UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 1
to
FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2011

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

For the transition period from _________ to _________

Commission File Number 0-54036

CIRALIGHT GLOBAL, INC
(Exact name of registrant as specified in its charter)

Nevada 26-4549003
(State of Incorporation) (I.R.S. Employer Identification No.)

15303 Ventura Blvd., 9th Floor, Sherman Oaks, California 91403
(Address of principal executive offices)

(877) 520-5005
(Registrant's telephone number, including area code)

670 E. Parkridge, Suite 112, Corona, CA 92879
(Former address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Common Stock, $.001 par value

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

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

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

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

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

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

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [X]

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

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the Registrant's most recently completed second fiscal
quarter (June 30, 2011) was approximately $4,534,995.

As of March 19, 2012, there were 14,322,567 shares of our common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Definitive Proxy Statement for the 2012 Annual Meeting of
Shareholders are incorporated by reference in Part III hereof.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A ("Amendment") amends the Form 10-K
Annual Report for Ciralight Global, Inc. ("Company") for the fiscal year ended
December 31, 2011 ("Original Form 10-K"). This Amendment is being filed in
response to SEC Staff comments and is being filed to revise language in Exhibits
31.1, 31.2, 32.1 and 32.2. This Amendment may be relied on as the final Annual
Report on Form 10-K for the fiscal year ended December 31, 2012, and should be
read in conjunction with the Company's other filings with the SEC. This
Amendment does not change any textural or financial information contained in the
body of the Original Form 10-K. The filing of this Amendment is not an admission
that our Original Form 10-K included any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein not
misleading.

TABLE OF CONTENTS

ITEMS PAGE
----- ----
PART I

Item 1. Business 4
Item 1A. Risk Factors 14
Item 1B. Unresolved Staff Comments 14
Item 2. Properties 14
Item 3. Legal Proceedings 14
Item 4. (Removed and Reserved) 15

PART II

Item 5. Market For Common Equity and Related Stockholder Matters and Issuer
Purchases of Equity Securities 15
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16

Item 7A. Quantitative and Qualitative Disclosure About Market Risks 24
Item 8. Financial Statements and Supplementary Data 24
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 24
Item 9A. Controls and Procedures 24
Item 9B. Other Information 25

PART III

Item 10. Directors, Executive Officers and Corporate Governance 25
Item 11. Executive Compensation 25
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 25
Item 13 Certain Relationships and Related Transactions, and Director
Independence 26
Item 14. Principal Accounting Fees and Services 26

PART IV

Item 15. Exhibits, Financial Statement Schedules 26

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This 2011 Annual Report on Form 10-K ("2011 Annual Report"), including the
accompanying financial statements of the Company and the notes thereto appearing
in Item 8 herein ("Financial Statements"), the Management's Discussion and
Analysis of Financial Condition and Results of Operations appearing in Item 7
herein ("MD&A") and the other Exhibits and Financial Statement Schedules filed
as a part hereof or incorporated by reference herein may contain or incorporate
by reference information that includes or is based on "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
give expectations or forecasts of future events. The reader can indentify these
forward-looking statements by the fact that they do not relate strictly to
historical or current facts. They use words such as "believe(s)," "goal(s),"
"target(s)," "estimate(s)," "anticipate(s)," "forecast(s)," "project(s),"
(plan(s)," "intend(s)," "expect(s)," "might," may" and other words and terms of
similar meaning in connection with a discussion of future operating, financial
performance or financial condition. Forward-looking statements, in particular,
include statements relating to future actions, prospective services or products,
future performance or results of current and anticipated services or products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings,
trends of operations and financial results.

Any or all forward-looking statements may turn out to be wrong, and,
accordingly, readers are cautioned not to place undue reliance on such
statements, which speak only as of the date of this 2011 Annual Report. These
statements are based on current expectations and current the current economic
environment. They involve a number of risks and uncertainties that are difficult
to predict. These statements are not guarantees of future performance; actual
results could differ materially from those expressed or implied in the
forward-looking statements. Forward-looking statements can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties. Many such
factors will be important in determining the Company's actual results and
financial condition. The reader should consider the following list of general
factors that could affect the Company's future results and financial condition.

Among the general factors that could cause actual results and financial
condition to differ materially from estimated results and financial condition
are:

* the success or failure of management's efforts to implement their
business strategy;
* the ability of the Company to raise sufficient capital to meet
operating requirements;
* the uncertainty of consumer demand for our products, services and
technologies;
* the ability of the Company to protect our intellectual property
rights;
* the ability of the Company to compete with major established
companies;
* the level of success and costs expended in realizing economies of
scale and implementing significant business consolidations and
technology initiatives;
* heightened competition, including, with respect to pricing, entry of
new competitors and the development of new products by new and
existing competitors;
* absolute and relative performance of our products and services;
* the effect of changing economic conditions;
* the ability of the Company to attract and retain quality employees and
management;
* the current global recession and financial uncertainty; and
* other risks which may be described in future filings with the U.S.
Securities and Exchange Commission ("SEC").

No assurances can be given that the results contemplated in any forward-looking
statements will be achieved or will be achieved in any particular timetable. We
assume no obligation to publicly correct or update any forward-looking
statements as a result of events or developments subsequent to the date of this
2011 Annual Report. The reader is advised, however, to consult any further
disclosures we make on related subjects in our filings with the SEC.

PART I

ITEM 1. BUSINESS.

GENERAL

Ciralight (referred to in this Report as the "company", "we", "our" and "us")
manufactures patented SunTracker(TM) lighting solutions that enable commercial
and industrial buildings to utilize sunlight to illuminate indoor spaces. The
SunTracker(TM) unit utilizes a solar powered GPS controller and mirrors to
direct sunlight through a skylight diffuser. The result is a self contained,
completely sustainable lighting solution that can offer up to 10.5 hours of free
indoor light.

Using Sun-tracking technology allows our skylights to illuminate buildings
longer and more effectively than traditional skylights. Furthermore, the natural
diffused light is high quality, more conducive to retail, educational, and
industrial purposes. SunTracker(TM) skylights provide the illumination of a
1,000 watt metal halide light fixture.

These units are entirely Solar Powered so they do not require any electricity or
electrical hookup. Smart SunTrackers(TM) are designed with two heat traps so
they prevent the heat gain associated with traditional skylights.

Ciralight SunTrackers(TM) are used by Staples, Office Depot, IKEA, Google, Whole
Foods, Johnson and Johnson, Caterpillar, Emerson, Frito Lay, Schiphol Amsterdam
Airport, Boeing, Eaton, and others.

ADVANTAGES OF CIRALIGHT SMART SUNTRACKER(TM)

1. Save Energy by shutting of electric lights during daytime "peak" hours
2. Save on Air-Conditioning costs by reducing need to run
Air-Conditioning to offset heat generated from Electric light fixtures
or standard skylights
3. Save on maintenance costs associated with electric lights
4. High light quality provides better illumination, color rendition and
less shadows
5. Does not flicker or hum
6. Receive certain Federal, State & Local Tax benefits & Utility
incentives as a Green Energy product
7. Operates when sun is low in the sky, a critical advantage over passive
skylights

"DAYLIGHTING" DESCRIBED

Daylighting is the practice of using natural light to illuminate building space.
Using natural light from the sun to illuminate buildings costs nothing and the
result is a compelling, efficient lighting solution that protects the
environment. By consuming less energy, daylit buildings reduce fossil fuel use
and carbon dioxide emissions associated with global warming and climate change.

Studies show that people thrive in naturally lit environments. Studies show that
shoppers linger longer and buy more in stores that use daylighting. Sales in day
lit stores are on average six percent higher and as high as 40% more than stores
without daylighting. In addition, students learn better in daylight classrooms.
Students in classrooms with advanced daylighting performed 20% higher on test
scores than students in classrooms without daylighting. In the workplace,
business that use daylighting find that workers are more productive, with less
absenteeism, less turnover and higher moral among employees.

The U.S. Department of Energy statistics show that 29% of energy use in
commercial buildings is for lighting. This amount is 40% to 50% in schools. The
DOE projects that electricity consumption between 2010 and 2030 will grow from
14.85 quadrillion BTUs to 20.30 quadrillion BTUs. This is expected to
significantly increase electrical utility costs for retailers, schools.
industrial, and commercial users .

According to the Sustainable Building Technical Manual, chapter IV.7, page 90, a
well-designed daylit building is estimated to reduce lighting energy use from
50% to as much as 80%.

Day lit buildings make a statement about their owners and occupants; they are
socially and fiscally responsible.

"ADVANCED SKYLIGHTS" DESCRIBED

Standard skylights are typically either shaped plastic skylights or flat glass
skylights that are open below and provide direct sunlight into the building
space. Standard skylights typically provide the most light when the sun is high
in the sky but ineffective when the sun is low in the sky, such as in the
morning or late afternoon hours. Standard skylights provide uneven light that
varies throughout the day depending on the sun's angle and direct sunlight
creates glare and heat for the occupants. Standard skylights provide usable
light for a limited number of hours a day and, therefore, provide only limited
energy savings.

Advanced skylights are defined as skylights incorporating technology which
enables optical redirection of sunlight into a building. Advanced skylights use
either "active" or "passive" technology. An advanced skylight with active
technology employs the use of moving parts such as rotating mirrors inside the
skylight dome, while advanced skylights with passive technology have no moving
parts and use prismatic materials incorporated into the skylight dome surface.
Active advanced skylights claim better overall daylighting performance by
increasing the number of daylight hours available by tracking and re-directing
the sunlight into buildings even at the extremes of the day when the sun is low
on the horizon. Passive advanced skylights are not able to capture the sunlight
during the extreme hours of the day when the sun is low in the sky.

PRODUCTS AND TECHNOLOGY

Our Ciralight Suntrackers(TM)are classified as Active Advanced Skylights. Our
products are an energy saving, cost saving lighting solution. We are a viable
sustainable energy solution

Our SunTracker(TM) systems have successfully passed life cycle test wherein they
were subjected to harsh weather conditions in an environmental chamber for a
period equivalent to 30 years. The tests showed that our Smart Skylights have a
30 year life expectancy.

Users of our SunTracker(TM) units are entitled to certain tax benefits and
utility company incentives that are not available to passive skylights. This
provides us with a competitive advantage. SunTrackers(TM) are completely solar
powered and while they are powered by only a 5 watt solar panel, they provide
the illumination of a 1,000 watt metal halide light fixture.

Currently our SunTrackers(TM) are offered in the size of 4ft x 4 ft and 4ft x
8ft. We have released a 4 x 8 version of SunTracker(TM) that we believe will be
popular for retrofitting existing passive skylights that are already in place at
warehouses and commercial buildings. Property owners are able to replace their
existing traditional less efficient skylights with our 4ft x 8ft SunTracker(TM)
for minimal cost as a means to make their facilities more energy efficient and
reduce their energy costs.

We believe our SunTracker(TM) product is unique in the following ways:

* GPS Controller - Each SunTracker(TM) unit includes a fully
self-contained solar powered Global Positioning System ("GPS")
controller that tracks the position of the sun and insures maximum
light throughout the daytime hours. The use of the GPS Controller and
mirrors provide up to three times more light than the light from
standard skylights and allows users to turn off their electrical
lights for up to 10.5 hours a day.
* Light Diffusion and Thermal Barrier - Each unit includes (i) two
state-of-the-art prismatic lens that transform the sunlight into high
levels of evenly dispersed and diffused natural light, creating a
clean, pleasant, abundant natural light that is easier on the eyes,
and (ii) a dual panel thermal barrier that prevents the typical heat
gain associated with standard skylights from entering into the lighted
space resulting in less than one-half the heat of a common fluorescent
light fixture. This provides additional savings by reducing the need
to run air-conditioning to off-set the heat caused by standard
skylights and heat generating light fixtures that with the use of
Smart Skylights are turned off during the daytime.

* Solar Powered - Each SunTracker(TM) is entirely solar powered. There
is no electrical hookup required. The system is designed to store the
solar energy created from the solar panel to run the SunTracker(TM)
even if the sun is not out.
* Mirror Array - Each unit contains either a dynamic single or triple
mirror tracking array. The mirrors continuously track the sun across
the sky even during winter's low sun angles and provide an abundant
source of free light with no flickering or humming of electricity. The
mirror array and GPS controller direct the sunlight through two
special diffuser lenses, through the lightwell an into the building
space.
* Acrylic Super-Impact Skylight Dome - Each SunTracker(TM) features a
clear, thermally formed, high impact resistant acrylic dome that
provides superior strength and UV resistance and is easy to install.

In addition, our SunTracker(TM) products provide natural daylighting that is a
key consideration when building to United States Green Building Council
("USGBC") standards and for receiving Leadership in Energy and Environmental
Design ("LEED") certification. Our Smart Skylights(TM) are Energy Star Products.
Smart Skylights(TM) are maintenance free, energy saving, powered by the sun and
completely self-contained.

Ciralight SunTrackers(TM) are sold with a ten year warranty.

MANUFACTURING

At the present time, we contract with manufacturers who have expertise in a
particular industry to produce the components of our SunTracker(TM) products.
All manufacturing is done by companies in the United States and our products are
made in the United States. We have an excellent relationship with all our
manufactures. We purchase components from our manufacturers by issuing purchase
orders. The terms of these purchase orders are typically Net 30 days, although
we have elected to pay for our purchases at the time of delivery. Therefore, we
have fully paid for our entire inventory of components at our Corona, California
warehouse. The terms of our purchase orders with our manufacturers are F.O.B.
origin. Therefore, as the purchaser of these component parts, we are responsible
for the cost of shipping our components from a manufacturer's location to our
warehouse in Corona, California where all our components are stored. As
customers purchase our products, the components are picked and kitted at our
Warehouse for shipment to the project job site. The assembly and installation of
the SunTracker(TM) occurs at the jobsite and is handled by our dealers or
distributors and their subcontractors. We have no role or responsibility with
respect to the installation or assembly of our products.

Our manufacturers were chosen based on two critical factors: (1) the level of
quality control programs they have in place at their facilities and (2) their
ability to handle large volumes for producing our component parts. All of our
manufacturers and suppliers are standard fabrication and assembly companies
capable of meeting large volume product demands and, therefore, have excess
capacity to handle significant increases in our sales. Although we are dependent
on our manufacturers and suppliers, we have alternative firms who could provide
the same production to us on short notice.

Our manufacturers include the following:

Plastic Fabricating Lenses Utah
Ray's Plastics Skylight Dome California
Replex Plastics Skylight Dome Ohio
Solar Industries Dome Metal Frame Arizona
Suntron Corporation GPS Electronics and Assembly Texas

MARKETS AND MARKETING

We are currently marketing our SunTracker(TM) products to Architects, Roofing
and General Contractors, Lighting Companies, Solar Companies, Retail Chains,
industrial and commercial property owners and managers. Our target properties
are warehouses, industrial buildings, retail stores, public facilities, schools
and military facilities within the United States. We are working on establishing
sales in Canada, Mexico, Europe and in other overseas markets.

