair value of $240,600 for consulting services. 9 On August 1, 2006, the Company merged with SBD International (SBD), with SBD being the surviving entity. Upon execution of the merger an exchange of one share of SBD common stock was issued for every 25 shares of The Company's common stock. This reduced the outstanding shares to approximately 8,794,000 shares of common stock. On August 17, 2006 5,100,000 shares, the entire outstanding Series A Preferred Stock, was converted into 265,200,000 shares of common stock at an exchange ratio of 1 to 52. These shares were subsequently returned to treasury, and the preferred reissued in an amount of 5,200,000 in Dec 2007. On August 31, 2006 an employee shareholder returned 143,000 shares of stock for no compensation. NOTE 7- CONTINGENCY/UNCERTAINTY In June 2005, the Company issued 1,100,000 shares of preferred stock Series B value at $1.00 a share. The Company also issued 35,000,000 shares of common stock par value valued at $1,000,000 in order to purchase property from Munich LLC. The property was appraised at $2,100,000. Subsequent to the purchase, the Company discovered that the property wasn't free and clear of mortgages and/or liens. The Company had recorded a contingent liability in the amount of $1,146,544 for this lien although the holder is current on the payments on this note. The project was sold in March of 2008 and has repaid all its mortgage debt including contingencies. NOTE 8 - GOING CONCERN As shown in the accompanying consolidated unaudited financial statements, the Company incurred substantial net losses since inception and doesn't have the revenue stream to support itself. There is no guarantee as to whether the Company will be able to generate enough revenue and/or raise capital to support those operations. This raises substantial doubt about the Company's ability to continue as a going concern. Management also states that they are confident that they can acquire projects and raise the appropriate funds needed either through a debt or equity offering to operate. The consolidated unaudited financial statements do not include any adjustments that might results from the outcome of these uncertainties. NOTE 9- SUBSEQUENT EVENTS ON SEPT 30, 2008, THE COMPANY FILED A FORM 14 INDICATING A NAME CHANGE TO SOLARGY SYSTEMS INC. AND ALSO INDICATING THAT THE COMPANY STOCK WILL BE REVERSED OF A 2500 TO ONE BASIS. THIS IS IN KEEPING WITH A FUNDAMENTAL CHANGE IN WHAT THE COMPANY DOES AND HOW IT WILL OPERATE GOING FORWARD. SOLARGY SYSTEMS INC. IS HAS CHANGED ITS MISSION TO THAT OF AN ALTERNATIVE ENERGY SYSTEMS INTEGRATOR. SOLARGY WILL ENGAGE IN THE PRODUCTION OF PHOTOVOLTAIC PANELS AND IN THE SALES AND INSTALLATION OF POWER SYSTEMS USING ALTERNATIVE ENERGY PRODUCTS, INCLUDING SOLAR, WIND AND WASTE TO ENERGY. The company was required to file a registration statement, by the terms of a registration rights agreement, with the SEC on October 27, 2006. As of the date of this filing, the registration statement has filed but subsequently withdrawn on separate occasions. In the event that we fail to file this statement, we are obligated to pay, to the holders of the Note, damages of 2% of the face amount of the Notes per month. IN APRIL OF 2009 SOLARGY EXECUTED A BUILD OPERATE TURNOVER CONTRACT WITH MARDAN PROVINCE IN PAKISTAN FOR THE CONSTRUCTION OF A 30 MW ALTERNATIVE ENERGY POWER PLANT. THE COMPANY IS CURRENTLY ACTIVELY SEEKING FUNDING FOR THE PROJECT. IT IS EXPECTED A 144A PLACEMENT WILL BE USED. END OF FINANCIAL STATEMENTS 10 SOLARGY SYSTEMS, INC (FORMERLY KNOWN AS SBD INTERNATIONAL INC. AND SUBSIDIARY) NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2010 AND 2009 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPANY OVERVIEW Solargy Systems Inc. currently traded as an OTC pink sheets (SLGS) , merged with Site Works Building & Development Co, in August of 2006 .(which was incorporated in Florida in 2001 as a construction and real estate development company). The Company currently offers alternative energy systems in emerging markets. The energy alternatives include waste to energy plants, solar farms, and wind turbine systems .management believes that there is a vibrant market in emerging economies for waste to energy plants and alternative energy sources as the cost of fossil fuel increases. ALTERNATIVE SYSTEMS INTEGRATION SERVICES The company has established relationships with manufacturers of alternative energy equipment suppliers and designers. These relationships enable the company to offer integrated solution to the high cost of electrical power in emerging markets. Currently the company is seeking power purchase agreements in the Caribbean .Solutions proposed to full fill the PP include hybrid systems including wind with solar and waste to energy with wind turbines. Additional information can be found at www.solargysystemsinc.com Areas being explored by the company include waste to energy plants, solar farms and wind turbines. PRECONSTRUCTION PLANNING SERVICES As part of its preconstruction services, the Company offers a preconstruction package that includes: Establishment of a realistic budget; design and permitting assistance; value engineering alternatives; weekly meetings with all parties; schedules for both preconstruction and construction stages; subcontractor pricing; recommendations regarding