UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2012

[ ] 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.)

670 E. Parkridge Ave., Ste. 112, Corona, CA 92879
(Address of principal executive offices)

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

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, 2012) was approximately $2,694,494.

As of April 16, 2013, there were 15,469,193 shares of our common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

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

Item 1. Business 4
Item 1A. Risk Factors 15
Item 1B. Unresolved Staff Comments 15
Item 2. Properties 15
Item 3. Legal Proceedings 15
Item 4. Mine Safety Disclosures 15

PART II

Item 5. Market For Common Equity and Related Stockholder Matters and 15
Issuer Purchases of Equity Securities
Item 6. Selected Financial Data 17
Management's Discussion and Analysis of Financial Condition and
Item 7. Results of Operations 17
Item 7A. Quantitative and Qualitative Disclosure About Market Risks 25
Item 8. Financial Statements and Supplementary Data 25
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 26
Item 9A. Controls and Procedures 26
Item 9B. Other Information 26

PART III

Item 10. Directors, Executive Officers and Corporate Governance 27
Item 11. Executive Compensation 33
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 37
Item 13. Certain Relationships and Related Transactions, and Director
Independence 39

Item 14. Principal Accounting Fees and Services 39

PART IV

Item 15. Exhibits, Financial Statement Schedules 40

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This 2012 Annual Report on Form 10-K ("2012 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 identify 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 2012 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
2012 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) have been installed at Staples, Office Depot,
IKEA, Google, LG, GE, BMW, Bio-Planet, Toyota, Walgreens, Wal-Mart, Whole Foods,
Johnson and Johnson, Caterpillar, Emerson, Frito Lay, Schiphol Amsterdam
Airport, Singapore International Airport, Tel-Aviv International Airport,
Lutron, Boeing, Eaton, and others.

ADVANTAGES OF CIRALIGHT SUNTRACKER(TM)

1. It's better lighting with Zero Electricity
2. Save Energy by shutting of electric lights during daytime "peak" hours
3. Save on Air-Conditioning costs by reducing need to run
Air-Conditioning to offset heat generated from Electric light fixtures
or standard skylights
4. Save on maintenance costs associated with electric lights
5. High light quality provides better illumination, color rendition and
less shadows
6. Does not flicker or hum
7. Receive certain Federal, State & Local Tax benefits & Utility
incentives as a Green Energy product
8. 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, sustainable lighting solution
for commercial and industrial buildings.

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 Ciralight
SunTrackers(TM) have a 30 year life expectancy.

In many cases users of our Ciralight SunTrackers(TM) 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
(SunTracker(TM) 400) and 4ft x 8ft (SunTracker(TM) 800). The SunTracker(TM) 800
is popular for retrofitting existing passive skylights that are already in place
at warehouses and commercial buildings. The SunTracker(TM) 800 was a finalist
for the 2012 Innovation Lighting Product of the Year award, at the Light Fair
2012 Convention, as voted on by the Illuminating Engineering Society and
Association of Lighting Designers. Property owners are able to replace their
existing traditional less efficient skylights with our 4ft x 8ft SunTracker
800(TM) for minimal cost as a means to make their facilities more energy
efficient and reduce their energy costs.

We believe our Ciralight SunTracker(TM) product is superior 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 diffuser lenses that transform the sunlight into high
levels of evenly dispersed and diffused natural light, creating a
clean, healthy, 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 electric lights and standard skylights from
entering into the lighted space. 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.
* 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 lighting with no flickering or humming of electricity.
The mirror array and GPS controller direct the sunlight through two
special diffuser lenses, through the lightwell and into the building
space.
* Super-Impact Dome - Each SunTracker(TM) features a clear, thermally
formed, high impact resistant acrylic or polycarbonate dome that
provides superior strength and UV resistance and is easy to install.

In addition, our SunTracker(TM) products provide natural illumination which
is a key qualification when building to United States Green Building Council
("USGBC") standards and for receiving Leadership in Energy and Environmental
Design ("LEED") certification.