Our marketing efforts will be directed to create greater awareness of our
products in the market place as an innovative, energy saving solution for
lighting in the building industry. Our marketing will be geared toward new
construction and retrofitting existing buildings.

The market for advanced skylights is growing due to pressures on building
owners, tenants, schools and government agencies to reduce energy consumption
and save on utility costs. Our SunTrackers(TM) are a break-through energy saving
product.

This movement toward "green" energy solutions and the pressure to reduce the
carbon footprint, as well as other environmental initiatives, will continue to
spur the growth in this market segment and the need for solutions like our
SunTracker(TM).

We currently sell our products through a network of dealers and distributors.
Dealers and Distributors are typically companies that are already in the
lighting, roofing or renewable energy business. Dealers buy our products at an
established dealer price and resell the product to end users at the suggested
retail price. Distributors are typically identified for foreign countries where
they are responsible for purchasing, housing and supplying our products to a
network of Dealers they are required to establish within their appointed
territories.

DEALER AGREEMENTS:

Our dealer agreements are non-exclusive as no single dealer has been awarded the
exclusive right to market and sell our products within any geographical area.
Our dealer agreements typically have an initial term of three years with options
to renew for additional one year periods, provided that the dealers have
complied with the terms and conditions of their dealer agreements. Our dealers
purchase our skylights at our Dealer Price Level and they are encouraged to sell
our skylights at our suggested retail price. However, our dealers may sell our
skylights at any price they wish. We require our dealers to make a 50% deposit
at the time they place an order with the balance of 50% payable upon delivery
F.O.B. our Corona warehouse. We may grant better payment terms to dealers who
have good payment histories with us, in which case we may grant them Net 21 Day
or Net 30 Day terms. Since we ship our skylights F.O.B. our Corona warehouse,
our dealers or customers bear the cost of shipping and bear the risk of any loss
or damage from shipping.

Currently, we have the following dealers:

A Greener New Jersey (United States)
Adler Technology (United States)
AdvanTek (United States)
AIA Skylights (United States)
Arizona Solar Concepts (United States)
ATEE Corp. (Mexico)
Bear Electric (United States)
Best Contracting Services (United States)

BPL Carbon Free Solutions (United States)
Centimark Roofing (United States)
Chaparral Green Energy Solutions, LLC (United States)
City Solar (United States)
Concept RHE (Spain)
Customized Roofing (United States)
Desert Power Inc. (United States)
Eco-Smart, Inc. (United States)
Energy 21 USA LLC (United States)
European Solar Engineering (Denmark)
Freelite Skylights (United States)
Global NES of Arizona (United States)
Global NES of Oregon (United States)
Grand Canyon Supplies, Inc. (United States)
Greencrest Energy Solutions (United States)
Green Tech Design-Build, Inc.(United States)
Green Tree Products (United States)
GS Consulting Corp S.A. de C. V. (El Salvador)
Hallman & Keele (United States)
IMASTEC (Spain)
Inline Electric (United States)
JJ Ltd (United States)
Kemper & Associates, Inc., d/b/a Total Roofing & Reconstruction
(United States)
Lighting Audit Services (United States)
Matrix Roofing (United States)
MGM Electric Limited (Canada)
Mulick Construction (United States)
Nevada Energy Audit (United States)
Pacific HVAC (United States)
PEP Solar (United States)
Progressive Roofing (United States)
Samjung Tech, Inc. (South Korea)
Sola Tech Consulting (United States)
Straight Up Energy (United States)
Suntricity (United States)
SW Daylight (United States)
The Energy Solutions Group Worldwide, LLC (United States)
Total Roofing & Reconstruction (United States)
Urban Green Solutions, Inc. (Puerto Rico)
Vega Solar (United States)
WePower (United States)

DISTRIBUTOR AGREEMENTS:

In the international markets, we will generally select large companies to act as
our exclusive distributors in a foreign country. Our payment terms with our
domestic and international distributors are the same as our terms with our
dealers. Our international distributors are responsible for all costs associated
with clearing customs and any tariffs. We encourage our international
distributors to recruit dealers within their territories to sell our skylights.

Currently, we have the following distributors:

Ciralight Europe (29 European Union Countries)
RSB Construction LTD. (Turkey)
ZEEV Shimon & Sons, Ltd. (Israel)

In addition we currently have interest from companies wishing to become Dealers
or Distributors in Australia, Brazil, Canada, Chili, Germany, Greece, Italy,
Indonesia, Japan, Poland and Romania. We are at various stages of discussions
and negotiations with these companies and we have not yet reached any definitive
terms with any one of these companies.

After securing the technology rights to the Suntracker(TM) products, we elected
to undertake a process of reviewing and enhancing the design to take it from
good quality to industrial grade quality. This process included an improved
design of numerous components including the GPS Controller, the post system, the
mirror assembly and consolidating the mid-tray frame and dome frame into one
frame. At that time, we elected to remove the product from the market until all
the improvements were completed.

In December 2009, the SunTracker(TM) passed a 30 year life cycle test under
extreme environmental conditions. This demonstrated the SunTracker(TM) to be
robust and durable.

The SunTracker(TM) has since been certified to comply with the American
Architecture and Manufacturers Association Certification standards for
skylights. We are members of the United States Green Building Council (USGBC)
and the Daylighting Collaborative. We are also a U.S. Department of Energy,
Energy Star Partner.

We intend to increase our marketing efforts in the next few months and this
includes recruiting more dealers and distributors and promoting our products
through public relations, as well as through direct advertising. Our advertising
campaign will be focused on creating consumer awareness of our products and the
benefits users of our products will realize through energy and cost savings. Our
marketing campaign will include attending industry related business conventions
and trade shows, advertising in industry related publications, and directly
contacting building industry professionals, property owners and green industry
businesses.

Our skylights have recently been installed at:

Three Google facilities
Two Ace Hardware Stores
Two Office Depot stores
Two IKEA stores, one in Canada and one in the United States
Five Whole Foods stores
Five Giant Food Stores
One Fresh and Easy store
200 units at Patagonia's main facility
80 units at Caterpillar, Belgium
26 units at Boeing
66 units at Johnson & Johnson, Mexico
12 units at Phoenix Sky Harbor Airport
4 units to the Unites States Navy

We recently received approval from the Los Angeles Unified School District as
well as the Los Angeles Community College District to complete pilot test
projects using our Smart Skylights at their facilities.

We are developing ongoing relationships with major retailers, big box stores and
major corporations and governmental units.

COMPETITION

Our major competitors in the active skylight market are Solar Tracking
Skylights, Inc., Natural Lighting, Inc. and Sundolier. Our major competitors in
the passive skylight market are Solatube, Inc., Sun Optics and Velux Skylights.
Therefore, our markets are highly competitive and many of our passive skylight
competitors have greater financial and human resources that we have, while our
active skylight competitors are smaller companies with minor, if any,

competitive advantages. We will compete with these competitors by offering
better quality and effective products at competitive pricing. If we fail to
effectively compete with our competitors, then we may not be able to stay in
business. These competitors have already successfully marketed and
commercialized products that compete with our products.

Our competitors may succeed in developing or licensing products and technologies
that are more effective or less costly than our products and the products that
we are developing. If we are unable to compete successfully, we will not be able
to sell enough products at a price sufficient to permit us to generate profits.

OUR INTELLECTUAL PROPERTY

Our success depends on the skills of our employees and their ability to continue
to innovate and improve our intellectual property. We rely on a combination of
copyright, trademark, patent and design laws, trade secrets, confidentiality
procedures and contractual provisions to protect our intellectual property
rights and proprietary methodologies. We enter into confidentiality agreements
with our employees and consultants and we generally control access to and
distribution of proprietary information. These agreements generally provide that
any confidential information developed by us or on our behalf be kept
confidential. Further, we require all employees to execute written agreements
assigning to us all rights in all inventions, developments, technologies and
other intellectual property created by our employees.

We currently own United States Letters Patent No. 7,430,077 for "Solar Tracking
Reflector System for Structure Lighting," which issued on September 30, 2008,
and which we acquired in December 2009. This patent covers our three mirror
system that is included in our Suntracker One(TM) product and expires on May 25,
2027. We also own United States Patent Application No. 12/323,935 for "Solar
Tracking Reflector System for Structure Lighting," which was filed on November
26, 2008, and acquired by us in December 2009. Our U.S. patent application
covers our "one or more" mirror system and, therefore covers both our Suntracker
One(TM) product (which has three mirrors) and our Suntracker Two(TM) product
(which has one mirror). On June 14, 2010, the United States Patent and Trademark
Office allowed our U.S. Patent Application by issuing a Notice of Allowance and
Notice of Allowability. Our application has entered the issue process and should
issue in due course.

We currently have one European patent application pending before the European
Patent Office (European Patent Application No. 07797814.6). We also have one
Canadian patent application pending before the Canadian Intellectual Property
Office (Canadian Patent Application No. 2,667,258). On June 25, 2010, our
Mexican patent application before the Mexican Institute of Industrial Property
(Mexican Patent Application No. MX/a/2008/015119) was approved for our three
mirror or more design. In addition, we have Canadian, European and Mexican
patent applications covering our one or more mirror systems and, therefore,
cover both our Suntracker One(TM) and Suntracker Two(TM) products. We do not
have any products that are not covered by our US Patent or our US, Canadian,
European and Mexican patent applications.

Except for our U.S. and Mexico patents and our patent applications pending in
Canada, Europe, Mexico and the United States, we have no other patent rights.

In addition, we are in the process of registering various trademarks for which
we have common law rights. We also own certain trade secrets and formulae.

CORPORATE BACKGROUND

We were incorporated in the state of Nevada on February 26, 2009, under the name
"Ciralight West, Inc." On March 13, 2009, we changed our name to Ciralight
Global, Inc. As a result of the acquisition described below, we are a
manufacturer and wholesaler of "advanced skylights" for use in warehouses,
schools, retail stores, airports and military installations.

Prior to our incorporation, there existed a company named "Ciralight, Inc."
(referred to herein as "Old Ciralight") that was in the advanced skylights
business. By the end of 2008, Old Ciralight was in dire financial straits and

was having difficulty retaining staff, making sales, paying for component parts
and other trade payables, paying its office and warehouse rents and servicing
its heavy debt load. In January 2009, several officers and directors resigned
from Old Ciralight and many of its employees either left the company or were
laid off.

On January 27, 2009, Old Ciralight granted Mr. George Adams, Sr., its only
secured creditor, the right to (i) manufacture the Old Ciralight product on an
exclusive basis and unconditionally and (ii) market and sell its product, and
agreed to ship all of its inventory to a facility owned or controlled by Mr.
Adams in Anaheim, California. For all intents and purposes, Old Ciralight ceased
its operations on January 27, 2009.

The only revenue recognized by Old Ciralight during the quarter ended March 31,
2009, resulted from sales orders for Suntracker products received in 2008 for
inventory items that were in inventory at December 31, 2008 and shipped during
January 2009. After January 27, 2009, no meaningful or material business
activities occurred in Old Ciralight For a few weeks thereafter, the Old
Ciralight's staff was reduced to two people who were charged with sorting out
the debts and winding down the business.

Mr. Adams began working with the people who would become the management and
principals of Ciralight Global, Inc. during February 2009 and such management
incorporated Ciralight Global, Inc. on February 26, 2009. The original plan
between Mr. Adams and Ciralight Global, Inc. was for Ciralight Global, Inc. to
handle sales, manufacturing, marketing and fulfillment of Ciralight products on
behalf of Mr. Adams. So, Ciralight Global, Inc. immediately began manufacturing
the Suntracker One(TM) products, leased warehouse space, negotiated with
suppliers for component parts, agreed to repair or replace defective products
that had been previously sold by Old Ciralight and installed by Old Ciralight's
dealers and contractors.

On March 15, 2009, Mr. Adams formally foreclosed on all of the assets of Old
Ciralight. By the end of March 2009, Mr. Adams and Ciralight Global, Inc.'s
management began negotiations pursuant to which Ciralight Global, Inc. would
purchase all of the foreclosed assets from Mr. Adams.

In April 2009, we entered into an Exchange of Stock for Assets Agreement with
Mr. George Adams, Sr. ("Adams Agreement") to acquire certain assets including,
but not limited to, a United States patent, patent applications pending in
Canada, Europe, Mexico and the United States, artwork, trademarks, equipment,
furniture, databases, technical drawings, promotional materials, trade names and
inventory parts and marketing rights related to the Suntracker One(TM) and
Suntracker Two(TM) products previously owned and distributed by Ciralight, Inc.,
a Utah corporation, such assets having been foreclosed on by Mr. Adams, who was
the secured creditor of Old Ciralight. We have no affiliation, contractual or
otherwise, with Old Ciralight.

In April 2009, we acquired all of the above described assets from Mr. Adams,
except for the United States patent and the patent applications pending in
Canada, Europe, Mexico and the United States, in exchange for 3,200,000 shares
of our common stock and 1,000,000 shares of our Series A Preferred Stock. In
December 2009, we acquired the United States patent and the patent applications
pending in Canada, Europe, Mexico and the United States from Mr. Adams in
exchange for the issuance by us of an additional 400,000 shares of our common
stock and a convertible promissory note in the amount of $250,000. The note was
convertible into shares of our common stock at a conversion rate of one share
per $.25 of outstanding principal and interest. Mr. Adams has subsequently
converted the note into common stock. As a result of this transaction, Mr. Adams
is our largest shareholder.

The Adams Agreement also granted Mr. Adams a royalty fee of $20.00 for each
Suntracker One(TM) and Suntracker Two(TM) unit or any future units that are
based on the patent rights we acquired from him. The maximum royalty fees
payable under the Adams Agreement is $2,000,000 based on the sale of 100,000
units.

Since we acquired the assets from Mr. Adams, we have worked diligently to
improve our brand image and the reputation of our Company and have been very
mindful of the potential impact that the defunct Ciralight, Inc. and Mr. Adams'
foreclosed on it assets could have or has had on the Company. We have worked
very hard to improve the SunTracker One(TM) and SunTracker Two(TM) products by
making them more reliable, more functional and more acceptable to dealers,

distributors and customers. We have developed excellent relationships with our
suppliers and we reached out to the customers who bought skylights from
Ciralight, Inc. (Old Ciralight) that may have malfunctioned and have replaced
parts and components as necessary by allowing such customers to buy replacement
parts and components at our cost. This program of reaching out to those
customers has reaped rewards for the Company as we are now receiving new orders
from some of Old Ciralight's customers. We do not believe that the fact that Old
Ciralight is defunct and has had its assets acquired by its creditors has had
any material impact on us due to our proactive engagement with our suppliers,
some of whom were creditors of Old Ciralight.