the purchase of long lead items; and calculation of a guaranteed maximum price. CONSTRUCTION MANAGEMENT SERVICES The Company offers construction management services throughout the building cycle and such services include, but are not limited to: assistance in all phases of permit processing; preparation of all subcontractors' and/or suppliers' purchase orders required in connection with the work; scheduling, coordination and supervision of the physical construction; establishment of a realistic budget; monitoring of compliance with assigned responsibilities; preparation and submission of all necessary documentation; preparation and maintenance of the project schedule; and training of the owner in mechanical and other systems operation. The Company strives to ensure that all parties' roles and responsibilities are clearly defined and that all parties are focused on completing the project. Depending on the customer's needs, some of the preconstruction planning services to be offered by the Company may overlap with the Company's construction management services. STRATEGIC PLAN The Company intends to pursue a strategy of: securing Power purchase agreements with utility companies, and then using the income stream from the power purchase agreements to securitized funding from alternative energy funds. Management has had some success with acquiring term sheets and in fact have acquired a 30 MW power purchase agreement and has had letters of intent or memorandums of understanding issued to the company. 11 PROJECTS The company is currently pursuing a number of Power purchase agreements with utility services in the Caribbean and South East Asia. In January of 2009 the Municipality of Mardan, a province in the Northwestern Provinces of Pakistan , awarded Solargy a power purchase agreement for 30 MW of Power . The Company has had considerable difficulty securing funding to execute the contract. Management has suggested to the Municipality of Marwan that a letter of credit be issued to support the funding. The Municipality has verbally agreed, but to date the company has not yet received the banking guarantee. Management is also planning to use 50 acres of land it has access to as a joint venture to build a solar farm in Chief land Florida. Solargy has secured a term sheet from a regional utility company for the purchase of up to 20 MW of power for a period of twenty years, as was previously announced. In September of 2010, management was informed that there was an interest from some West African countries in acquiring a number of waste to energy plants. Management has been led to believe that there is a strong possibility that at least one waste to energy contract will be awarded and in fact management has seen an expression of interest in a10 MW WTE $60,000,000 plant. Solargy hopes to have secured a POWER PURCHASE AGREEMENT (PPA) for the 10 MW facilities by the end of the year, and a bank guarantee to finance the project. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our discussion and analysis of our financial condition and the results of our operations are based upon our financial statements and the data used to prepare them. Our financials have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and Exchange Commission (the "SEC"). Estimates that are critical to our consolidated financial statements relate principally to the determination and valuation of derivative financial instruments and restricted securities, and the recoverability of long-lived assets. The markets for our services are characterized by intense competition which could impact the future realization of our assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters. REVENUE RECOGNITION: Our revenue recognition policy is consistent with the criteria set forth in Staff Accounting Bulletin 104 - Revenue Recognition in Financial Statements ("SAB 104") for determining when revenue is realized or realizable and earned. In accordance with the requirements of SAB 104 we recognize revenue when (1) persuasive evidence of an arrangement exists; (2) delivery of our services has occurred; (3) our price to our customer is fixed or determinable; and (4) collectability of the sales price is reasonably assured. As such, we recognize revenues as services are rendered. Sales of real estate are generally recognized under the full accrual method when each of the criteria in paragraph 5 of SFAS 66 is met. Under that method, gain is not recognized until the collectability of the sales price is reasonably assured and the earnings process is virtually complete. When a sale does not meet the requirements for income recognition a gain is deferred until those requirements are met. The Company recorded the sale of property under the cost recovery method. When this method is used, no profit is recognized on the sales transaction until the cost of the property sold is recovered. 12 Revenues from fixed-price and modified fixed-priced construction contracts are anticipated to be recognized on the percentage-of-completion method, measured by the percentage of costs incurred to date compared to estimated total costs for each contract. Contract costs will include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs depreciation. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are recognized in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Revenues from time and material contracts are recognized currently as the work is performed. STOCK BASED COMPENSATION Prior to December 31, 2005, we used Statement of Financial Accounting Standards No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure" (SFAS No. 148) to account for our stock based compensation arrangements. This statement amended the disclosure provisions of FASB statement No. 123 to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. As permitted by SFAS No. 123 and amended by SFAS No. 148, we would have used the intrinsic value method under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," to account for any of our stock-based employee compensation arrangements (no such arrangements were applicable through September 30, 2006). In December 2004, the Financial Accounting Standards Board issued Statement Number 123 ("FAS 123 (R)"), Share-Based Payments, which became effective on January 1, 2006. The statement requires us to recognize compensation expense in an amount equal to the fair value of share-based payments such as stock options granted to employees. Since we have not issued any stock options through September 30, 2006, the adoption of this statement did not have an effect on our consolidated financial statements. 13 RESULTS OF OPERATIONS NINE AND SIX MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO NINE AND SIX MONTHS ENDED SEPTEMBER 30, 2009 REVENUES The 2010 revenues to date are 24,502, primarily from our CEO acting as a consultant, The Company has secured a construction contract for the construction of a 30 MW project but operations have not yet begun. Revenues totaled $31,864 and $23,294 for the nine and three months ended September 30, 2009. COST OF REVENUES Cost of revenues consists of preparation of quotes, and general and administrative expenses .. Cost of revenues totaled $24,015 and $3,915 for the nine and three months ended Sept 30, 2010. The cost of revenues for the same periods last year, 2009, was 28,507 and 19,740 respectively . The significant fall off in revenues from the 2009 revenues were directly attributable to the failing economy and the lack of finance. OPERATING EXPENSES General and administrative expense consists, office expenses, rent, phones was for the period ending Sept 30 2010, $29,650 compared to $10,086 in the six months ended June 30, 2009. Included in stock based employee and consultant compensation is the expense of issuing stock to an employee. of $161,900 and $56,610 for the six and three months ended June 30, 2009. Consultants also received stock based compensation of $124,800 and $56,410 for the six and three months ended June 30, 2009 which is included in General and Administrative Expense. OTHER EXPENSES Interest expense for the nine and three months ended September 30, 2009 of $6,404.00 and $4670 is primarily attributable to interest on credit lines. A non-cash derivative income was recognized in the amount of $156,867 for the quarter and the year. This income was primarily caused by the decrease in the fair value of the conversion due to the market price dropping below the conversion price at the end of the quarter. Due to the adjustable conversion price of the note, this amount will most likely reverse in the next quarter. LIQUIDITY AND CAPITAL RESOURCES At SEPT 30, 2010, we had cash of approximately $1,760, a decrease of $2,400 from September 30, 2009. We believe that we will need to raise between $75,000,000 and $150,000,000 through the sale of 144A debt and/or equity securities in order to fund working capital needs of the Company. If we are successful in raising these funds in a timely manner, we anticipate our revenues to exceed $1,000,000 and our general and administrative expense we be approximately $900,000. However, this estimate is a forward-looking statement that involves risks and uncertainties and is subject to a number of factors so there can be no assurance of such. We are optimistic about our long term business prospects, however, raising these funds is not guaranteed. We cannot assure you that we will be able to raise such funds or that such funds will be available to us on favorable terms. If we raise additional funds for the issuance of our securities, such securities may have rights, preferences or privileges senior to those of the rights of our common stock and our stockholders may experience additional dilution. 14 MANAGEMENT'S GOALS In our opinion we need to complete the following; o Complete a 144a secured bond offering as soon as possible. Management has identified a joint venture partner who has a shelf offering of 144a bonds, backed by Life settlement policies. The company has to bear the cost of having a prospectus written and has been engaged in the process of raising capital for the issuance of these bonds. However management believes that given the size and the nature of the energy projects being contemplated, 144a hybrid bond offering, which offers investors security of a guaranteed interest and principal payment until the bonds mature are the only option available to finance the projects currently contemplated. Potential projects exceed 200,000,000. o Start Construction a project in fiscal 2011. RISK FACTORS AND RELATED DISCLOSURES Unless the context indicated otherwise, all references to "we," "us," "our" or