Ciralight SunTrackers(TM) are AAMA Certified which is the certification
required for skylights. The stringent AAMA Certification Program procedures
assure our customers that our products, when installed properly, meet the
quality standards set by AAMA. Our Products are sold with the confidence of AAMA
Certification.

The AAMA Certification Program is the only program in the window and door
industry that requires components used in the finished Skylight assembly pass
their own set of performance tests. The certification process included
confirming that the Ciralight SunTrackers are leak proof, air-tight, and will
withstand inward pressure created by a storm, and outward pressure created by a
blast. The program requires the use of independent AAMA-accredited labs so that
tests are performed by qualified, experienced professionals using properly
calibrated equipment. Each year AAMA makes two surprise inspections at our
manufacturing plant to confirm that their standards are being maintained and
quality assurance that translates to peace of mind.

Ciralight SunTrackers(TM) are maintenance free, energy saving, powered by
the sun and fully 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:

Manufacturer Component Location
------------ --------- --------
Apex Plastics GPS Controller Case Texas
Cal Quality Electronics GPS Controller California
Continental Industries Lightwells California
Continental Industries Mirror Assembly California
Empire Metal Products Lightwells Arizona
Malcolite Corporation Lenses California
Piedmont Plastics Dome Sheets California
Replex Plastics Domes Ohio
Roof Products Roof Curbs Tennessee
Solar Industries Dome Metal Frames Arizona

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:

* Abratique & Associates Philippines, Inc. (Philippines)
* A Greener New Jersey (United States)
* Adler Technology (United States)
* Aggadan Electric (United States)
* AIA Skylights (United States)
* Area Energy Limited (United Kingdom)
* Arizona Daylight (United States)
* ATEE Corp. (Mexico)
* Australian Sun Energy (Australia)
* BOSS ecoPower (Canada)
* BPL Carbon Free Solutions (United States)
* Centimark Roofing (United States)
* Chaparral Green Energy Solutions, LLC (United States)
* Concept RHE (Spain)
* Constuctora A&A S.A. de C.V. (El Salvador)
* Customized Roofing (United States)
* Desert Power Inc. (United States)
* Energy Efficient Building Systems (United States)
* Enolar Systems Marketing Pvt., Ltd. (India)
* Energy 21 USA LLC (United States)
* Global NES of Arizona (United States)
* Greencrest Energy Solutions (United States)
* Green Office Company (U.A.E.)
* Green Tech Design-Build, Inc.(United States)
* Green Tree Products (United States)
* Green World Services, Inc. (United States)
* GS Consulting Corp S.A. de C. V. (El Salvador)
* G2Power Technologies, LLC (Missouri)
* Hallman & Keele (United States)
* IMASTEC (Spain)
* Inline Electric (United States)
* JC Endeavors (United States)
* Kemper & Associates, Inc., d/b/a Total Roofing & Reconstruction
(United States)
* Lighting Audit Services (United States)
* Lumitec Astral SA (Puerto Rico)
* McBreaty Construction Corp (United States)
* McCracken Electric Inc. (Texas) Novagreen Technologies (United States)
* Olino Energy (Hawaii)
* One Stop Green (Texas)
* Pacific Daylighting (United States)
* Pratwell Electric Ltd (Jamaica)
* Progressive Roofing (United States)
* Samjung Tech, Inc. (South Korea)
* Sola Tech Consulting (United States)
* Superior Global Solar (United States)
* The Energy Solutions Group Worldwide, LLC (United States)
* Urban Green Solutions, Inc. (Puerto Rico)
* Vega Solar (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)
* Ciralight UK (England)
* RSB Construction LTD. (Turkey)
* ZEEV Shimon & Sons, Ltd. (Israel)
* Green Tree Technologies Asia (Singapore, Malaysia, Indonesia)
* Wako Denki (Japan)
* M.A.S.A. Trading Establishment (Saudi Arabia)

In addition, we currently have interest from companies wishing to become
Dealers or Distributors in Australia, Brazil, Canada, Chili, Germany, Greece,
Italy, 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.

PRIVATE LABEL AGREEMENTS

Ciralight has entered into a Private Label Agreement with two large
companies. Both companies we have completed private label agreements with are
multi-billion dollar companies and allow us to benefit from their vast
distribution channels and resources.