HOW TO CONTACT US

The Company's principal executive offices are located at 15303 Ventura Blvd.,
9th Floor, Sherman Oaks, CA 91403. Our telephone number is (877) 520-5005

COMPETITIVE BUSINESS CONDITIONS

The Company competes with many companies in the global markets and many of our
competitors are large, well funded companies who have substantially larger
staffs and resources than we have at the present time. Unlike the many companies
that compete in the global market manufacturing building materials, we are
unique. Few companies manufacture our product or anything similar in nature. We
intend to compete based on our unique technology and business and government
contacts within China.

FOREIGN CURRENCY RISK

The Company is selling products in the foreign arena and is exposed to foreign
currency fluctuations. However, since we quote our prices in U.S. Dollars, we do
not feel the risks normally associated with foreign currencies are material to
our business.

RAW MATERIALS AND SUPPLIES

The Company has contact with and access to numerous suppliers of the raw
materials and components needed to manufacture our skylights and is not
dependent on any one supplier or limited group of suppliers. The components
contained in our SunTracker(TM) system are supplied by third party manufacturers
and, in most cases, there are alternative sources for each component.

Our manufacturers include the following:

Manufacturer Component Location
------------ --------- --------
All Metals Mirror Assembly Texas
Angell & Giroux Lightwells California
Apex Plastics GPS Controller Case Texas
CanFab Roof curbs California
Empire Metal Products Lightwells/Roof curbs Arizona
KCC International Roof Curbs Kentucky
Malcolite Corporation Lenses California
Plastic Fabricating Lenses Utah
Ray's Plastics Skylight Dome California
Replex Plastics Skylight Dome Ohio
Solar Industries Dome Metal Frame Arizona
Suntron Corporation GPS Electronics and Assembly Texas

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

The Company does business with two major customers. Major customers are defined
as those customers whose annual revenue is greater to or equal to 10% of annual
revenue. Net sales for the years ended December 31, 2011 and 2010 include sales
to the following major customers, together with the receivables due from those
customers:

Sales
Year Ended December 31,
-----------------------
Customer 2011 2010
-------- ---- ----
Customer A $398,612 $ --
Customer B $173,829 $ 14,852

Accounts Receivable, as of
December 31,
-----------------------
Customer 2011 2010
-------- ---- ----
Customer A $ 57,873 $ --
Customer B $ 45,807 $ 8,618

EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS

The Company's common stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934 ("1934 Act"). As a result of such registration,
the Company is subject to Regulation 14A of the "1934 Act," which regulates
proxy solicitations. Section 14(a) requires all companies with securities
registered pursuant to Section 12(g) thereof to comply with the rules and
regulations of the Commission regarding proxy solicitations, as outlined in
Regulation 14A. Matters submitted to stockholders of the Company at a special or
annual meeting thereof or pursuant to a written consent will require the Company
to provide its stockholders with the information outlined in Schedules 14A or
14C of Regulation 14; preliminary copies of this information must be submitted
to the Commission at least 10 days prior to the date that definitive copies of
this information are forwarded to stockholders.

The Company is also required to file annual reports on Form 10-K and quarterly
reports on Form 10-Q with the Commission on a regular basis, and will be
required to disclose certain events in a timely manner, (e.g. changes in
corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.

We are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of
2002. If we are unable to timely comply with Section 404 or if the costs related
to compliance are significant, our profitability, stock price and results of
operations and financial condition could be materially adversely affected.

The Company is required to comply with the provisions of Section 404 of the
Sarbanes-Oxley Act of 2002, which requires that we document and test our
internal controls and certify that we are responsible for maintaining an
adequate system of internal control procedures for the 2011 fiscal year. We are
currently evaluating our existing controls against the standards adopted by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). During
the course of our ongoing evaluation and integration of the internal controls of
our business, we may identify areas requiring improvement, and we may have to
design enhanced processes and controls to address issues identified through this
review (see Item 9A, below for a discussion of our internal controls and
procedures).

We believe that the out-of-pocket costs, the diversion of management's attention
from running the day-to-day operations and operational changes caused by the
need to comply with the requirement of Section 404 of the Sarbanes-Oxley Act
could be significant. If the time and costs associated with such compliance
exceed our current expectations, our results of operations and the future
fillings of our Company could be materially adversely affected.

DEPENDENCE ON KEY EMPLOYEES AND NEED FOR ADDITIONAL MANAGEMENT AND PERSONNEL

The Company is heavily dependent on the ability of our President, Jeffrey S.
Brain, who has contributed essential technical and management experience to our
business. The Company will be dependent upon Mr. Brain to recruit good
management for the Company.

In the event of future growth in administration, marketing, manufacturing and
customer support functions, the Company may have to increase the depth and
experience of its management team by adding new members. The Company's success
will depend to a large degree upon the active participation of its key officers
and employees, as well as the continued service of its key management personnel
and its ability to identify, hire, and retain additional qualified personnel.
There can be no assurance that the Company will be able to recruit such
qualified personnel to enable it to conduct its proposed business successfully.

EMPLOYEES

As of March 18, 2011, we had six full time employees, and no part time
employees. We believe that our relations with our employee are good. Our
employees are not represented by a union or covered by a collective bargaining
agreement.

REPORTS TO SECURITY HOLDERS

The public may view and obtain copies of the Company's reports, as filed with
the Securities and Exchange Commission, at the SEC's Public Reference Room at
100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the Public
Reference Room is available by calling the SEC at 1-800-SEC-0330. Additionally,
copies of the Company's reports are available and can be accessed and downloaded
via the internet on the SEC's internet site at http://www.sec.gov.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company and are not required to provide the
information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

The Company does not own any real estate. We are currently subleasing our office
and warehouse facility at 670 E. Parkridge, Suite 112, Corona, California 92879
for $3,000 a month. The property is owned by one of our Directors, Frederick
Feck. This is a written lease and runs month to month. The space consists of
approximately 3,500 square feet. We occupied this warehouse facility from March
1, 2009, until September 30, 2009, on a rent free basis. From October 1, 2009,
until March 31, 2010, we occupied this warehouse facility under a verbal lease
for $3,000 per month. Our board of directors believes this new rental
arrangement is fair to the Company. SEE "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS."

ITEM. 3 LEGAL PROCEEDINGS.

We have no legal matters pending against us. On August 15, 2011 we filed a
collection action against Nature's Lighting for their failure to pay for product
purchased from us. The amount owed to us is $39,000 plus legal fees and costs.
On January 30, 2012 we were successful in obtaining a default judgment and now
are proceeding to collect the balance owed to us.

We are not currently defendants in any legal proceedings.

ITEM 4. (REMOVED AND RESERVED).

Not applicable

PART II

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

Our common stock is not currently traded or quoted on any national exchange. Our
stock is quoted on the OTCBB market under the symbol "CGHA."

Our common stock is considered a "penny stock." The application of the "penny
stock" rules to our common stock could limit the trading and liquidity of the
common stock, adversely affect the market price of our common stock and increase
your transaction costs to sell those shares. The Commission has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.

HOLDERS

As of March 23, 2012, there were approximately 178 shareholders of record of the
Company's Common Stock and one shareholder of record of the Company's Series A
Preferred Stock.

DIVIDENDS

The Company has not declared any cash dividends with respect to its common stock
or preferred stock during the last two fiscal years and does not intend to
declare dividends in the foreseeable future. There are no material restrictions
limiting or that are likely to limit the Company's ability to pay dividends on
its outstanding securities.

RECENT ISSUANCES OF UNREGISTERED SECURITIES

During the three month period ended March 31, 2011, a total of 56,000 shares of
common stock at $.50 per share were issued, consisting of 6,000 shares from
sales of our stock through a Private Placement Offering and 50,000 shares for
engineering and promotional services rendered.

During the three month period ended June 30, 2011, a total of 669,000 shares of
common stock were issued, consisting of 667,000 shares, at $.50 per share, from
sales of our stock through a Private Placement Offering and 2,000 shares from
the exercise of stock options at $.75 per share.

During the three month period ended September 30, 2011, a total of 278,360
shares of common stock were issued at $.50 per share, from sales of our stock
through a Private Placement Offering.

During the three month period ended December 31, 2011, a total of 30,000 shares
of common stock were issued at $.50 per share for marketing services rendered.

The above shares were issued in reliance on the exemption from registration
requirements of the 33 Act provided by Section 4(2) and Regulation D, Rule 506
promulgated thereunder, as the issuance of the stock did not involve a public
offering of securities based on the following:

* the investors represented to us that they were acquiring the
securities for their own account for investment and not for the
account of any other person and not with a view to or for
distribution, assignment or resale in connection with any distribution
within the meaning of the 33 Act;
* we provided each investor with written disclosure prior to sale that
the securities have not been registered under the 33 Act and,

therefore, cannot be resold unless they are registered under the 33
Act or unless an exemption from registration is available;
* the investors agreed not to sell or otherwise transfer the purchased
securities unless they are registered under the 33 Act and any
applicable state laws, or an exemption or exemptions from such
registration are available;
* each investor had knowledge and experience in financial and other
business matters such that he, she or it was capable of evaluating the
merits and risks of an investment in us;
* each investor was given information and access to all of our
documents, records, books, officers and directors, our executive
offices in Irvine, California and our warehouse facility in Corona,
California, pertaining to the investment and was provided the
opportunity to ask questions and receive answers regarding the terms
and conditions of the offering and to obtain any additional
information that we possesses or were able to acquire without
unreasonable effort and expense;
* each investor had no need for liquidity in their investment in us and
could afford the complete loss of their investment in us;
* we did not employ any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or
broadcast over television or radio;
* we did not conduct, hold or participate in any seminar or meeting
whose attendees had been invited by any general solicitation or
general advertising;
* we placed a legend on each certificate or other document that
evidences the securities stating that the securities have not been
registered under the 33 Act and setting forth or referring to the
restrictions on transferability and sale of the securities;
* we placed stop transfer instructions in our stock transfer records;
* we sold securities to less than 35 individuals who were not
"accredited investors" as defined in Rule 501 of Regulation D
promulgated under the 33 Act;
* no underwriter was involved in the offering and the only registered
broker-dealer involved in the offering was Dave Broderick/WBB
Securities to whom we paid commissions in the amount of $31,938; and
* we made independent determinations that such persons were
sophisticated or accredited investors and that they were capable of
analyzing the merits and risks of their investment in us, that they
understood the speculative nature of their investment in us and that
they could lose their entire investment in us.

ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

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

CAUTIONARY FORWARD - LOOKING STATEMENT

The following discussion should be read in conjunction with our financial
statements and related notes.

Certain matters discussed herein may contain forward-looking statements that are
subject to risks and uncertainties. Such risks and uncertainties include, but
are not limited to, the following:

* the volatile and competitive nature of our industry,
* the uncertainties surrounding the rapidly evolving markets in which we
compete,
* the uncertainties surrounding technological change of the industry,
* our dependence on its intellectual property rights,

* the success of marketing efforts by third parties,
* the changing demands of customers and
* the arrangements with present and future customers and third parties.

Should one or more of these risks or uncertainties materialize or should any of
the underlying assumptions prove incorrect, actual results of current and future
operations may vary materially from those anticipated. SEE ALSO the disclosures
under "Cautionary Statement" following the Table of Contents in this Annual
Report.

THE FOLLOWING DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL
CONDITION OF CIRALIGHT GLOBAL, INC., FOR YEARS ENDED DECEMBER 31, 2011 AND 2010,
AND FOR THE PERIOD FROM FEBRUARY 26, 2009 (INCEPTION) TO DECEMBER 31, 2009,
SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS, AND THE NOTES TO
THOSE FINANCIAL STATEMENTS THAT ARE INCLUDED IN PART IV, ITEM 15 ELSEWHERE IN
THIS FILING. REFERENCES TO "WE," "OUR," OR "US" IN THIS SECTION REFERS TO THE
COMPANY AND ITS SUBSIDIARIES. OUR DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS
BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS
OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. ACTUAL RESULTS AND THE
TIMING OF EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF FACTORS, INCLUDING THOSE
SET FORTH UNDER THE RISK FACTORS, FORWARD-LOOKING STATEMENTS AND BUSINESS
SECTIONS IN THIS PROSPECTUS. WE USE WORDS SUCH AS "ANTICIPATE," "ESTIMATE,"
"PLAN," "PROJECT," "CONTINUING," "ONGOING," "EXPECT," "BELIEVE," "INTEND,"
"MAY," "WILL," "SHOULD," "COULD," AND SIMILAR EXPRESSIONS TO IDENTIFY
FORWARD-LOOKING STATEMENTS.

OVERVIEW

Ciralight manufactures patented SunTracker(TM) lighting solutions that enable
commercial and industrial buildings to utilize sunlight to illuminate indoor
spaces. The SunTracker(TM) unit utilizes a solar powered GPS controller and
mirrors to direct sunlight through a skylight diffuser. The result is a self
contained, completely sustainable lighting solution that can offer up to 10.5
hours of free indoor light.

We add between one and three new dealers for our patented, SunTracker(TM) each
week. Denver-based AIA Industries, Inc., a leader in custom manufacture of
quality plastic and structural glass skylights for residential and commercial
applications, distributes Ciralight's SunTracker(TM). This is significant
because AIA makes their own custom line of skylights and decided to become a
dealer for Ciralight because they believe that our SunTracker(TM) technology is
the future of eco-friendly, energy-saving, natural light for businesses and
homes.

We entered into a strategic dealership agreement with Progressive Roofing, a
four-state, 8-office design/build and maintenance company responsible for such
projects as the Phoenix Cardinals Stadium in Glendale, AZ, the Palo Verde
Nuclear Plant in Tonopah, NV, Hartsfield Airport, Atlanta, GA, the Westin
Casuarina Resort in Grand Cayman, Bahamas, and many more trophy buildings.
Progressive has locations in California, Nevada, New Mexico and Texas, all
sunshine states, and for which installations of our Smart Skylights(TM) make the
most sense.

Mexico City-based, The Global Industry Solution, SA, is an authorized Ciralight
Global dealer for Mexico, who joined our other international dealerships in
Spain, El Salvador, Canada, South Korea, Turkey, Europe, Israel and Denmark. We

are currently in negotiations with companies in Japan, Indonesia, Brazil,
Columbia, China, Bolivia, Chili, and Poland.

The emphasis on energy-efficient "Green" buildings, maintenance and
sustainability make our Smart Skylights(TM) a very desirable addition when
architects and builders are planning new construction.