the "Company" in this subsection "Risk Factors" refer to the Company. We are subject to a number of risks listed below, which could have a material adverse effect on our financial condition, results of operations and value of our Common Stock. RISKS AND RELATED DISCLOSURES RELATING TO OUR BUSINESS Because of losses incurred by us to date and our general financial condition, we received a going concern qualification in the auditors' report related to our financial statements for the fiscal year ended December 31, 2009, and 2010 that raises doubt about our ability to continue our operations during the next 12 months. We had gross revenues/losses of approximately $39,622 and $.4,100,000 for the fiscal years ended December 31, 2009 and 2008, respectively. The decrease in revenues were as a result of the collapse of the housing market and was a catalyst in the decision to reposition the company as an alternative energy provider. Our auditors will include a going concern qualification in their report on our financial statements for the fiscal year ended December 31, 2009 and 2010. We cannot assure you that we will be able to generate enough revenue or raise sufficient capital to operate our business during the next 12 months. Our existence is dependent upon our management's ability to develop profitable operations and resolve our liquidity problems. We cannot assure you that we will ever achieve profitable operations or generate significant revenues. We may continue to have operating losses in the foreseeable future. If we are unable to continue as a going concern, we may cease to operate and our investors may lose some or all of their investment. We may be unable to obtain adequate financing to implement our business plan, which will negatively impact our liquidity and ability to continue our operations. We have very limited financial resources. We will need to obtain funding for our working capital needs and business development. Our ability to obtain financing depends, in part, upon prevailing capital market conditions as well as our operating results which may impact our efforts to arrange financing on terms satisfactory to us. Moreover, we may not be able to obtain additional financing by the issuance of additional shares of our capital stock due to the fact that our authorized capital stock may not have been properly approved by our shareholders. Certain shares of our stock issued by us since incorporation may be invalidly issued under the Florida Business Corporation Act and, as a result, our shareholders may have rescission rights under federal and/or state securities laws." If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future investments, take advantage of other opportunities, or otherwise respond to competitive challenges. Our failure to obtain capital on acceptable terms will also negatively impact our liquidity and our ability to continue our operations. 15 We depend on the services of our President to implement our business strategy and the loss of his services will have an adverse effect on our business. The extensive experience and contacts of our President, Mr. Nurse, within the construction industry are a critical component of our business strategy. The growth of our operations is dependent upon the personal efforts and abilities of our President to evaluate and pursue our business opportunities. The loss of the services of our President, for any reason, will adversely affect our business. We may be unable to hire and retain qualified employees which will have an adverse effect on our financial condition and result of operations. We believe that our business strategy is substantially dependent upon our ability to attract, hire, retain and motivate qualified employees. We cannot assure you that we will be successful in hiring or retaining the services of qualified managerial, technical or administrative personnel necessary to support our business. Our inability to hire and retain qualified employees will have an adverse effect on our financial condition and results of operations. We will encounter intense competition from substantially larger and better financed companies which may have a negative impact on our ability to achieve profitable operations. Our success depends upon our ability to penetrate the market for general contracting, pre-construction management and construction management services. Our company will compete with more established entities with greater financial resources, longer operating histories and more recognition in the market place than we do. It is also possible that previously unidentified competitors may enter the market place and decrease our chance of acquiring the requisite market share. Our future success will depend upon our ability to penetrate the market quickly and efficiently. Our ability to respond to the evolving demands of the marketplace will play a key role in our success. If we are unable to respond and compete in these markets, it will have a material adverse effect on our results of operations and financial condition and will negatively impact our ability to achieve profitable operations. If we fail to maintain an effective system of internal control over financial reporting and disclosure controls and procedures, we may be unable to accurately report our financial results and comply with the reporting requirements under the Exchange Act. As a result, current and potential shareholders may lose confidence in our financial reporting and disclosure required under the Exchange Act, which could adversely affect our business and we could be subject to regulatory scrutiny. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), we will be required, beginning with our annual report on Form 10-KSB for the fiscal year ending December 31, 2009, to include in our annual reports on Form 10-KSB, our management's report on internal control over financial reporting and the registered public accounting firm's attestation report on our management's assessment of our internal control over financial reporting. We are in the process of preparing an internal plan of action for compliance with the requirements of Section 404. As a result, we cannot guarantee that we will not have any "significant deficiencies" or "material weaknesses" reported by our independent registered public accounting firm. Compliance with the requirements of Section 404 is expected to be expensive and time-consuming. If we fail to complete this evaluation in a timely manner, or if our independent registered public accounting firm cannot timely attest to our evaluation, we could be subject to regulatory scrutiny and a loss of public confidence in our internal control over financial reporting. In addition, any failure to establish an effective system of disclosure controls and procedures could cause our current and potential shareholders and customers to lose confidence in our financial reporting and disclosure required under the Exchange Act, which could adversely affect our business. We may be unable to implement our business and growth strategy which will negatively impact our financial condition and results of operations. 16 Our growth strategy and ability to generate revenues is largely dependent upon our ability to: (i) develop and provide general contracting, pre-construction planning and construction management services; (ii) hire highly skilled subcontractors; (iii) obtain adequate financing on acceptable terms to fund our growth strategy; (iv) develop and expand our customer base; and (v) negotiate agreements on terms that will permit us to generate adequate profit margins. Our failure with respect to any or all of these factors could impair our ability to successfully implement our growth strategy, which will have an adverse effect on our financial condition and results of operations. If we are unable to accurately estimate the overall risks, revenues or costs on a contract, we may incur a loss on the contract which will have an adverse effect on our financial condition and results of operations. We expect that will mostly enter into fixed price contracts which require us to perform the contract for a fixed price irrespective of our actual costs. As a result, we may realize a profit on these contracts only if we successfully control our costs and avoid cost overruns. We may also enter into cost plus award fee contracts which provide for reimbursement of the costs required to complete a project, but generally have a lower base fee and an incentive fee based on cost and/or schedule performance. If our costs exceed the revenues available under such a contract or are not allowable under the provisions of the contract, we may not receive reimbursement for these costs. Guaranteed maximum price contracts that we may enter into provide for a cost plus fee arrangement up to a maximum agreed-upon price. These contracts also place the risk on us for cost overruns that exceed the guaranteed maximum price. Pre-construction planning and construction management contracts are those under which we agree to manage a project for the customer for an agreed upon fee, which may be fixed or may vary based upon negotiated factors. Profitability on these types of contracts is driven by changes in the scope of work, which could cause cost overruns beyond our control and limit profits on these contracts. Cost overruns, whether due to inefficiency, faulty estimates or other factors, result in lower profit or a loss on a project. We expect that our contracts will be based, in part, on cost estimates that are subject to a number of assumptions. If our estimates of the overall risks, revenues or costs prove inaccurate or circumstances change, we may incur a lower profit or a loss on the contract which will negatively impact our financial condition and results of operations. We may fail to meet schedule requirements of our contracts which could adversely affect our reputation and/or expose us to financial liability. The construction services industry is highly schedule driven and our contracts are likely to be subject to specific completion schedule requirements with liquidated damages charged to us in the event the construction schedules are not achieved. Failure to meet any such schedule requirements could cause us to suffer damage to our reputation within the construction industry and customer base, as well as pay significant liquidated damages which will have an adverse effect on our financial condition and results of operation. Compliance with regulations affecting our business could cause us to incur substantial costs both in time and money. We are subject to extensive and complex laws and regulations