Currently, we have the following private label agreements:

* Firestone Building Products
* Eaton Corporation

Under the private label agreements, Firestone and Eaton will purchase our
SunTracker (TM) products from Ciralight and then put their own brand label and
name on the product and sell it as their own product. Both companies did
extensive due diligence on our SunTrackers(TM) before agreeing to put their
company names and reputations behind our product.

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 locations
Toxco Factory
Columbus Zoo
A General Motors Car Dealership
Two Canadian Colleges
Five Whole Foods stores
Five Giant Food Stores
Three Toyota Facilities
Two Joe Gibbs Racing Team facilities
A BMW Factory in California
Caterpillar Headquarters, Belgium
YKK Factory in Turkey
Three Hawker Centers in Singapore
Two Colleges in Canada
Lutron Facility in Pennsylvania
Two Eaton Factories
Amsterdam International Airport
Tel Aviv International Airport
Singapore International Airport
Walgreens Store, Arizona
Tarrier Foods, Ohio
Ace Hardware Store, Ohio

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

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 which was granted February 26, 2013
(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 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 Canadian Patent or our European and
Mexican patent applications.

Except for our U.S., Canada and Mexico patents and our patent applications
pending in Europe and Mexico, 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'
foreclosing on its 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 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 670 E. Parkridge
Ave., Ste. 112, Corona, CA 92879. 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:

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

The Company does business with one major customer. 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, 2012 and 2011 include
sales to the following major customers, together with the receivables due from
those customers:

Sales
-----
Year Ended December 31,
Customer 2012 2011
-------- ---- ----
Customer A $ -- $398,612
Customer B $ -- $173,829
Customer C $154,049 $ --

Accounts Receivable, as of
--------------------------
December 31,
Customer 2012 2011
-------- ---- ----
Customer A $ 47,310 $ 57,873
Customer B $ -- $ 45,807
Customer C $ -- $ --

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 2012 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 April 5, 2013, we had four full time employees, and two part time
employees. We believe that our relations with our employees 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. Since
October 1, 2009, we have 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. MINE SAFETY DISCLOSURES.

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 28, 2013, there were approximately 176 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, 2012, a total of 21,500
shares of common stock were issued for services rendered and valued at the
aggregate amount of $11,825.

During the three month period ended June 30, 2012, a total of 181,818
shares of common stock were issued, at $.55 per share, from the sales of our
stock through a Private Placement Offering.

During the three month period ended September 30, 2012, a total of 400,000
shares of common stock and warrants were issued, at $.50 per share, from the
sales of our stock and warrants through a Private Placement Offering. In
addition, 18,182 shares of common stock were issued in exchange for the source
code provided by one of the Company's engineers.

During the three month period ended December 31, 2012, a total of 122,502
shares of common stock and warrants were issued for services rendered, at $.55
per share.

In January 2013, 33,334 shares of common stock were issued to Directors
Eisenberg, Katz, Brain and Adams each, for a total of 133,336 shares for
services rendered during 2012, at $.55 per share. In addition, George Adams
converted $67,322 of his line of credit at the rate of $.25/share for a total of
269,288 shares of common stock.

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, 2012, 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 2012 we exhibited at numerous
conventions and energy shows including; The Equine Affaire in Tennessee
(February 2012); Lightfair International in Las Vegas, NV (May 2012); BEX-Asia
in Singapore (September 2012); and USGBC's Greenbuild 2012 in San Francisco, CA
(November 2012).

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. We have over one hundred (100)
Dealers worldwide, and the number continues to grow. 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 GreenTree 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 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 and Canada patents and the patent
applications pending in Europe and Mexico, 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 and Canada patents and the patent
applications pending in Europe and Mexico 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. During the second and third quarters of 2012, the
Company sold common stock through private placement that raised $100,000 with
the sale of 181,818 shares at a price of $0.55 per share and raised $200,000
with the sale of 400,000 shares at a price of $0.50 per share, respectively.

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.