We are making good progress towards introducing our Smart Skylights(TM) for
homes, which, like our commercial Smart Skylights(TM), will be eligible to
receive federal, state and local tax credits and utility incentives as an Energy
Saving Green product. Our home Smart Skylights(TM) will deliver the same energy
saving benefits as our commercial Smart Skylights(TM), such as improved lighting
and improved health due to more natural light and reduced household utility
costs. Our 4'x8' SunTracker(TM) , will begin shipping within weeks and we are
presently receiving orders for this new popular addition to our product line.

We have completed new installations at the Columbus Zoo in Ohio, Market of
Choice in Corvallis, Oregon, Fanshawe College and Northern College in Canada, LG
facilities in Turkey, and Sahurita High School Gym and Riverside Elementary
School in Arizona. Next week we are shipping 48 of our Smart Skylights(TM), for
a new Whole Foods Market in Austin Texas and 27 for BD Biosciences in Northern
California. We continue to progress on dialogue we have had in the last few
months with such potential customers as the U.S. Army Corp of Engineers, City of
Los Angeles Mayor's Office, City of Los Angeles Building & Safety Department,
California Institute of Technology, American Honda Motor Co., U.S. Naval
Facilities Command, Toyota Motor Sales USA, Parsons Construction Co., Turner
Construction Company, Los Angeles Community Colleges District, Los Angeles
Unified School District, NASA, University of Alabama, Los Angeles County, and
others.

Every year, Ciralight Global promotes our SunTrackers(TM) at trade shows and
conventions to potential new customers. In 2011 we exhibited at numerous
conventions and energy shows including; The NASA Energy show at the Davidson
Space Center in Huntsville, Alabama (February 2011); Green California in
Sacramento, California (April 2011); Go-Green Expo in LosAngeles (April 2011);
Cal Tech Energy Efficiency Expo in Pasadena, California (May 2011); Lightfair
International in Philadelphia (May 2011); BEX-Asia in Singapore (September
2011); and USGBC's Greenbuild 2011 in Toronto, Canada (October 2011).

These trade shows give Ciralight the opportunity to meet decision makers in the
sustainable and green building industry. As we continue exhibiting at these
shows, it's evident that people are looking for new energy efficiency solutions
and are enthusiastic about our SunTracker(TM) products.

Throughout the year, Ciralight continued to grow our influential network of
distributors and dealers who independently push the marketing and sales of our
Ciralight SunTrackers(TM) around the world. During 2011, Ciralight surpassed a
significant milestone as we reached the signing of one hundred (100) Dealers
worldwide. The number of dealers is even larger today. Our approach is
systematic and methodical, as we build the infrastructure necessary to achieve
our significant long term growth and sales goals.

One of our most significant contracts signed during 2011 was with ABM
Industries. ABM Industries is one of the largest facility management companies
in the United States. ABM is currently training their nationwide team of 14,600
+ facility engineers on the details of our SunTracker(TM) skylights and will
begin recommending our SunTrackers(TM) as an energy saving solution for the
buildings they manage and maintain.

Ciralight Global has established distribution through Europe, South America,
Central America, North America and portions of Asia. In 2012, we will continue
our efforts to build a broad infrastructure of international distribution as
well as strategic relationships that in time, prove its value with significant
sales. Our goals involve having distribution on every continent and in every
country. Ciralight has spent this time to train, educate, and assist our new
dealers and distributors in marketing our products in their territories.

Our SunTrackers(TM) are an exceptional energy saving product, but, as with any
product, they require time to be specified into a building and ultimately
installed. The building industry sales cycle is often 9-12 months or more. As we

introduce our product to new dealers in new markets, it requires time to educate
and train their teams about our products and how to market our SunTrackers(TM)
effectively.

Once a customer decides they want to purchase our SunTrackers(TM), their
architect will draw up their plans; the plans must be approved by the local
agencies, and then construction begins. Often, we find that a new customer will
install a few SunTrackers(TM) as a test before eventually committing to a full
order. So it can be a lengthy sales process, yet we are seeing the rewards.

As awareness of the SunTracker(TM) has spread, so has the diversity of our
installation sites. SunTrackers(TM) were recently installed at the Amsterdam
International Airport, at Supermarkets in Turkey, at Hawker Centers in
Singapore, at two Colleges in Canada, and at a warehouse in Indonesia. This past
year our SunTrackers(TM) were also installed at three different Google sites, a
General Electric facility in Georgia, a Walgreens in Arizona, a West Marine in
Hawaii, and at numerous Eaton Corporation facilities. The New Year will start
strong with our first installation of 80 4'x8' SunTrackers(TM) for Caterpillar
at their Belgium Headquarters.

In January 2011, Ciralight received the prestigious Green Mark certification
from the Singapore Green Building Council endorsed by the government of
Singapore.

GreenTree Products Asia Pte, LTD., Ciralight's exclusive distributor for
Singapore, Malaysia and portions of Indonesia, secured the Singapore Green
Building Council certification. The certification is based on the SunTrackers
capability to bring abundant, consistent natural sunlight into building
interiors throughout the day; and Ciralight Global's commitment to environmental
practices throughout their own operations

The Green Mark Certification allows Singapore building owners that install
Ciralight SunTrackers to benefit from incentive programs and grants set up by
the Singapore government to encourage green-mindedness. As importantly,
installation of the Ciralight SunTrackers can help property owners obtain a BCA
Green Mark for their building, a meaningful distinction in the Singapore real
estate market.

Installations of Ciralight SunTrackers have been completed at Indonesian
warehouses, Singapore Hawker Centers, at the Singapore International Airport and
at one of the island's largest food companies. With the Green Mark
certification, 2012 looks to be a prominent year for GreenTreen Products Asia
and Ciralight SunTrackers. Ciralight SunTrackers(TM) have also been installed
throughout world by Whole Foods, Staples, Office Depot, Boeing, Google,
Caterpillar, LG, IKEA, Walgreens, Ace Hardware, Eaton, Fresh & Easy, Frito Lay,
Patagonia and more.

We renamed our products as of January 1st, 2011. Our products are no longer
referred to as SunTrackerOne, SunTrackerTwo, and SunTrackerThree. Instead, our
4'x4' SunTracker is now called the SunTracker 400, (with an option of a single
or triple mirror), and our 4'x8' SunTracker is now called the SunTracker 800.
When our smaller model for homes and classrooms is released, it will be called
the SunTracker 200. These new model names are simple, intuitive, and reinforce
the brand name and image.

We were incorporated in the state of Nevada on February 26, 2009, under the name
"Ciralight West, Inc." On March 13, 2009, we changed our name to "Ciralight
Global, Inc." In April 2009, we entered into an Exchange of Stock for Assets
Agreement with Mr. George Adams, Sr. to acquire certain assets including, but
not limited to, a United States patent, patent applications pending in Canada,
Europe, Mexico and the United States, artwork, trademarks, equipment, furniture,
databases, technical drawings, promotional materials, trade names and inventory
parts and marketing rights related to the Suntracker One(TM) and Suntracker
Two(TM) daylighting products previously owned and distributed by Ciralight,
Inc., a Utah corporation, such assets having been foreclosed on by Mr. Adams,
who was the secured creditor of Ciralight, Inc. We did not acquire any equity
securities, debts, liabilities or financial obligations of Ciralight, Inc., the
Prior Company. Ciralight, Inc. is a predecessor to Ciralight Global, Inc.,
although we have no affiliation, contractual or otherwise, with Ciralight, Inc.
or any of its employees, officers or directors. Ciralight, Inc. ceased
operations on January 27, 2009.

In April 2009, we acquired all of the above described assets from Mr. Adams,
except for the United States patent and the patent applications pending in
Canada, Europe, Mexico and the United States, in exchange for 3,200,000 shares
of our common stock and 1,000,000 shares of our Series A Preferred Stock. In
December 2009, we acquired the United States patent and the patent applications
pending in Canada, Europe, Mexico and the United States from Mr. Adams in
exchange for the issuance by us of an additional 400,000 shares of our common
stock and a convertible promissory note in the amount of $250,000. The
promissory note we issued to Mr. Adams is convertible into shares of our common
stock at a conversion rate of one share per $.25 of outstanding principal and
interest. As a result of this transaction, Mr. Adams is our largest shareholder
and has voting control over us.

As described in the above paragraphs, Ciralight, Inc. is a predecessor to
Ciralight Global, Inc., since the major portion of the business and assets of
Ciralight, Inc. were acquired by Ciralight Global, Inc. in a series of related
successions in each of which the acquiring person or entity acquired the major
portion of the business and assets of Ciralight, Inc.

In order to provide working capital, Ciralight Global, Inc. sold common stock
through a private placement that raised $1,300,000 with the sale of 5,200,000
shares at a price of $0.25 per share from April 30, 2009 to January 15, 2010.
During the third and fourth quarters of 2010, the Company sold common stock
through a private placement that raised $222,000 with the sale of 444,000 shares
at a price of $0.50 per share. During 2011, the Company sold common stock
through a private placement that raised $475,680 with the sale of 951,360 shares
at a price of $0.50 per share.

RISKS, UNCERTAINTIES AND TRENDS RELATING TO THE COMPANY AND INDUSTRY

The industrial lighting industry is intensely competitive. We have numerous
competitors in the United States and elsewhere. Several of these competitors
have already successfully marketed and commercialized products that compete with
our products. Our success is dependent up our ability to effectively and
profitably produce, market and sell our products. Our business strategy and
success is dependent on the skills and knowledge of our management team and
consultants. The marketability and profitability of our products is subject to
unknown economic conditions, which could significantly impact our business,
financial condition, the marketability of our products and our profitability. We
are vulnerable to the current economic crisis which may negatively affect our
profitability. Our success depends, in part, on the quality of our products.

Our SunTracker(TM) products provide natural daylighting that is a key component
in many current construction and existing structures. SunTrackers(TM) are
maintenance free, powered by the sun and completely self-contained. We are
currently marketing our SunTracker(TM) products to warehouse owners, roofing
companies, shopping centers, schools and military installations in the United
States. We are working on establishing sales in Canada, Mexico and overseas. The
market for advanced skylights is growing year over year due to pressures on
building owners, tenants, schools and government agencies to reduce energy
consumption and expense. The "green" movement, carbon footprint ideology and
other environmental initiatives should provide increased growth in our market
segment.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our management's discussion and analysis of our financial condition and results
of operations are based on our condensed financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements as well as the reported net sales and expenses
during the reporting periods. On an ongoing basis, we evaluate our estimates and
assumptions. We base our estimates on historical experience and on various other
factors that we believe are reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 3 to
our financial statements, we believe that the following accounting policies are
the most critical to aid the reader in fully understanding and evaluating this
discussion and analysis:

BASIS OF PRESENTATION - The accompanying financial statements have been prepared
in accordance with generally accepted accounting principles for financial
information and have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission for smaller reporting companies. In the
opinion of management, all adjustments, consisting of normal recurring accruals,
necessary for a fair presentation of the results of operations of the Company
for the years ended December 31, 2011, 2010 and the period from February 26,
2009 (inception) to December 31, 2009, have been reflected herein.

REVENUE RECOGNITION - Revenue on our skylights and parts are recognized when the
units or parts ship to the customer.

INCOME TAXES - The Company accounts for income taxes in accordance with
Accounting Standards Codification 740, INCOME TAXES ("ASC 740"). Deferred tax
assets and liabilities are determined based on the temporary differences between
the financial reporting and tax bases of assets and liabilities, applying
enacted statutory tax rates in effect for the year in which the differences are
expected to reverse. A valuation allowance is recorded when it is more likely
than not that some or all of the deferred tax assets will not be realized.

The Company uses a two-step approach to recognizing and measuring uncertain tax
positions accounted for in accordance with ASC 740. The first step is to
evaluate the tax position for recognition by determining if the weight of
available evidence indicates that it is more likely than not that the position
will be sustained on audit, including resolution of related appeals or
litigation processes, if any. The second step is to measure the tax benefit as
the largest amount that is more likely than not to be realized upon settlement.
The Company will classify the liability for unrecognized tax benefits as current
to the extent that the Company anticipates payment (or receipt) of cash within
one year. There were no significant matters determined to be unrecognized tax
benefits taken or expected to be taken in a tax return that have been recorded
on the Company's consolidated financial statements for the years ended December
31, 2011 and 2010.

The Company recognizes interest and penalties related to unrecognized tax
benefits in the tax provision. As of and for the years ended December 31, 2011
and 2010, there were no interest or penalties related to income taxes that have
been accrued or recognized.

INVENTORIES - Inventories, consisting primarily of finished skylight units and
parts for sale, are recorded using the average cost method. Inventory acquired
from the prior company was booked at the historical cost of the prior company.

EARNINGS PER SHARE - Earnings per share is computed in accordance with the
provisions of Financial Accounting Standards (FASB) Accounting Standards
Codification (ASC) Topic 260 (SFAS No. 128, "EARNINGS PER Share"). Basic net
income (loss) per share is computed using the weighted-average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted-average number of common shares outstanding during the
period, as adjusted for the dilutive effect of the Company's outstanding
convertible preferred shares using the "if converted" method and dilutive
potential common shares. Potentially dilutive securities include warrants,
convertible preferred stock, restricted shares, and contingently issuable
shares.

STOCK-BASED COMPENSATION - The Company accounts for stock-based compensation
under the provisions of FASB ASC 718 (Statement of Financial Accounting
Standards No. 123 (revised 2004), "SHARE-BASED PAYMENT"), which requires the
Company to measure the stock-based compensation costs of share-based
compensation arrangements based on the grant date fair value and generally
recognizes the costs in the financial statements over the employee's requisite
service period. Stock-based compensation expense for all stock-based
compensation awards granted was based on the grant date fair value estimated in
accordance with the provisions of FASB ASC 718.

SHIPPING AND HANDLING COSTS - The Company includes shipping and handling costs
that are billed to our customers in revenue and the actual costs incurred for
shipping and handling are included in cost of goods sold in accordance with the

provisions of FASB ASC 605-45-45-20. The related costs are considered necessary
to complete the revenue cycle.

WARRANTY COSTS - Commencing April 1, 2009, the Company provided a five-year
warranty covering the labor and materials associated with its installations.
Effective September 1, 2009, the Company changed the coverage to ten years in
the U.S. The Company's "advanced skylights" are warranted by the manufacturer
for 10 years, generally. The Company (at its option) will repair, replace or
give credit for the original purchase price on any of its products or parts. An
accrual for a loss contingency has been made, since warranty expenses to date
have been consistent and a reasonable estimate of future expenses can be made,
in accordance with FASB ASC 460-10-50-8 (c).