that affect the construction industry, including, but not limited to, laws and regulations related to zoning, permitted land uses, levels of density, building design, warranties, storm water and use of open spaces. We generally may be required to obtain permits and approvals from local authorities to commence and complete various construction projects. Such permits and approvals may, from time-to-time, be opposed or challenged by local governments, neighboring property owners or other interested parties, adding delays, costs and risks of non-approval to the process. This process is further complicated by the fact that certain of our projects may be located in foreign countries where we may be unfamiliar with all regulatory requirements and approvals established by foreign governments. Economic, political and other risks associated with our international operations involve risks that could adversely affect our financial condition and results of operations." Our obligation to comply with the laws and regulations under which we operate, and the obligation of our subcontractors and other agents to comply with these and other laws and regulations, could result in delays in the performance of our service, and cause us to incur substantial costs. We could incur significant costs as a result of liability under environmental laws which will have an adverse effect on our financial condition and results of operations. 17 Our operations are subject to environmental laws and regulations governing, among other matters, the discharge of pollutants into air and water, the handling, storage and disposal of solid or hazardous materials or wastes and the remediation of contamination, sometimes associated with leaks or releases of hazardous substances. Various federal, state and local environmental laws and regulations may impose liability for the entire cost of investigation and clean-up of hazardous or toxic substances. These laws may impose liability without regard to ownership at the time of the contamination or whether or not we caused the presence of contaminants. Violations of these environmental laws and regulations could subject us and our management to fines, civil and criminal penalties, cleanup costs and third party property damage or personal injury claims which will have an adverse affect on our financial condition and results of operations. Work stoppages and other labor problems could adversely affect our financial condition and results of operations. We intend to rely mostly on subcontractors in providing our general contracting services. Certain subcontractors in the construction industry are members of various labor unions. If the unionized workers engage in a strike or other work stoppage, or other subcontractors become unionized, we could experience a disruption of our operations and higher ongoing labor costs, which could adversely affect our financial condition and results of operations.Timing of the award of a new contract and performance of a new contract may have an adverse effect on our financial condition and results of operation in a particular fiscal quarter. It is generally very difficult to predict whether and when we will receive an award of a new contract as these contracts frequently involve a lengthy and complex bidding and selection process which is affected by a number of factors, including, but not limited to, market conditions, financing arrangements and governmental approvals. Our results of operations can fluctuate from quarter to quarter depending on the timing of new contract awards. In addition, timing of the revenues and cash flows from our projects can be delayed by a number of factors, including, but not limited to, weather conditions, delays in receiving material and equipment from vendors and changes in the scope of work to be performed. Such delays, if they occur, could have an adverse effect on our financial condition and operating results for a particular fiscal quarter. We may not be able to fully realize the revenue reported in our backlog which will have an adverse affect on our financial condition and results of operation. We include a construction project in our backlog at such time as a contract is awarded or a firm letter of commitment is obtained and funding is in place. The revenue projected in our backlog may not be realized or, if realized, may not result in profits. For example, if a project reflected in our backlog is terminated, suspended or reduced in scope, it would result in a reduction to our backlog which would reduce, potentially to a material extent, the revenue and profit we actually receive from contracts in backlog. If a customer cancels a project, we may be reimbursed for certain costs but typically have no contractual right to the total revenues reflected in our backlog. Significant cancellations or delays of projects in our backlog could have an adverse effect on our financial condition and results of operations. Deterioration in economic conditions generally or in the market regions where we intend to operate could decrease demand and pricing in these areas and adversely affect our financial condition and results of operations. The construction industry is sensitive to changes in regional and national economic conditions such as job growth, interest rates and consumer confidence. Material adverse changes in any of these conditions generally, or in the market regions where we intend to operate, could decrease demand and pricing for new construction projects in these areas or result in customer defaults on pending contracts, which could adversely affect the number of deliveries we make or reduce the prices we can charge, either of which could adversely affect our financial condition and results of operations. Natural disasters and adverse weather conditions could delay deliveries or increase costs of construction projects in affected areas. 