REVENUE RECOGNITION - Revenue on our skylights and parts are recognized
when the units or parts ship to the customer, the amount is fixed and determined
to be collectible, and no further obligation exists.

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, 2012 and 2011.

The Company recognizes interest and penalties related to unrecognized tax
benefits in the tax provision. As of and for the years ended December 31, 2012
and 2011, 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. 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, 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 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 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 as of 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.

In 2012 the FASB issued ASU 2012-02, Intangibles--Goodwill and Other (Topic
350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU gives
an entity the option to first assess qualitative factors to determine whether it
is necessary to perform the quantitative impairment test for indefinite-lived
intangible assets other than goodwill. The amendments are effective for annual
and interim impairment tests performed for fiscal years beginning after
September 15, 2012. This ASU has affected our tests for impairment of intangible
assets.

In 2012 the FASB issued ASU 2012-04, Technical Corrections and
Improvements. This ASU makes certain incremental improvements to U.S. GAAP,
including, among other revisions, conforming amendments that identify when the
use of fair value should be linked to the definition of fair value in ASC 820.
The majority of the amendments in ASU 2012-04 were effective upon issuance on
October 1, 2012, for both public entities and nonpublic entities. For public
entities, the more substantive amendments that are subject to transition
guidance are effective for fiscal periods beginning after December 15, 2012. We
do not expect adoption to have a material impact on our consolidated financial
statements.

RESULTS OF OPERATIONS OF THE COMPANY

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2012 AND 2011

SALES. Net sales decreased slightly (6%) from $1,111,343 in 2011 to
$1,043,778 in 2012. This decrease in sales was due to an interruption in our
product supply due to the transition by the company that manufacturers our GPS
Controller which closed its factory near Houston, where they were making our
product, to their factory in Phoenix. As a result of this transition, the
company did not receive any new product from July 1, 2012 until August 30, 2012.
Due to this interruption and concerns over production errors made by the
manufacturer, in mid-September Ciralight terminated its relationship with the
manufacturer and elected to move production of its GPS Controllers to a new
supplier. The new manufacturer came up to full production at the end of the
fourth quarter and we were able to fill backorders that had accumulated. With
the backorder of sales largely fulfilled in the fourth quarter our 2012 annual
sales were almost level with 2011 annual sales.

Sales and demand for our products again have been increasing. 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 7% from $849,184 in 2011 to $908,398
in 2012. Cost of sales as a percentage of net sales increased from 76% in 2011
to 87% in 2012. The increase in our cost of sales is due to the production
errors made by the manufacturer of our GPS Controllers, resulting in a recall of
shipped product and necessary warranty replacements. Ciralight has terminated
its relationship with this manufacturer and has a new supplier, which came fully
on-line at the end of December 2012.

Cost of sales also consists of the cost of our products with related
shipping and warranty costs. The Company continues to monitor 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 decreased 48% from $262,159 in 2011 to $135,380
in 2012. Gross profit as a percentage of net sales decreased from 24% for 2011
to 13% in 2012. This decrease in gross profit was due to an interruption in our
product supply due to the transition by the company that manufacturers our GPS
Controller which closed its factory near Houston, where they were making our
product, to their factory in Phoenix. Subsequent production errors made by the
manufacturer caused Ciralight to terminate its relationship with the
manufacturer in mid-September and move production of its GPS Controllers to a
new supplier.

OPERATING EXPENSES. Our operating expenses consist of research and
development expenses, selling and marketing expenses and general and
administrative expenses. Operating expenses increased 4% from $1,162,541 in 2011
to $1,203,631 in 2012. Operating expenses as a percentage of net sales increased
from 105% in 2011 to 115% in 2012.

Research and development expenses increased 68% from $37,262 in 2011 to
$62,559 in 2012. Research and development as a percentage of net sales decreased
from 3% in 2011 to 6% in 2012. This increase was a result of the process needed
to resolve the cause of product failure of the GPS Controllers, which cause was
determined to be production errors made on the part of the then-manufacturer.

Selling and marketing expenses decreased 25% from $240,547 in 2011 to
$180,924 in 2012. Selling and marketing expense as a percentage of net sales
decreased from 22% for 2011 to 17% for 2012.