COMPREHENSIVE INCOME (LOSS) - FASB ASC Topic 220 (Statement of Financial
Accounting Standards No. 130, "REPORTING COMPREHENSIVE INCOME") establishes
standards for reporting comprehensive income (loss) and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income (loss), as defined, includes all
changes in equity during the period from non-owner sources, such as foreign
currency translation adjustments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In 2010, the Financial Accounting Standards Board ("FASB") issued an Accounting
Standards Update ("ASU") to address diversity in practice in interpreting the
pro forma revenue and earnings disclosure requirements for business
combinations. The ASU specifies that if a public entity presents comparative
financial statements, the entity should disclose revenue and earnings of the
combined entity as though the current year business combination(s) had occurred
as of the beginning of the comparable prior annual reporting period. We
prospectively adopted this ASU effective Q1 2011, with no material impact on our
consolidated financial statements.

In 2011, the FASB issued two ASUs which amend guidance for the presentation of
comprehensive income. The amended guidance requires an entity to present
components of net income and other comprehensive income in one continuous
statement, referred to as the statement of comprehensive income, or in two
separate, but consecutive statements. The current option to report other
comprehensive income and its components in the statement of stockholders' equity
will be eliminated. Although the new guidance changes the presentation of
comprehensive income, there are no changes to the components that are recognized
in net income or other comprehensive income under existing guidance. These ASUs
are effective for us in Q1 2012 and retrospective application will be required.
These ASUs will change our financial statement presentation of comprehensive
income but will not impact our net income, financial position, or cash flows.

In 2011, the FASB issued an ASU which intended to reduce complexity and costs by
allowing an entity the option to make a qualitative evaluation about the
likelihood of goodwill impairment to determine whether it should calculate the
fair value of a reporting unit. The ASU also expands upon the examples of events
and circumstances that an entity should consider between annual impairment tests
in determining whether it is more likely than not that the fair value of a
reporting unit is less than its carrying amount. The ASU is effective for us in
Q1 2012, with early adoption permitted. We do not expect adoption to have an
impact on our consolidated financial statements.

RESULTS OF OPERATIONS OF THE COMPANY

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2011 AND 2010

SALES. Net sales increased 44% from $774,105 in 2010 to $1,111,343 in 2011.

Sales and demand for our products have been increasing each quarter. This is a
result of our sales and marketing efforts, including greater visibility,
customer outreach, customer acceptance, and demonstrated return on investment.

COST OF SALES. Cost of sales increased 39% from $609,796 in 2010 to $849,184 in
2011. Cost of sales as a percentage of net sales decreased from 79% in 2010 to
76% in 2011.

Cost of sales consists of the cost of our products with related shipping and
warranty costs. The reduction of cost of sales as a percentage of net sales was
achieved as a result of the Company's implemented changes in its business
operations in the ongoing effort to decrease its cost of sales. These include
stricter controls over the movement of inventory to reduce losses, damage, and
waste, making improvements to the products in order to reduce warranty work,
implementing cost effective shipping options available through better
pre-planning and scheduling, managing inventory levels by scheduling production
to match demand forecasts, changing to more quality oriented suppliers,
negotiating more favorable manufacturing agreements, and implementing cost
reducing design changes.

GROSS PROFIT. Gross profit increased 60% from $164,309 in 2010 to $262,159 in
2011. Gross profit as a percentage of net sales increased from 21% for 2010 to
24% 2011.

Our gross profit has increased with continued product enhancements and
refinements to our production process.

OPERATING EXPENSES. Our operating expenses consist of research and development
expenses, selling and marketing expenses and general and administrative
expenses. Operating expenses decreased 2% from $1,189,111 in 2010 to $1,162,541
in 2011. Operating expenses as a percentage of net sales decreased from 154% in
2010 to 105% in 2011.

Research and development expenses decreased 39% from $61,459 in 2010 to $37,262
in 2011. Research and development as a percentage of net sales decreased from 8%
in 2010 to 3% in 2011. During 2010 and 2011, we improved the design and
operating efficiency of our product, including the development of our 4'x8'
Three(TM).

Selling and marketing expenses increased 14% from $211,151 in 2010 to $240,547
in 2011. Selling and marketing expense as a percentage of net sales decreased
from 27% for 2010 to 22% for 2011.

During 2010 and 2011, our marketing efforts have focused on exhibiting and
presenting our patented product line and the introduction of the Suntracker
Three(TM). In addition to our marketing strategy with architects and builders
planning new construction with the emphasis on energy-efficient "Green"
buildings, we have progressed towards introducing our Suntrackers(TM) for homes.

General and administrative expenses decreased 3% from $916,501 in 2010 to
$884,732 in 2011. General and administrative expenses as a percentage of net
sales decreased from 118% in 2010 to 80% in 2011. Lower expenses are a result of
the number of changes in the manner in which our business was operated that were
initiated in 2009 and fully implemented during 2010.

INCOME TAXES. Management has decided not to recognize the tax benefit for the
years ended December 31, 2011 and 2010.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS - COMPARISON OF THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Net cash used in operating activities was $679,285 for 2011 and resulted
primarily from a net loss of $927,072 partially offset by increases in other
payables and decreases in prepayments, deposits, deferred revenue and notes
receivable. Net cash used in operating activities was $615,464 for 2010 and
resulted primarily from a net loss of $1,034,416 partially offset by increases
in accounts payable and decreases in accounts receivables, prepayments and
deposits.

Net cash flow used in investing activities was $4,262 for 2011. There was no
cash used in investing activities for 2010.

Net cash provided by financing activities was $577,882 for 2011 and resulted
primarily from the sale of common stock for $475,680 and related party advances
of $100,000. Net cash provided by financing activities was $552,819 for 2010 and

resulted primarily from the sale of common stock for $280,000 and proceeds from
a note payable of $275,000.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

CONTRACTUAL OBLIGATIONS

We have certain fixed contractual obligations and commitments that include
future estimated payments. Changes in our business needs, cancellation
provisions, changing interest rates, and other factors may result in actual
payments differing from the estimates. We cannot provide certainty regarding the
timing and amounts of payments. We have presented below a summary of the most
significant assumptions used in our determination of amounts presented in the
tables, in order to assist in the review of this information within the context
of our consolidated financial position, results of operations and cash flows.

The following table summarizes our contractual obligations as of December 31,
2011, and the effect these obligations are expected to have on our liquidity and
cash flows in future periods.

Payments Due by Period
--------------------------------------------------------------------
Total Less than 1 year 1-3 Years 3-5 Years 5 years +
----- ---------------- --------- --------- ---------

Contractual Obligations:
Operating Leases $ 43,800 $ 43,800 $ -- $ -- $ --
Commitments to Purchase Inventory 42,235 43,304 -- -- --
-------- -------- -------- -------- --------
Totals: $ 86,035 $ 86,035 $ -- $ -- $ --
======== ======== ======== ======== ========

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements and supplementary data may be found beginning at page
F-1.

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

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our principal
executive officer of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on this evaluation, our principal
executive officer concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act
of 1934) were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management evaluated our internal control over financial reporting and there
have been no changes during the fiscal quarter ended December 31, 2011 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We are responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.

This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to an exemption for smaller reporting companies under
Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives.

Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of our internal control over financial reporting as of December
31, 2011. In making this assessment, we used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control--Integrated Framework. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of December 31,
2011, our internal control over financial reporting was not effective in the
following area:

TIMELY RECONCILIATION OF ACCOUNTS

During the December 31, 2011 and December 31, 2010 audits, a large number of
adjusting journal entries were proposed to properly reconcile account balances
at year end. A large number of adjusting journal entries being proposed during
the audit process suggests that the Company's financial records are not properly
reconciled at year end. This is an indication that the Company's controls may
not be operating effectively to ensure that accounts are reconciled on a timely
basis.

ITEM 9B. OTHER INFORMATION.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item regarding our directors, executives and
corporate governance will be set forth in our Proxy Statement to be filed in
connection with our 2012 Annual Meeting of Shareholders (the "Proxy Statement")
and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item regarding executive compensation will be
set forth in our Proxy Statement and is incorporated herein by reference.

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

The information required by this Item regarding security ownership of certain
beneficial owners and management and related shareholder matters will be set
forth in our Proxy Statement and is incorporated herein by reference.

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

The information required by this Item regarding certain relationships and
related transactions and director independence will be set forth in our Proxy
Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this Item regarding principal accountant fees and
services will be set forth in our Proxy Statement and is incorporated herein by
reference.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) Financial Statements

Financial statements for Ciralight Global, Inc. listed in the Index to
Financial Statements and Supplementary Data on page F-1 are filed as part
of this Annual Report.

(a) (2) Financial Statement Schedule

Financial Statement Schedule for Ciralight Global, Inc. listed in the Index
to Financial Statements and Supplementary Data on page F-1 are filed as
part of this Annual Report.

(a) (3) See the "Index to Exhibits" set forth below.

(b) See Exhibit Index below for exhibits required by Item 601 of Regulation S-K

EXHIBIT INDEX

List of Exhibits attached or incorporated by reference pursuant to Item 601 of
Regulation S-B

Exhibit No. Description
----------- -----------
3(i).1* Articles of Incorporation of Ciralight West, Inc. filed February
26, 2009, with the Secretary of

3(i).2* Certificate of Amendment to the Articles of Incorporation filed on
March 13, 2009, with the Secretary of State of Nevada(changing
name to Ciralight Global, Inc.).

3(i).3* Certificate of Amendment to the Articles of Incorporation filed on
April 22, 2009, with the Secretary of State of Nevada.

3(ii)* By-Laws of Ciralight Global, Inc.

4.1* Certificate of Designation of Series A Preferred Stock filed on
July 22, 2009, with the Secretary of State of Nevada

4.2** 2010 Employee and Consultant Stock Incentive Plan

4.3*** 2012 Employee and Consultant Stock Incentive Plan

10.1* Exchange of Stock for Assets Agreement dated as of April 1, 2009,
by and between Ciralight Global, Inc. and George Adams, Sr.

10.2* Amendment to Exchange of Stock for Assets Agreement by and between
Ciralight Global,Inc. and George Adams, Sr. dated December 15,
2009.

10.3* Assignment of Issued United States Patent and Pending United
States Patent Application dated December 17, 2009

10.4* Domestic Non-Exclusive Dealer Agreement(undated and unsigned
prototype)

10.5* Domestic Non-Exclusive Distribution Agreement(undated and unsigned
prototype)

10.6* Domestic Non-Exclusive Dealer Agreement by and between Ciralight
Global, Inc. and Globalight Energy Solutions, LLC dated as of
December 1, 2009

10.7* Domestic Non-Exclusive Dealer Agreement by and between Ciralight
Global, Inc. and Chaparral Green Energy Solutions, LLC dated as of
January 1, 2010

10.8* Domestic Non-Exclusive Dealer Agreement dated December 1, 2009, by
and between Ciralight Global, Inc. and Green Tech Design-Build,
Inc.

10.9* International Distribution Agreement dated January 15, 2010, by
and between Ciralight Global, Inc. and ZEEV Shimon & Sons, Ltd.

10.10* International Dealership Agreement dated June 18, 2009, by and
between Ciralight Global, Inc. and RSB Construction LTD.

10.11* Domestic Non-Exclusive Dealer Agreement dated April 1, 2010, by
and between Ciralight Global, Inc. and J-MACS Consulting, LLC.

10.12* Domestic Non-Exclusive Dealer Agreement dated April 15, 2010, by
and between Ciralight Global, Inc. and The Energy Solutions Group
Worldwide, LLC.

10.13* Domestic Non-Exclusive Dealer Agreement dated April 15, 2010, by
and between Ciralight Global, Inc. and Kemper & Associates, Inc.,
d/b/a Total Roofing & Reconstruction.

10.14* Domestic Non-Exclusive Dealer Agreement dated December 1, 2009, by
and between Ciralight Global, Inc. and Eco-Smart, Inc.

10.15* Commercial Lease Agreement dated April 1, 2010, by and between
Ciralight Global, Inc. and Frederick Feck.

10.16* Material Liability Agreement dated September 3, 2009, by and
between Ciralight Global, Inc. and Suntron Corporation.

10.17* Material Terms and Conditions of Verbal Office Lease for Executive
Offices in Irvine, California.

10.18* Material Terms and Conditions of Verbal Office Lease for
Warehouse/Offices in Corona, California

14* Code of Business Conduct and Ethics

21***** Subsidiaries.

31.1**** Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350

31.2**** Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350

32.1**** 906 Certification of Principal Executive Officer

32.2**** 906 Certification of Principal Financial Officer

101***** Interactive data files pursuant to Rule 405 of Regulation S-T.

----------
* Incorporated by reference from the Company's Form S-1 registration
statement filed with the Securities and Exchange Commission (File No.
333-165638) that went effective on July 29, 2010.
** Incorporated by reference Exhibit 99.1 of the Company's Form 8-K Current
Report filed with the Commission on January 6, 2010.
*** Incorporated by reference to Exhibit 4.1 of the Company's Post-effective
Amendment No. 1 to Form S-8 registration statement filed with the
Commission on February 14, 2012.
**** Filed herewith.
***** Previously filed.

SIGNATURES

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

Ciralight Global, Inc.

Dated: August 20, 2012 /s/ Jeffrey S. Brain
-------------------------------------
By: Jeffrey S. Brain
Its: President and Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

Dated: August 20, 2012 /s/ Jeffrey S. Brain
-------------------------------------
By: Jeffrey S. Brain
Its: President, Chief Executive Officer
and Director (Principal Executive
Officer)

Dated: August 20, 2012 /s/ Jarett Fenton
-------------------------------------
By: Jarett Fenton
Its: Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

Dated: August 20, 2012 /s/ Frederick Feck
-------------------------------------
By: Frederick Feck
Its: Corporate Secretary and Director

CIRALIGHT GLOBAL, INC.

INDEX TO FINANCIAL STATEMENTS
Page
Number
------

Report of Independent Registered Public Accounting Firm F-2

Balance Sheets as of December 31, 2011 and 2010 F-3

Statements of Operations for the years ended December 31, 2011 and
December 31, 2010 F-4

Statement of Changes in Stockholder's Equity (Deficit) for the years ended
December 31, 2011 and December 31, 2010 F-5

Statements of Cash Flows for the years ended December 31, 2011 and
December 31, 2010 F-6

Notes to Financial Statements F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ciralight Global, Inc.
Sherman Oaks, California

We have audited the accompanying balance sheets of Ciralight Global, Inc. as of
December 31, 2011 and 2010, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ciralight Global, Inc. as of
December 31, 2011 and 2010, and the results of its operations and its cash flows
for the years then ended, in conformity with U.S. generally accepted accounting
principles.