18 The occurrence of natural disasters or adverse weather conditions in the areas in which we intend to operate can delay deliveries, increase costs and negatively impact the demand for construction projects in affected areas. When natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires affect an area in which we intend to operate or one nearby, there can be a diversion of labor and materials in such area from existing construction projects to rebuilding or repairing the buildings that were either destroyed or damaged in the natural disaster. This can cause delays in construction and delivery of projects in which we may be involved and reduce our revenues, if any. Economic, political and other risks associated with our international operations involve risks that could adversely affect our financial condition and results of operations. We intend to be involved as a general contractor in non-U.S. construction projects. Our international operations may expose us to risks inherent in doing business outside the United States, including, but not limited to: o political risks, including risks of loss due to civil disturbances, acts of terrorism or acts of war; o unstable economic, financial and market conditions; o potential incompatibility with foreign joint venture partners; o foreign currency controls and fluctuations in currency exchange rates; o trade restrictions; o increases in taxes and the effect of local regulations; and o Changes in labor conditions, labor strikes and difficulties in staffing and managing international operations. Any of these factors could harm our potential international operations. Specifically, failure to successfully manage international growth could result in higher operating costs than anticipated or could delay or preclude altogether our ability to generate revenues which will have an adverse effect on our results of operations and financial condition and results of operations. RISKS RELATING TO OUR COMMON STOCK Our stock price has been and may continue to be volatile and may result in substantial losses for investors. The trading price of our Common Stock could be subject to wide fluctuations in response to: o our prospects as perceived by others; o our operating results; o differences between our reported results and those expected by investors; o announcements of new contracts by us or our competitors; and o General economic or stock market conditions unrelated to our operating performance. Fluctuations in our stock price as a result of any of the foregoing factors may result in substantial losses for investors. 19 Limited trading volume of our Common Stock may contribute to its price volatility. Through September 30, 2010, the average daily trading volume during 2009 for our Common Stock was approximately 400,000 shares. We cannot assure you that a more active trading market in our Common Stock will develop. As a result, relatively small trades may have a significant impact on the price of our Common Stock. We have never paid dividends and do not anticipate paying any in the foreseeable future. We have never declared or paid a cash dividend and we do not expect to have any cash with which to pay cash dividends in the foreseeable future. If we do have available cash, we intend to use it to grow our business. We will be subject to the penny stock rules which may adversely affect trading in our Common Stock. On September 30, 2009, the closing price of Common Stock was $0.0012 bid. Our Common Stock is a "penny stock" security under the rules promulgated under the Exchange Act. In accordance with these rules, broker-dealers participating in certain transactions involving penny stocks must first deliver a disclosure document that describes, among other matters, the risks associated with trading in penny stocks. Furthermore, the broker-dealer must make a suitability determination approving the customer for penny stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these determinations in writing to the customer and obtain specific written consent from the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our Common Stock, decrease liquidity of our Common Stock and increase transaction costs for sales and purchases of our Common Stock as compared to other securities. CAUTIONARY STATEMENT This Form 10-QSB, press releases and certain information provided periodically in writing or orally by our officers or our agents contain statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act, as amended and Section 21E of the Securities Exchange Act of 1934. The words expect, anticipate, believe, goal, plan, intend, estimate and similar expressions and variations thereof if used are intended to specifically identify forward-looking statements. Those statements appear in a number of places in this Form 10-QSB and in other places, particularly, Management's Discussion and Analysis or Results of Operations, and include statements regarding the intent, belief or current expectations us, our directors or our officers with respect to, among other things: (i) our liquidity and capital resources; (ii) our financing opportunities and plans and (iii) our future performance and operating results. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and those actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, the following: (i) the validity of the Company's issued shares of stock; (ii) the Company's ability to continue as a going concern; (iii) The availability of financing on terms acceptable to the Company; (IV) the management's ability to implement the Company's business and growth strategy; (v) the validity of the underlying assumptions and estimates of projected costs and revenues on a contract; (vi) the management's ability to maintain an effective system of internal control over financial reporting and disclosure controls and procedures; (vii) any inability of us to successfully conduct our business in new markets; and (viii) other risks including those identified in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise the forward looking statements made in this Form 10-QSB to reflect events or circumstances after the date of this Form 10-QSB or to reflect the occurrence of unanticipated events. ITEM 3. CONTROLS AND PROCEDURES 20 (a) Evaluation of disclosure controls and procedures. Within ninety (90) days prior to the filing of this report, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of September 30, 2006. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective such that the material information required being included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management and our Board of Directors, as appropriate, to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, including the principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures will prevent all error and fraud. A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. (b) Changes in internal controls over financial reporting. There were no significant changes in our internal control over financial reporting that could significantly affect our controls during quarter end September 30, 2010. We have not identified any significant deficiency or material weaknesses in our internal controls, and therefore there were no corrective actions taken. 21 PART II. - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - Solargy System Inc. does not have any current legal proceedings. ITEM 2. CHANGES IN SECURITIES - During the nine months ended September 30, 2010, The Company has not issued any additional shares. On August 1, 2006, the Company merged with SBD International (SBD), with SBD being the surviving entity. Upon execution of the merger an exchange of one share of SBD common stock was issued for every 25 shares of The Company's common stock. This reduced the outstanding shares to approximately 8,794,000 shares of common stock. On August 17, 2006 5,100,000 shares, the entire outstanding Series a Preferred Stock, was converted into 265,200,000 shares of common stock at an exchange ratio of 1 to 52. On August 31, 2006 an employee shareholder returned 143,000 shares of stock for no compensation. ITEM 3. DEFAULTS UPON SENIOR SECURITIES . THE COMPANY HAS DEFAULTED ON ITS CONVERTIBLE NOTES TO ONE ITS LENDERS. THE COMPANY HAS SUSPENDED CONVERSIONS OF ITS CONVERTIBLE NOTES UNTIL THE COMPANY CAN REFINANCE THE TOTAL OUTSTANDING DUE. MANAGEMENT BELIEVES THAT PRIOR CONVERSIONS HAVE RESULTED IN THE LOW STOCK PRICE AND BELIEVES THE COMPANY WILL NEVER BE ABLE TO HAVE A QUOTE REFLECTIVE OF ITS BOOK VALUE AND LONG AS IT ALLOWS CONVERSIONS. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE ITEM 5. OTHER INFORMATION - NONE ITEM 6. EXHIBITS EXHIBITS 31 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Acting Chief Accounting Officer, Carl Nurse 32 Section 1350 Certification, Carl Nurse - Chief Executive Officer and Chief Accounting Officer 22 Exhibits -------- 31 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Acting Chief Accounting Officer, Carl Nurse 32 Section 1350 Certification, Carl Nurse - Chief Executive Officer and Chief Accounting Officer SIGNATURE 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. SOLARGY SYSTEMS INC By /s/ Carl Nurse ----------------- Carl Nurse, Chief Executive Officer and Chief Financial Officer October 11, 2010 23 EXHIBIT 31 CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND ACTING CHIEF ACCOUNTING OFFICER PURSUANT TO RULE 13A-14 I, Carl Nurse, certify that: I have reviewed this quarterly report on Form 10-QSB of SOLARGY SYSTEMS INC.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. October 11, 2010 /s/ Carl Nurse ---------------------------------------- Carl Nurse Chief Executive Officer and Chief Accounting Officer 24 EXHIBIT 32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report of SOLARGY SYSTEMS INC. (the "Company") on Form 10-QSB for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Carl Nurse as Chief Executive Officer and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By /s/ Carl Nurse Carl Nurse Chief Executive Officer and Chief Accounting Officer October 11, 2010 25

Solargy Systems Inc 10-Q