During 2011, our marketing efforts 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. In 2012, our
marketing efforts were somewhat curtailed during the transition by the company
that manufacturers our GPS Controller closing its factory near Houston, where
they were making our product, to their factory in Phoenix, resulting in
Ciralight not receiving any new product for sale from July 1, 2012 until August
30, 2012. This interruption and the subsequent concerns over production errors
made by the manufacturer caused the Company to have an insufficient amount of
product to market and sell.

General and administrative expenses increased 9% from $884,732 in 2011 to
$960,148 in 2012. General and administrative expenses as a percentage of net
sales increased from 80% in 2011 to 92% in 2012. This increase was due to the
addition of direct sales staff and compensation to the Board of Directors which
increased from two members to six members.

INCOME TAXES. Management has decided not to recognize the tax benefit for
the years ended December 31, 2012 and 2011.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS - COMPARISON OF THE YEARS ENDED DECEMBER 31, 2012 AND 2011

Net cash used in operating activities was $542,802 for 2012 and resulted
primarily from a net loss of $1,104,813 partially offset by increases in other
payables and decreases in prepayments, deposits, deferred revenue and notes
receivable. Net cash used in operating activities was $644,845 for 2011 and
resulted primarily from a net loss of $927,072 partially offset by increases in
other payables and decreases in prepayments, deposits and notes receivable.

Net cash flow used in investing activities was $26,581 for 2012, used
primarily in the purchase of tooling for a component in the GPS Controller, and
for software Source Code. Net cash flow used in investing activities was $4,262
for 2011, used primarily in the purchase of a computer system and tooling for
the Pinion Gear component in the GPS Controller.

Net cash provided by financing activities was $553,000 for 2012 and
resulted primarily from the sale of common stock for $300,000 and net
related-party advances of $263,000. Net cash provided by financing activities
was $543,442 for 2011 and resulted primarily from the sale of common stock for
$475,680 and related party advances of $100,000.

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, 2012, and the effect these obligations are expected to have on our liquidity
and cash flows in future periods.

Payments Due by Period

Less than
Total 1 year 1-3 Years 3-5 Years 5 years +
----- ------ --------- --------- ---------

Contractual Obligations:
Operating Leases $43,500 $43,500 $ -- $ -- $ --
Commitments to Purchase Inventory 17,687 17,687 -- -- --
------- ------- ------- ------- -------

TOTALS: $61,187 $61,187 $ -- $ -- $ --
======= ======= ======= ======= =======

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, 2012
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

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. 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 in accordance with generally accepted accounting
principles. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2012. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control--Integrated Framework. Based on our
assessment, we have concluded that, as of December 31, 2012:

TIMELY RECONCILIATION OF ACCOUNTS

During the December 31, 2012 and December 31, 2011 audits, our auditors
proposed eight and eleven adjusting journal entries, respectively to the trial
balance initially submitted to them by the Company. This large number of journal
entries suggests that the Company's financial records are not properly
reconciled at year end. It is a further indication that the Company's controls
are not operating effectively to ensure that accounts are reconciled on a timely
basis.

ACCOUNTING EXPERTISE

During the 2012 interim review engagements, as well as the December 31 ,
2012 audit, our auditors noted that the Company currently lacks the sufficient
internal SEC filing and accounting expertise necessary to prepare financial
statements that include the appropriate information and disclosures required by
the SEC. The Company has utilized the services of outside accounting
professionals during prior engagements, which provided some support related to
these filings. However, during the December 31, 2012 audit, the Company did not
utilize the services of outside professionals and the Company currently lacks
sufficient internal financial reporting expertise.

ITEM 9B. OTHER INFORMATION.

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our executive officers are elected by the board of directors and serve at
the discretion of the board. All of the current directors serve until the next
annual shareholders' meeting or until their successors have been duly elected
and qualified. The following table sets forth certain information regarding our
current directors and executive officers:

Name Age Position Director Since
---- --- -------- --------------
Terry S. Adams 52 Chairman of the Board and Director April 2012

Jeffrey S. Brain 52 President, Chief Executive Officer, April 2009
Chief Operating Officer, Treasurer
and Director

Larry Eisenberg 60 Director April 2012

Frederick Feck 81 Corporate Secretary and Director April 2009

Richard Katz 61 Director April 2012

William "Smokey" 72 Director May 2012
Robinson Jr.