/s/ HJ Associates & Consultants, LLP
-----------------------------------------------
HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 30, 2012

F-2

CIRALIGHT GLOBAL, INC
BALANCE SHEETS

December 31,
-----------------------------------
2011 2010
------------ ------------

ASSETS

CURRENT ASSETS:
Cash $ 97,443 $ 203,108
Restricted Cash 7,600 --
Accounts receivable 175,235 148,787
Notes receivable - related party -- 75,454
Inventory 197,619 228,106
Prepaid expenses and other current assets 16,090 53,804
------------ ------------
TOTAL CURRENT ASSETS 493,987 709,259
------------ ------------
Property and equipment, net 6,928 10,024
Intangible assets, net 27,198 28,861
------------ ------------

TOTAL ASSETS $ 528,113 $ 748,144
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 128,764 $ 211,015
Advances payable - related party 300,000 200,000
Accrued Expenses - related party 151,813 18,249
Deferred Revenue 30,932 --
Other payables 18,426 27,123
------------ ------------
TOTAL CURRENT LIABILITIES 629,935 456,387
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock - $.001 par value; 10,000,000 shares authorized,
1,000,000 Redeemable Series A Preferred shares issued and outstanding 1,000 1,000
Common stock - $.001 par value; 50,000,000 shares authorized,
14,322,567 and 13,289,207 shares issued and outstanding, respectively 14,322 13,289
Additional paid-in capital 2,664,633 2,132,173
Accumulated deficit (2,781,777) (1,854,705)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (101,822) 291,757
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 528,113 $ 748,144
============ ============

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

F-3

CIRALIGHT GLOBAL, INC.
STATEMENTS OF OPERATIONS

For the Years Ended
December 31,
-----------------------------------
2011 2010
------------ ------------

Sales $ 1,111,343 $ 774,105
Cost of goods sold 849,184 609,796
------------ ------------
Gross profit 262,159 164,309
------------ ------------
OPERATING EXPENSES
Research and development expenses 37,262 61,459
Selling and marketing expenses 240,547 211,151
General and administrative expenses 884,732 916,501
------------ ------------
TOTAL OPERATING EXPENSES 1,162,541 1,189,111
------------ ------------
Loss from operations (900,382) (1,024,802)
------------ ------------
OTHER EXPENSE
Interest expense, net (44,337) (9,614)
Gain on extinguishment of debt 17,647 --
------------ ------------
TOTAL OTHER EXPENSE (26,690) (9,614)
------------ ------------

NET LOSS $ (927,072) $ (1,034,416)
============ ============

BASIC LOSS PER SHARE $ (0.07) $ (0.09)
============ ============
WEIGHTED AVERAGE SHARES USED IN
PER SHARE CALCULATION 13,947,917 11,729,651
============ ============

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

F-4

CIRALIGHT GLOBAL, INC
STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

Preferred Stock Common Stock
--------------- ---------------- Additional
Par Par Paid in Accumulated Total
Shares Value Shares Value Capital Deficit Equity
------ ----- ------ ----- ------- ------- ------

BALANCE DECEMBER 31, 2009 1,000,000 1,000 10,368,000 10,368 1,225,665 (820,289) 416,744

Common Stock Issued For Private
Placement at $0.25 -- -- 232,000 232 57,768 -- 58,000

Common Stock Issued For Private
Placement at $0.50 -- -- 444,000 444 221,556 -- 222,000

Common Stock Issued As Anti-Dilution
Shares For Compensation And Services
Rendered at $0.25 -- -- 282,353 282 70,306 -- 70,588

Common Stock Issued For Accrued
Compensation at $0.25 -- -- 359,505 359 89,517 -- 89,876

Common Stock Issued For Conversion
of Notes Payable and Interest at $0.25 -- -- 1,552,408 1,553 386,549 -- 388,102

Common Stock Issued For Conversion
of Notes Payable and Interest at $0.50 -- -- 50,941 51 25,419 -- 25,470

Stock Options Issued For Services -- -- -- -- 51,574 -- 51,574

Stock Offering Costs -- -- -- -- (2,181) -- (2,181)

Rent Donation by Related Party -- -- -- -- 6,000 -- 6,000

Net Loss -- -- -- -- -- (1,034,416) (1,034,416)
--------- ------- ---------- ------- ---------- ----------- -----------
BALANCE DECEMBER 31, 2010 1,000,000 1,000 13,289,207 13,289 2,132,173 (1,854,705) 291,757

Common Stock Issued For Private
Placement at $0.50 -- -- 951,360 951 474,729 -- 475,680

Common Stock Issued For Services
at $0.50 -- -- 80,000 80 39,920 -- 40,000

Common Stock Issued From Exercise
of Stock Options at $0.75 -- -- 2,000 2 1,498 -- 1,500

Stock Offering Costs -- -- -- -- (1,300) -- (1,300)

Stock Options Issued For Services -- -- -- -- 9,611 -- 9,611

Stock Options Issued For Financing Costs -- -- -- -- 34,440 -- 34,440

Commissions on Sales of Common Stock -- -- -- -- (32,438) -- (32,438)

Rent Donation by Related Party -- -- -- -- 6,000 -- 6,000

Net Loss -- -- -- -- -- (927,072) (927,072)
--------- ------- ---------- ------- ---------- ----------- -----------

BALANCE DECEMBER 31, 2011 1,000,000 $ 1,000 14,322,567 $14,322 $2,664,633 $(2,781,777) $ (101,822)
========= ======= ========== ======= ========== =========== ===========

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

F-5

CIRALIGHT GLOBAL, INC
STATEMENTS OF CASH FLOWS

For the Years Ended
December 31,
-----------------------------------
2011 2010
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (927,072) $ (1,034,416)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for compensation and services 40,000 --
Options issued for services 9,611 51,574
Depreciation and amortization 9,021 11,976
Contribution of rent from a related party 6,000 6,000
Bad debt expense 25,896 39,273
Gain on extinguishment of debt (17,647) --
Changes in operating assets and liabilities
(Increase) decrease in Restricted Cash (7,600) --
(Increase) decrease in Deferred Revenue 30,932 --
(Increase) decrease in inventory 30,487 (51,585)
(Increase) decrease in accounts receivable (52,344) 112,487
(Increase) decrease in prepayments and deposits 37,715 81,587
(Increase) decrease in note receivable - related party 35,244 (5,589)
Increase (decrease) in accounts payable (42,042) 156,596
Increase in other payables 142,514 16,633
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (679,285) (615,464)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business assets (4,262) --
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (4,262) --
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash from sale of common stock 475,680 280,000
Cash from exercise of options 1,500 --
Options issued for financing costs 34,440 --
Payments of commission on common stock sales (32,438) --
Proceeds from advances payable - related party 100,000 --
Proceeds from note payable -- 275,000
Stock offering costs (1,300) (2,181)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 577,882 552,819
------------ ------------
Net (decrease) increase in cash (105,665) (62,645)
Cash, beginning of period 203,108 265,753
------------ ------------

CASH, END OF PERIOD $ 97,443 $ 203,108
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ 9,614
============ ============
Income taxes paid $ -- $ --
============ ============
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for accrued compensation $ -- $ 89,876
============ ============
Debt and liabilities settled with common stock $ -- $ 484,160
============ ============
Exchange of Note Receivable for Legal Fees $ 40,210 $ --
============ ============

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

F-6

CIRALIGHT GLOBAL, INC.
NOTES TO THE FINANCIAL STATEMENTS

1. Background and Basis of Presentation:

Ciralight Global, Inc. (the "Company") was incorporated in the State of Nevada
on February 26, 2009. The Company is in the business of designing, developing,
and distributing proprietary advanced day lighting systems for traditional
non-residential markets that benefit from natural lighting.

In April 2009, we entered into an Exchange of Stock for Assets Agreement with
Mr. George Adams, Sr. ("Adams Agreement") to acquire certain assets including,
but not limited to, a U.S. patent, patent applications pending in Canada,
Europe, Mexico and the United States, artwork, trademarks, equipment, furniture,
databases, technical drawings, promotional materials, trade names and inventory
parts and marketing rights related to the SunTracker One(TM) and SunTracker
Two(TM) daylighting products previously owned and distributed by Ciralight,
Inc., a Utah corporation, such assets having been foreclosed on by Mr. Adams,
who was the secured creditor of Ciralight, Inc. Ciralight, Inc. is a predecessor
to the Company, although we have no affiliation, contractual or otherwise, with
Ciralight, Inc. or any of its employees, officers or directors.

Ciralight, Inc., the company whose assets were foreclosed on by Mr. Adams, was
also in the business of designing, developing, and distributing proprietary
advanced day lighting systems for traditional non-residential markets that
benefit from natural lighting. Ciralight, Inc. ceased operations on March 14,
2009, following the foreclosure by Mr. Adams. Since the acquisition of the
assets was through a foreclosure, the former company and its officers remain
liable for the Ciralight Inc.'s debts and the Company has no financial
responsibility for those debts. None of the employees or management of Ciralight
Inc. are involved in the Company. The business operations of our Company are
located in Irvine, California and the Company operates with four employees, the
Chief Executive Officer, the Chief Financial Officer / Chief Operations Officer,
a warehouse manager and an executive assistant.

In April 2009, we acquired all of the above described assets from Mr. Adams,
except for the U.S. patent and the patent applications pending in Canada,
Europe, Mexico and the United States, in exchange for 3,200,000 shares of our
common stock and 1,000,000 shares of our Series A Preferred Stock. On December
15, 2009, we acquired the U.S. patent and patent applications pending in Canada,
Europe, Mexico and the United States from Mr. Adams in exchange for the issuance
by us of an additional 400,000 shares of our common stock and a convertible
promissory note in the amount of $250,000. The note is convertible into shares
of our common stock at a conversion rate of one share per $.25 of outstanding
principal and interest. As a result of this transaction, Mr. Adams is our
largest shareholder. Aside from our U.S. patent and our four pending patent
applications, we have no other patent rights.

Reclassifications

Certain balances in prior year financial statements have been reclassified to
conform to the current year presentation.

2. Liquidity and Operations:

The Company had net losses of $927,072, and $1,034,416 for the years ended
December 31, 2011, and December 2010, respectively,

As of December 31, 2011, the Company had cash of approximately $105,000. In
addition, the Company had accounts receivable of approximately $175,000,
inventory on hand at a cost valuation of approximately $198,000, all fully paid
for, and accounts payable of approximately $129,000. The revolving line of
credit consists of advances from related parties and amounted to $300,000 as of
December 31, 2011. The Company finalized an agreement with the Adams family in
which the Company will grant one stock option for each dollar loaned by the

F-7

Adams family for the maximum amount borrowed by the Company against the line of
credit. The agreement is for a term of one year and the options will have an
exercise price of $.50 per option, will be exercisable over five years and will
vest quarterly, based on the amount of credit line outstanding at the end of
each calendar quarter. In addition, the interest rate agreed upon is 2% over the
treasury rate on the outstanding amount of the credit line.

The Company has experienced losses primarily attributable to research,
development, marketing and other costs associated with the strategic plan to
develop as a world class supplier of sustainable lighting technologies. Cash
flows from operations have not been sufficient to meet our obligations.
Therefore, we have had to raise funds through several financing transactions. At
least until we reach breakeven volume in sales and develop and/or acquire the
capability to manufacture and sell our products profitably, we will need to
continue to rely on cash from external financing sources. Our operations during
the year ended December 31, 2011 were financed by product sales contracts,
common stock issuances, as well as from working capital reserves. At fiscal year
end, the Company had $105,000 of cash and cash equivalents and short term
investments. As discussed in Note 14 below, on March 23, 2012, the company
obtained an additional $500,000 line of credit to meet operational and working
capital needs. Management believes that with the additional line of credit that
there is sufficient liquidity to carry on operations for the next twelve months.
However, there can be no assurance that management will be able to fully deliver
on its business plans.

3. Summary of Significant Accounting Policies:

Concentration of Cash Risk

The Company maintains its cash accounts primarily with banks located in Utah.
The total cash balances are insured by the FDIC up to $250,000 per bank. At
times, the amount of the Company's cash and cash equivalent exceeds the balance
insured by the FDIC.

Accounts Receivable - The Company's accounts receivable are unsecured and the
Company is at risk to the extent such amounts become uncollectible. Management
continually monitors accounts receivable balances and provides for an allowance
for doubtful accounts at the time collection becomes questionable based on
payment history or age of the receivable. The Company sells products and
services generally on terms of receiving a 50% deposit prior to shipment and the
remaining 50% within 21 days of date of shipment. The Company charges nominal
financing fees on late payments. Accounts receivable are charged to the
allowance for bad debts when the Company has exhausted all reasonable means of
collection. At December 31, 2011, management deemed that all accounts receivable
were fully collectible and that no bad debt reserve was required.

Inventory - Inventory consists of finished units, parts and packaging materials
and is stated at lower of historical cost or current cost. Management will
establish a reserve for damaged and discontinued inventory when determined
necessary. At December 31, 2011 no reserve was required.

Property and Equipment - Property and equipment are stated at historical cost,
which consists of the net book value of the assets carried on the prior
company's books. Depreciation is computed over the estimated useful lives of the
assets using the straight-line method generally over a 3- to 5-year period.
Leasehold improvements will be amortized on the straight-line method over the
life of the related lease. Expenditures for ordinary maintenance and repairs are
charged to expense as incurred. Upon retirement or disposal of assets, the cost
and accumulated depreciation are eliminated from the account and any gain or
loss is reflected in the statement of operations. Depreciation expense for
property and equipment is recorded as either cost of goods sold or general and
administrative expense, depending on the use of the assets.

Stock Offering Costs - During 2010 and 2011, the Company recorded the
organizational costs associated with the private placement offering as
additional paid in capital and expensed the costs associated with taking the
company public.

F-8

Impairment of Long Lived Assets - The Company evaluates its long-lived assets
for impairment, in accordance with FASB ASC 360-10, when events or changes in
circumstances indicate that the related carrying amount may not be recoverable.
Impairment is considered to exist if the total estimated future cash flow on an
undiscounted basis is less than the carrying amount of the related assets. An
impairment loss is measured and recorded based on the discounted estimated
future cash flows. Changes in significant assumptions underlying future cash
flow estimates or fair values of assets may have a material effect on the
Company's financial position and results of operations. No such impairment was
indicated at December 31, 2011.

Shipping and Handling Costs - The Company includes shipping and handling costs
that are billed to our customers in revenue and the actual costs incurred for
shipping and handling are included in costs of goods sold in accordance with the
provisions of FASB ASC 605-45-45-20. The related costs are considered necessary
to complete the revenue cycle.

Revenue Recognition - The Company recognizes revenue from product sales when
persuasive evidence of an arrangement exists, shipment has occurred, the
seller's price to the buyer is fixed or determinable and collectability is
reasonably assured.