Certain biographical information of our directors and officers is set forth
below.

TERRY SCOT ADAMS, CHAIRMAN OF THE BOARD

Terry S. Adams is a Director and Executive Vice President of SA Recycling.
Originally started by Terry's Father in 1973, as a small junk yard with a
handful of employees, SA Recycling currently operates over 50 facilities in
California, Arizona, Nevada and Mexico. The list of facilities includes two deep
water ports and four automobile shredding plants. SA Recycling has approximately
1,500 employees and will process and recycle more than three million tons of
steel this year, accounting for almost 10% of all scrap metal exported from the
U.S. Mr. Adams has worked for SA Recycling for the past 30 years.

Mr. Adams' many roles in the SA Recycling have included: shredder operator,
design engineer, plant manager, regulatory compliance officer, and in his
current capacity he is involved in acquisitions and strategic planning.

Over the past thirty years Mr. Adams has developed an extensive background
and expertise in the recycling, processing, shredding, and management of all
types of metals and waste streams, including hazardous, reactive, and
radioactive materials. In 1993, Mr. Adams helped form the first lithium
recycling company and was the chief design engineer for the world's first
lithium battery recycling plant located in Trail, British Columbia. That
company, Toxco, Inc. has grown into one of the largest battery recyclers in the
U.S. and is currently building a new Department of Energy sponsored facility at
one of its plants in Ohio. When completed in 2012, this plant will be the first
dedicated electric vehicle battery recycling operation in the U.S. Mr. Adams
served as President of Toxco, Inc. from 1999 to 2011, and is currently Chairman
of the Board of Toxco, Inc.

Mr. Adams is also on the Board of Directors of the following non-profit
organizations: Foundation Board Children's Hospital Orange County (CHOC),
Executive Board member Orange County Council, Boy Scouts of America, and USC
Viterbi (Engineering) Board of Councilors.

Mr. Adams holds a Bachelor of Science in Mechanical Engineering from USC
(1981) and a Masters in Business Administration from Cal State Fullerton (1985)

Mr. Adams has been married to his wife Leslie for 25 years and has son and
a daughter.

JEFFREY BRAIN, PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER AND
DIRECTOR

Since March 15, 2009, until the present time, Jeff has been involved in the
formation and operation of the Company and currently serves us in the capacities
of President, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer and as a director. Jeff is a successful entrepreneur, recognized civic
leader and government strategist. Jeff served as Chief Operating Officer of the
Smokey Robinson Food Company from October 2003 until November 2008. Jeff took
the company from startup to national distribution in just 18 months. Prior to
joining Smokey Robinson Food Company, Jeff was the Founder and President of
Valley Vote, Inc., one of the largest government reform organizations in U.S.
history. Jeff presided over a Board of Directors of 100 of Los Angeles' top
community and business leaders, directed 2,000 volunteers and a team of
professional consultants and attorneys.

As President of Valley Vote, Inc., Jeff was responsible for preparing a
$1.1 billion dollar budget and a public service plan to provide police, fire,
transportation, parks, utilities, etc. for a city that would be the sixth
largest city in the U.S. He also managed all the business functions, including
media relations, public speaking, community outreach, budgeting, government
structure and public service planning, message development, legislative
development and he oversaw the day-to-day administrative staff and operations.

Prior to forming Valley Vote, Jeff founded Jeff Brain's Real Estate
Network, a full service real-estate brokerage and consulting firm based in Los
Angeles. Before launching his entrepreneurial ventures, Jeff held the position
of Assistant Vice President at Eastern Pacific, a real estate development
company. In this role, Jeff was responsible for analyzing, budgeting and
syndicating multi-million dollar real estate development projects and managed
the Accounting Department. Jeff also served as the Director of Acquisition and
Finance at Triangle Investments, Inc., where he was responsible for real estate
acquisitions, project analysis, syndications and management.

Jeff has a Bachelor of Science degree in Finance as well as a Bachelor of
Science Degree in Accounting, both from the California State University of
Northridge.

LARRY EISENBERG, DIRECTOR

Since March 2011, Larry Eisenberg is Principal of Sustainable Strategies
Today. Sustainable Strategies Today helps clients across the nation implement
sustainable design and renewable energy solutions, working as a strategic
advisor and owner's representative.

From August 2003 until March 2011, Mr. Eisenberg served as the Executive
Director of Facilities Planning and Development for the Los Angeles Community
College District, the largest community college district in the nation. Serving
more than 36 cities in Los Angeles County and covering nearly 900 square miles,
the nine colleges of the LACCD have been educating and training the region's
diverse workforce since 1969.

As the Executive Director, Mr. Eisenberg oversaw all planning, facilities
development, maintenance and real estate activities at the District. Mr.
Eisenberg directed the District's award -winning $6 billion Sustainable Building
Program, one of the nation's largest "green" construction and renewable energy
efforts. The program was established to modernize the LACCD's nine colleges,
focusing on sustainability by embracing nationally recognized environmental

standards and guidelines. By the time the construction and renewable energy
efforts are complete, the District is expected to have 85 new buildings that
meet the U.S. Green Building Council's LEED (Leadership in Energy and
Environmental Design) standards with nearly 20 of them being certified as LEED
Platinum. In addition, a significant share of the District's energy requirements
will be met with renewable energy.

Mr. Eisenberg has extensive experience with major construction projects and
is an expert on sustainable building practices. He has published numerous
articles on a variety of construction -related topics and on innovative
public/private partnerships in building projects. Mr. Eisenberg is a sought
after speaker, regularly serving as a keynote speaker at meetings and
conferences around the country on topics of sustainable design, renewable
energy, and building construction practices.

Mr. Eisenberg serves on the sustainability advisory committee for several
national organizations, including the American College and University Presidents
Climate Commitment, the Association for the Advancement of Sustainability in
Higher Education, and the National Association of College and University Budget
Officers. Mr. Eisenberg received a bachelor's degree in urban studies from the
Massachusetts Institute of Technology and a master's degree in public affairs
from the LBJ School of Public Affairs at the University of Texas at Austin. He
was born and raised in California's San Fernando Valley and attended North
Hollywood High School. Mr. Eisenberg is married and has one son.

FREDERICK FECK, CORPORATE SECRETARY AND DIRECTOR

Mr. Feck is a Director of the Company and our Corporate Secretary. Mr. Feck
has been in the real estate development and construction industry from 1960
until the present time. Mr. Feck developed the first true condominium with Fee
Title to cubical air space in California. After the passage of the Medicare bill
in late 1965, Mr. Feck entered the health care field syndicating and developing
convalescent hospitals. Mr. Feck acted as a general partner in the syndication
of a 204 bed convalescent hospital known as The Rio Hondo Convalescent Hospital
in Montebello, California. In 1970, Mr. Feck co-founded Environmental
Communities, Inc., to manufacture mobile and modular homes from a facility in
Corona, California. Mr. Feck sold his interest in 1972 and moved to San Diego
County. Mr. Feck formed Calco West, Inc. and was engaged in the development and
construction of single family tract homes. Mr. Feck also formed Calco West
Realty, Inc. in 1976, a general real estate operation with six offices and a
Real Estate School in the North San Diego County area. The company was sold to
its employees in 1981. Mr. Feck then formed Calco West Financial Corporation in
1981 for the management of commercial and residential real estate, primarily his
own. Mr. Feck was also one of the original founders of the San Marcos National
Bank in 1981 and served on its Board of Directors for a period of 14 years. Mr.
Feck was born in Maine, attended the University of Maine for two years, moved to
California in 1950 and attended Northrop Aeronautical Institute in Los Angeles
from which he graduated in 1952 as an aeronautical engineer. He worked for
Northrop Aircraft Company on the N-69 Guided Missile Program for two years
before going into the service. Mr. Feck served as a pilot in the United States
Air Force for five years. Mr. Feck is licensed in California as a general
contractor and a real estate broker and also holds a commercial pilot's license.