Warranty Costs - Commencing April 1, 2009, the Company provided a five-year
warranty covering the labor and materials associated with its installations.
Effective September 1, 2009, the Company changed the coverage to ten years in
the U.S. The Company's "advanced skylights" are warranted by the manufacturer
for 10 years, generally. The Company (at its option) will repair, replace or
give credit for the original purchase price on any of its products or parts. An
accrual for a loss contingency has been made, since warranty expenses to date
have been consistent and a reasonable estimate of future expenses can be made,
in accordance with FASB ASC 460-10-50-8 (c)).

Changes in the liability for product warranty were as follows:
Product
Warranty
--------
Liability at December 31, 2009 $ 9,476

Settlements made during the period (7,425)
Change in liability for warranties issued during the period 4,415
Change in liability for preexisting warranties 3,010
-------
Liability at December 31, 2010 $ 9,476

Settlements made during the period --
Change in liability for warranties issued during the period --
Change in liability for preexisting warranties --
-------

Liability at December 31, 2011 $ 9,476
=======

Research and Development Expenses - Research and development expenses are
charged to operations in the period incurred. The amounts expensed for the years
ended December 31, 2011, and 2010 were $37,262, and $61,459, respectively.

Selling and Marketing Expenses - Selling and marketing expenses are expensed as
incurred. These expenses were $240,547, and $211,151, respectively, for the
years ended December 31, 2011, and December 31, 2010 and consisted of the
following:

F-9

2011 2010
-------- --------
Booth rental and advertising fees $ 26,827 $ 17,367
Event staffing, travel and shipping 53,943 25,705
Marketing consultants and materials 69,167 29,326
Royalty fees 22,140 13,240
Commissions 63,210 111,393
Sales support, recruitment and travel 5,260 14,120
-------- --------

Total Selling and Marketing Expenses $240,547 $211,151
======== ========

The Adams Agreement described in Note 1 above, also granted Mr. Adams a royalty
fee of $20.00 for each SunTracker One(TM) and SunTracker Two(TM) unit or any
future units that are based on the patent rights we acquired from him. The
maximum royalty fees payable under the Adams Agreement is $2,000,000 based on
the sale of 100,000 units. At December 31, 2011, accrued royalties in the amount
of $35,389, related to our sale of 1,769 units, is reflected on our financial
statements.

General and Administrative Expenses - General and administrative expenses are
expensed as incurred. These expenses were $884,732, and $916,501, respectively,
for the years ended December 31, 2011 and December 31, 2010 and consisted of the
following:

2011 2010
-------- --------
Computer and internet 17,723 13,042
Insurance 60,554 32,824
Membership fees 4,452 6,445
Payroll and compensation 486,407 340,096
Accounting fees 94,227 104,728
Legal fees 39,111 152,871
Consulting fees 40,987 89,018
Rent and occupancy expenses 12,823 20,186
Warehouse expenses 65,022 54,706
Travel expenses 19,800 21,839
Office and administrative expenses 17,730 41,473
Bad debt expense 25,896 39,273
-------- --------

Total General & Administrative Expenses $884,732 $916,501
======== ========

Concentrations of Credit Risk - Credit risk represents the accounting loss that
would be recognized at the reporting date if counterparties failed completely to
perform as contracted. Concentrations of credit risk (whether on or off balance
sheet) that arise from financial instruments exist for groups of customers or
counterparties when they have similar economic characteristics that would cause
their ability to meet contractual obligations to be similarly affected by
changes in economic or other conditions.

Financial instruments potentially subjecting the Company to concentrations of
credit risk consist principally of accounts receivable. As of December 31, 2011,
three distributors had balances representing 72% or more of the Company's
accounts receivable.

Use of Estimates - The preparation of the financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the balance sheet and the reported amounts of revenue

F-10

and expenses during the reporting period. Significant estimates include the
Company's debt discount, and share-based compensation expense. Actual results
could differ from these estimates.

Stock-Based Compensation - The Company accounts for stock-based compensation
under the provisions of FASB ASC 718 (Statement of Financial Accounting
Standards No. 123 (revised 2004), "SHARE-BASED PAYMENT"), which requires the
Company to measure the stock-based compensation costs of share-based
compensation arrangements based on the grant date fair value and generally
recognizes the costs in the financial statements over the employee's requisite
service period. Stock-based compensation expense for all stock-based
compensation awards granted was based on the grant date fair value estimated in
accordance with the provisions of FASB ASC 718.

The Company measures compensation expense for its non-employee stock-based
compensation under FASB ASC 505-10 and 50, "Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services". The fair value of the option issued is used to
measure the transaction, as this is more reliable than the fair value of the
services received. The fair value is measured at the value of the Company's
common stock on the date that the commitment for performance by the counterparty
has been reached or the counterparty's performance is complete. The fair value
of the equity instrument is charged directly to compensation expense and
additional paid-in capital.

The Company recognizes stock compensation expense by recording employee
stock-based compensation using the fair value recognition provisions of
Accounting Standards Codification ("ASC") Topic 718 ("ASC 718") using the
modified prospective transition method, and recording non-employee stock-based
compensation expense in accordance with ASC Topic 505.

Income Taxes - The Company accounts for its income taxes under the provisions of
FASB-ASC-10 "Accounting for Income Taxes." This statement requires the use of
the asset and liability method of accounting for deferred income taxes. Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax reporting purposes, at the applicable enacted
tax rates. The Company provides a valuation allowance against its deferred tax
assets when the future realizability of the assets is no longer considered to be
more likely than not.

Convertible Notes Payable - The Company accounts for its convertible notes
payable under the provisions of FASB ASC 470 (Staff Position No. APB 14-1
"Accounting for Convertible Debt Instruments that may be Settled in Cash upon
Conversion (including partial cash settlement"). FASB ASC 470 clarifies that
convertible debt instruments that may be settled in cash upon conversion
(including partial cash settlement) are not addressed by FASB ASC 470-20-65-1
(paragraph 12 of APB Opinion No. 14, "Accounting for Convertible Debt and Debt
Issued with Stock Purchase Warrants"). Additionally, FASB ASC 470 specifies that
issuers of such instruments should separately account for the liability and
equity components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods.

The Company accounts for uncertain tax positions in accordance with FASB ASC
740-10, 30 and 270, "Accounting for Uncertainty in Income Taxes." The
application of income tax law is inherently complex. As such, the Company is
required to make certain assumptions and judgments regarding its income tax
positions and the likelihood whether such tax positions would be sustained if
challenged. Interest and penalties related to uncertain tax provisions are
recorded as a component of the provision for income taxes. Interpretations and
guidance surrounding income tax laws and regulations change over time. As such,
changes in the Company's assumptions and judgments can materially affect amounts
recognized in the Company's consolidated balance sheets and statement of
operations.

F-11

4. Balance Sheet Information:

Cash consisted of the following at December 31,

2011 2010
-------- --------
Checking account $ 87,292 $201,376
Savings accounts 8,435 502
Petty cash 1,716 1,230
-------- --------

Total Cash and cash equivalents $ 97,443 $203,108
======== ========

Notes receivable - related party - As of December 31, 2010, the Company held a
note receivable from the former President and Chief Executive Officer of the
Company, with an original balance of $69,865. This note accrued interest at an
annual rate of 8% from the effective date of January 15, 2010. Certain terms of
this note receivable were amended and replaced on March 18, 2010, with the
following terms: The Company was granted a security interest in and to 329,647
shares of Company common stock owned by the former President and CEO as
collateral for the repayment of the note receivable and the note receivable is
due and payable on November 1, 2010. The balance of the note, including accrued
interest, at December 31, 2010 was $75,454. On January 3, 2011, the Company
recorded the satisfaction for the full amount of principal and accrued interest
due on the note receivable.

Inventory consisted of the following at December 31,

2011 2010
-------- --------
Finished units and components $190,084 $205,501
Packaging crates and materials 7,535 22,605
-------- --------

Total Inventory $197,619 $228,106
======== ========

Prepaid expenses and other current assets consist of the following at December
31,

2011 2010
-------- --------
Purchase order prepaid deposits $ 11,930 $ 43,304
Deposits on account -- 10,500
Prepaid expenses 4,160 --
-------- --------

Total Prepayments and deposits $ 16,090 $ 53,804
======== ========

Purchase order prepaid deposits represent the prepayment required under the
agreements with several suppliers of our inventory components.

F-12

Property and equipment are stated at cost, net of accumulated depreciation.
Expenditures for maintenance and repairs are expensed as incurred; additions,
renewals and betterments are capitalized. Depreciation of property and equipment
is provided using the straight-line method with estimated lives ranging from 3
to 5 years as presented in the following schedule.

Property and equipment consist of the following at December 31:

2011 2010
-------- --------
Furniture and equipment $ 10,513 $ 7,950
Vehicles 2,771 2,771
Tooling costs 24,683 22,983
Convention display 1,817 1,817
-------- --------
Property and equipment 39,784 35,521
-------- --------
Less Accumulated depreciation (32,856) (25,497)
-------- --------

Total Property and equipment, net $ 6,928 $ 10,024
======== ========

Depreciation expense for the annual periods ended December 31, 2011, and 2010
was $7,359, and $10,313, respectively, and was recorded as cost of goods sold.
The use of the above property and equipment determines if the depreciation is
recorded as cost of goods sold or as general and administrative expenses.

Intangible assets are stated at cost, net of accumulated amortization.
Amortization of intangible assets is provided using the straight-line method
with estimated lives of 20 years as follows at December 31,

2011 2010
-------- --------
Patent and patent applications $ 30,593 $ 30,593
Less Accumulated amortization (3,395) (1,732)
-------- --------

Total Intangible assets, net $ 27,198 $ 28,861
======== ========

Amortization expense for the annual periods ended December 31, 2011, and 2010
was $1,663, and $1,663, respectively, was related to the Company's patent rights
and was recorded as cost of goods sold.

Organizational Costs - The Company's startup and organizational expenses were
expensed as legal and accounting fees under general and administrative expenses.

Advances payable-related party - On December 30, 2010, Terry Adams advanced the
Company $200,000 for short term working capital purposes and in 2011, Mr Adams
advanced an additional $100,000 to the Company, as represented by the advances
payable-related party amount of $300,000 at December 31, 2011. Related accrued
interest of $8,508 is included in the Other Payables amount on the Company's
financial statements.

F-13

Other Payables - The Company had Other Payables consisting of the following at
December 31,

Other Payables 2011 2010
-------- --------
Accrued warranty expense $ 9,476 $ 9,476
Accrued compensation 8,950 17,647
-------- --------

Total Other payables $ 18,426 $ 27,123
======== ========

Other Payables - Related Party 2011 2010
-------- --------
Royalty Fees - Related Party $ 35,389 $ 18,249
Accrued Compensation - Related Party 107,916 0
Accrued Interest 8,508 0
-------- --------

Total Other Payables - Related Party $151,813 $ 18,249
======== ========

Royalty Fees Payable - The Adams Agreement described in Note 1 above, granted
Mr. Adams a royalty fee of $20.00 for each SunTracker One(TM) and SunTracker
Two(TM) unit or any future units that are based on the patent rights we acquired
from him. The maximum royalty fees payable under the Adams Agreement is
$2,000,000 based on the sale of 100,000 units. At December 31, 2011 and 2010,
accrued royalties totaled $35,389 and $18,249, respectively.

Deferred Revenue - Shipments that were staged and ready for shipment were
recorded as deferred revenue. Upon shipment to customers, the sale will be
recorded as revenue. Deferred Revenue totaled $30,932 at December 31, 2011

5. Stockholders' Equity:

Common stock:

The Company is authorized to issue up to 50,000,000 shares of common stock with
a par value of $0.001, under terms and conditions established by the Board of
Directors.

The Company had 14,322,567 issued and outstanding common stock shares as of
December 31, 2011. Details of the issued and outstanding common stock shares are
shown below.

Common stock shares issued as of December 31, 2011 are as follows:

Amount of
Shares
Description Issued
----------- ----------
Stock issued for acquisition of assets 3,600,000
Stock issued for legal services (founder's shares) 240,000
Stock issued for consulting services (founder's shares) 240,000
Stock issued as compensation (founder's shares) 1,120,000
Stock issued to private offering subscribers 6,595,360
Stock issued for compensation and services rendered 721,858
Stock issued for conversion of note payable 1,803,349
Stock issued for exercise of stock options 2,000
----------

Total common stock shares issued 14,322,567
==========

F-14

During the three month period ended March 31, 2010, a total of 873,858 shares of
common stock at $.25 per share were issued on January 15, 2010, consisting of
232,000 shares from sales of our stock through a Private Placement Offering,
282,353 shares as anti-dilution shares for compensation and services rendered
and 359,505 shares for accrued compensation and bonus compensation.

During the three month period ended September 30, 2010, a total of 1,576,408
shares of common stock were issued, consisting of 1,552,408 shares at $.25 per
share for the conversion of notes payable and accrued interest for the aggregate
amount of $388,102 and 24,000 shares from sales of our stock through a Private
Placement Offering at $.50 per share for an aggregate amount of $12,000.

During the three month period ended December 31, 2010, a total of 470,941 shares
of common stock were issued, consisting of 50,941 shares at $.50 per share for
the conversion of a note payable and accrued interest in the amount of $25,470
and 420,000 shares from sales of our stock through a Private Placement Offering
at $.50 per share for an aggregate amount of $210,000.

During the three month period ended September 30, 2011, a total of 278,360
shares Of common stock were issued at $.50 per share, from sales of our stock
through a Private Placement Offering.

During the three month period ended December 31, 2011, a total of 30,000 shares
of common stock were issued for marketing services rendered and valued at the
aggregate amount of $15,000.

Preferred stock:

The Company is authorized to issue 10,000,000 shares of preferred stock, par
value $0.001 per share. Currently, we have 1,000,000 shares of preferred stock
issued and outstanding. As part of the purchase contract for the acquisition of
assets, we issued 1,000,000 shares of Series A Preferred Stock to the seller of
those assets, Mr. George Adams, Sr. The Series A Preferred Stock has the
following rights and references:

Voting Rights: As long as the holder of our Series A Preferred Stock owns all
1,000,000 shares of the Company's Series A Preferred Stock and at least
3,200,000 shares of the Company's common stock, such holder shall have the right
to vote 51% of the total votes necessary for the election of directors and for
any acquisition or merger transaction.

Redemption Rights: The Company will have the right to redeem shares of the
Series A Preferred Stock by paying Mr. Adams $1.00 per share. Such redemption
may occur any time the Company has money legally available for such redemption.

Shares Issued: 1,000,000 shares have been issued to George Adams, Sr. No other
shares of preferred stock shall be issued by the Company that would grant the
holder(s) equal or superior rights to the Series A Preferred Stock.

6. Stock Options and Warrants:

As of December 31, 2011, the Company had not issued any warrants.

In January 2010, we entered into a stock option agreement with an individual in
recognition of his past activities in the development of the products
manufactured by the Company. The individual has the option to purchase up to

F-15

75,900 shares of common stock at $.75 per share. The option expires the sooner
of one year after October 19, 2010, the effective date of the Company's
registration statement or five years from the date of the stock option
agreement.

On December 30, 2010, the Company's Board of Directors approved and adopted the
Company's 2010 Employee and Consultant Stock Incentive Plan ("Plan") and
reserved a total of 800,000 shares of common stock for issuance pursuant to the
Plan. The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential
contributions are important to the success of the Company by offering them an
opportunity to participate in the Company's future performance through awards of
Options, Restricted Stock and Stock Bonuses.

On December 30, 2010, the Board of Directors granted a total of 605,000 options
at an exercise price of $.425 per share, exercisable over five years from the
date of grant. We entered into eight stock option agreements with five
individuals in recognition of various services performed for the Company. The
individuals have the option to purchase a certain amount of shares of common
stock at $.425 per share. The options expire on December 15, 2015. Jeffrey S.
Brain, the Company's President, Chief Executive Officer and Director, entered
into four stock option agreements relating to assisting the Company with its
registration process and becoming a publicly traded Company, entering into a
certain contract with a major customer and for serving on the Company's board of
directors. Mr. Brain was granted options to purchase an aggregate of 275,000
shares of common stock. Frederick Feck, the Company's Corporate Secretary and
Director, entered into a stock option agreement for serving on the Company's
board of directors and was granted options to purchase 100,000 shares of common
stock. Jacqui Matsumoto, a Company employee, entered into a stock option
agreement for significant contributions to the Company and was granted options
to purchase 30,000 shares of common stock. David E. Wise, the Company's
corporate securities counsel, entered into a stock option agreement for legal
services to the Company and was granted options to purchase 100,000 shares of
common stock. Terry Adams, a Company founder and investor, entered into a stock
option agreement for significant contributions to the Company and was granted
options to purchase 100,000 shares of common stock.

Stock options exercisable into an aggregate of 978,900 shares of the Company's
common stock were outstanding on December 31, 2011, of which 580,900 were vested
on the date granted and 100,000 are scheduled to vest during 2012. No options
were exercised during the year ended December 31, 2010. The Black-Scholes
option-pricing model was used to estimate the option fair values , in accordance
with the provisions of Statement of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation -- Transition and Disclosure." This
option-pricing model requires a number of assumptions, of which the most
significant are, expected stock price volatility, the expected pre-vesting
forfeiture rate and the expected option term (the amount of time from the grant
date until the options are exercised or expire). Since the Company's stock is
not yet trading nor does it have an extended history of stock prices or
volatility, expected volatility and average contractual life variables were
estimated utilizing a weighted average of comparable published volatilities and
contractual lives based on industry comparables. Expected pre-vesting
forfeitures were estimated based on expected employee turnover. The fair value
of options granted during the year ended December 31, 2011 was estimated as of
the grant date using the Black-Scholes option pricing model with the following
assumptions: a dividend yield of zero percent, an expected volatility of between
70.5% and 71.5%, a risk-free interest rate of 0% and a remaining contractual
life of between 1.0 and 5.0 years.

In April 2011, in consideration of the Adams agreeing to offer the Company
advances up to $300,000, the Company agreed to grant the Adams 300,000 stock
options at an exercise price of $.50 per option that will be exercisable over
five years. The options will vest over one year at 75,000 options per quarter.
In addition, 2,000 stock options were exercised at $.75 per option during April
2011.

F-16

the option to purchase shares of common stock at $0.47 per share, which expires
on December 31, 2016. Jeffrey S. Brain, the Company's President, Chief Executive
Officer and Director, Frederick Feck, the Company's Corporate Secretary and
Director and Terry Adams, Company Director, were each granted options to
purchase 100,000 shares of common stock. In addition, David E. Wise, the
Company's corporate securities counsel, entered into a stock option agreement
for legal services to be performed for the Company during 2012. Mr. Wise was
granted options to purchase 100,000 shares of common stock.

The following table summarizes the activity of stock options for the years ended
December 31, 2011 and 2010:

Weighted
Number of Average
Shares Exercise
Outstanding Price
----------- -----
Balance, December 31, 2009 -- $ --
Options granted 680,900 0.46
Options exercised -- --
Options forfeited or expired -- --
-------- --------
Balance, December 31, 2010 680,900 0.46
Options granted 300,000 0.50
Options exercised (2,000) 0.75
Options forfeited or expired -- --
-------- --------

Balance, December 31, 2011 978,900 $ 0.47
======== ========

The weighted average fair values of options granted during the years ended
December 31, 2011 and 2010 were $0.15 and $0.09 per option, respectively. The
values recorded for the outstanding exercisable options at December 31, 2011 and
2010 were $34,440 and $51,574, respectively.

7. Commitments and Contingencies:

The Company, as of December 31, 2011 has no additional financial commitments
that would represent long term commitments on behalf of the Company.

Operating Leases -- The Company has not entered into any long term leases. The
Company is currently leasing approximately 3,500 square feet of warehouse space
in Corona, California, on a verbal month to month basis from one of our
Directors, Frederick Feck. Commencing October 1, 2009, the Company paid $3,000
per month for the Corona, California warehouse space. For business office space,
the Company has chosen to share space with iCapital to reduce its administrative
cost by sharing costs, avoiding setup costs for phones, internet, furnishings,
etc as well as office staffing. Commencing May 1, 2009, the Company paid $3,000
per month for the office space which is located in Irvine, California on a
verbal month to month lease. Commencing April 1, 2010, we began renting an
executive suite in Corona, California for $150 a month on a month to month basis
and terminated the arrangement and rental payments for the executive offices in
Irvine, California.

In February 2010, we entered into an eighteen month services agreement with a
construction data company regarding Smart BIM; the construction and maintenance
of databases relating to customers, sales leads and marketing strategies. Before
the first payment was made, SmartBim sold their BIM operation to a third party.
We determined that the organizational changes that the contractor made in their
operation made the contract non viable. We terminated the agreement on
September, 20 2011 in favor of a one-time payment to the contractor of $2,660.

The Company, as of December 31, 2011 has no additional financial commitments
that would represent long term commitments on behalf of the Company.

Capital Leases - The Company has not entered into any kind of capital leases for
furnishings, equipment or for any other purposes.

F-17

Prepaid Inventory - Our agreements with several of our inventory component
suppliers generally provide that between 50% and 60% of the purchase order price
is due upon the placement of an order, with the remaining balance due upon
completion and shipment of the order, normally within 30 days. Purchase order
prepaid deposits are included in the balance sheet as Prepaid expenses and other
current assets. As of December 31, 2011, purchase order prepaid deposits totaled
$11,930 with primarily four of our major suppliers.

8. Related Party Transactions:

As described in Note 7, above, the Company leases warehouse space from one of
our directors, Frederick Feck and a portion of our CEO, Jeffrey Brain's,
residence is utilized as an office. The Company has recorded contributed capital
of $6,000 relating to the value of the use of the residence for the benefit of
the Company for the nine months ended December 31, 2011.

In January 2010, we entered into a nonexclusive distributorship agreement with
Chaparral Green Energy Solutions, LLC, an entity in which our securities
attorney, David E. Wise, Esq., owns a 50% equity interest. This non-exclusive
dealer agreement with the Company is to sell products in Texas and is on the
same terms, conditions and pricing as other dealer agreements. Thus, Mr. Wise's
company will not receive any beneficial or special treatment over our other
dealers or distributors.

The terms and conditions of the dealer agreement with Chaparral Green Energy
Solutions, LLC are the same as for the other dealer and distributorship
agreements. Therefore, the agreement with Chaparral Green Energy Solutions, LLC
does not contain preferential or more favorable terms or conditions than
agreements with our other dealers or distributors.

In January 2010, we also entered into nonexclusive dealer agreements with both
Green Tech Design-Build, Inc., an entity located in Salt lake City, Utah, and
Eco-Smart, Inc., an entity located in Sarasota, Florida. In addition, we entered
into an exclusive international distribution agreement with Zeev Shimon & Sons,
Ltd., an entity located in Petah-Tikva, Israel.

During the first quarter of 2011, Terry Adams and George Adams, Sr. each
advanced the Company $100,000 for short term working capital purposes, as
represented by the advances payable-related parties amount of $200,000 at June
30, 2011. In December 2011, Terry Adams and George Adams, Sr. advanced the
Company $50,000 each for a total of $100,000 for short term working capital
purposes. The Adam's have agreed to advance the Company up to $300,000 at an
interest rate of two percent over the prime interest rate. Interest of $8,508
has been recorded for year ended December 31, 2011, making a total amount due of
$308,508. On April 1, 2011, in consideration of the Adams agreeing to offer the
Company advances of up to $300,000, the Company agreed to grant the Adams
300,000 stock options at an exercise price of $.50 per option that will be
exercisable over five years. The options will vest over one year at 75,000
options per quarter.

9. Share Based Compensation

In January 2010, 352,941 common stock shares at $.25 per share, with an
aggregate value of $88,235, were issued as compensation and for services
rendered in order to satisfy the anti-dilution rights. The Chief Executive
Officer and Chief Financial Officer of the Company were each due $30,000 in
aggregate compensation resulting from $3,000 per month accrued for each of them
from March through December 2009. In addition, the Chief Financial Officer was
due additional compensation of $29,876 for the period from February 26, 2009
(inception) to December 31, 2009. Our board of directors granted anti-dilution
rights to Jeffrey Brain, iCapital Finance, Inc. (a company owned by Randall
Letcavage, our former Chief Executive Officer, and his business partner,
Rosemary Nguyen), Randall Letcavage and David E. Wise, our securities counsel.
These anti-dilution rights entitled Jeffrey Brain, iCapital Finance, Inc.,

F-18

Randall Letcavage and David E. Wise to acquire additional shares of our common
stock at $.25 per share in order to maintain their original percentage ownership
in the our common stock. The rights entitled the holders to acquire additional
shares as a result of the private offering conducted by the Company. The
anti-dilution rights agreement entitled the holders to acquire their additional
shares prior to March 31, 2010, at the same share price of $.25 that subscribers
were purchasing stock for in the private offering. The holders, other than
iCapital Finance, exercised their rights during December 2009. iCapital Finance
did not exercise their dilution rights which remained on the company balance
sheet in the form of common stock payable in the amount of $17,647. In the
fourth quarter of 2011, After appropriate consideration by management and
counsel, the company has determined that these rights no longer exist and has
consequently extinguished the debt, resulting in an associated gain of $17,647.

10. Income Taxes:

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

Net deferred tax liabilities consist of the following components as of December
31, 2011 and 2010:

2011 2010
---------- ----------
Deferred tax assets
NOL carryover $ 941,200 $ 610,000
Accrued expenses-related party 59,000 --
Research and Development credit 2,500 --
Depreciation 800 6,100
Deferred tax liabilities -- --
Valuation allowance (1,003,500) (616,100)
---------- ----------

Net deferred tax asset $ -- $ --
========== ==========

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate to pretax income from continuing
operations for the years ended December 31, 2011, and 2010 due to the following:

2011 2010
---------- ----------
Depreciation $ 1,400 $ --
Gain in extinguishment of debt 6,900 --
Book Income (361,500) (403,500)
Accrued expenses-related party 52,000 5,600
Stock and options for services and
contributed rent 21,700 103,300
Meals & Entertainment 200 800
Valuation allowance 279,300 293,800
---------- ----------

$ -- $ --
========== ==========

At December 31, 2011, the Company had net operating loss carryforwards of
approximately $1,003,500 that may be offset against future taxable income from
the year 2011 through 2031. No tax benefit has been reported in the December 31,
2011 consolidated financial statements, since the potential tax benefit is
offset by a valuation allowance of the same amount.

F-19

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

11. Legal Matters:

12. Change in Officers and Directors:

On March 18, 2010, Randall Letcavage resigned as Chief Executive Officer,
President and a director of the Company in order to continue and concentrate on
his other businesses.

On March 19, 2010, a majority of Company directors resolved to accept Randall
Letcavage's resignation as of March 18, 2010, appointed Jeffrey Brain to serve
as the Company's Chief Executive Officer and President in addition to his
existing positions of Chief Operating officer and Chief Financial Officer and
appointed Terry Adams a member of the Board of Directors of the Company at such
time as the Company obtains Director and Officer liability insurance. As of
December, 2011, Terry Adams is not a Director, since the insurance coverage has
not been obtained.

13. Major Customers

Major customers are defined as those customers whose annual revenue is greater
to or equal to 10% of annual revenue. Net sales for the years ended December 31,
2011 and 2010 include sales to the following major customers, together with the
receivables due from those customers:

Sales
Year Ended December 31,
-----------------------
Customer 2011 2010
-------- ---- ----
Customer A $398,612 $ --
Customer B $173,829 $ 14,852

Accounts Receivable, as of
December 31,
-----------------------
Customer 2011 2010
-------- ---- ----
Customer A $ 57,873 $ --
Customer B $ 45,807 $ 8,618

F-20

14. Subsequent Events:

The Company has performed an evaluation of subsequent events pursuant to ASC 855
and is not aware of any subsequent events which would require recognition or
disclosure in the financial statements other than as follows.

On January 1, 2012, the Board of Directors granted a total of 400,000 options at
an exercise price of $0.47 per share, exercisable over five years from the date
of grant. We entered into stock option agreements with three individuals in
recognition of serving on the Company's board during 2011. The individuals have
the option to purchase shares of common stock at $0.47 per share, which expires
on December 31, 2016. Jeffrey S. Brain, the Company's President, Chief Executive
Officer and Director, Frederick Feck, the Company's Corporate Secretary and
Director and Terry Adams, Company Director, were each granted options to
purchase 100,000 shares of common stock. In addition, David E. Wise, the
Company's corporate securities counsel, entered into a stock option agreement
for legal services to be performed for the Company during 2012. Mr. Wise was
granted options to purchase 100,000 shares of common stock.

On March 23, 2012, the company entered into a revolving line of credit with the
Adams family, a related party, in the amount of up to $500,000. The line of
credit is for a period of six months at an interest rate of prime plus 2%. In
the event that the loan balance is not fully repaid at the end of the six month
term, then the outstanding balance plus accrued interest shall be convertible to
common stock at the rate of $0.10 per share. The company will utilize this
facility to fund operations and position the company to further access capital
markets.

F-21