RICHARD KATZ, DIRECTOR

Since January 1997, Richard Katz has been the owner of a successful public
policy and government relations firm based in Los Angeles, Richard Katz
Consulting, Inc. ("RKC"). RKC offers a wide variety of services, including
strategic advice, message development, negotiations/mediation and government
relations strategies. RKC brings a vast knowledge of all levels of government
and can guide clients through the maze of both bureaucratic and regulatory
concerns. In addition, they can develop, direct and implement a communications
strategy to specific stakeholders. Targeting interest groups and helping clients
gain entry into organizations, stakeholders and corporations through their vast
contacts and decades of relationships is their specialty.

Mr. Katz was California's lead negotiator for the landmark Colorado River
Agreement between the State of California, the Federal Government, four
California Water Agencies, and the six Colorado River Basin States, furthering
his expertise as a negotiator on issues of statewide significance. Mr. Katz had
already played a pivotal role in renegotiating $30 Billion worth of California's

Energy contracts and developing California's Transportation Blueprint for the
21st Century, which the voters approved as Proposition III in 1990.

Shortly after his election in June of 2005, Los Angeles Mayor Antonio
Villaraigosa appointed Mr. Katz to serve with him on the Governing Board of the
Metropolitan Transportation Authority. After the horrific Metrolink accident in
2008, the Mayor appointed Mr. Katz to the Metrolink Board, where he now serves
as Chair.

In January 2003, Governor Davis appointed Mr. Katz his Senior Advisor on
Energy and Water issues. In 2001, Mr. Katz was appointed to the State Water
Resources Control Board, confirmed by the Senate and served for six years,
occupying the water quality seat.

Mr. Katz was first elected to the California State Assembly in 1980 and
served continuously for 16 years. As Democratic Leader in 1995, Mr. Katz led the
Democratic Party back to majority status by winning 43 seats in the 1996
elections. California's term limits law prohibited Mr. Katz from seeking
re-election.

For 10 years, Mr. Katz served as Chair of the powerful Assembly
Transportation Committee. Katz authored Proposition 111, a 10-year
Transportation Blueprint passed by the voters. He created the Congestion
Management Plan, requiring cities and counties to measure and mitigate impacts
of land use decisions on their streets, highways and transit systems. Mr. Katz
also spearheaded numerous investigations of governmental waste.

In addition to serving as Chair of the Transportation Committee, Mr. Katz
worked in policy areas including education, environment, criminal justice and
consumer issues. Some of his accomplishments include laws he wrote dealing with
prison reform, groundwater protection, computer education, a $100 million school
bus replacement program, Mono Lake restoration and landmark water market
legislation.

Mr. Katz was Chair of Angelinos for Better Classrooms, which led the
successful 1997 campaign to pass a $2.4 billion L.A. school bond. Mr. Katz
currently serves on the Management Committee and Board of the Economic Alliance
of the San Fernando Valley and the Boards of Heal the Bay, Valley Presbyterian
Hospital, The Children's Community School, Project Grad and the West Coast
Sports Medicine Foundation.

WILLIAM ("SMOKEY") ROBINSON JR., DIRECTOR

Smokey Robinson has had a 50 year career in music.

Once pronounced by Bob Dylan as America's "greatest living poet," acclaimed
singer-songwriter Smokey Robinson's career spans over 4 decades of hits. He has
received numerous awards including the Grammy Living Legend Award, NARAS
Lifetime Achievement Award, Honorary Doctorate (Howard University), Kennedy
Center Honors and the National Medal of Arts Award from the President of the
United States. He has also been inducted into the Rock `n' Roll Hall of Fame and
the Songwriters' Hall of Fame.

Born and raised in Detroit, Michigan, Robinson founded The Miracles while
still in high school. The group was Berry Gordy's first vocal group, and it was
at Robinson's suggestion that Gordy started the Motown Record dynasty. Their
single of Robinson's "Shop Around" became Motown's first #1 hit on the R&B
singles chart. In the years following, Robinson continued to pen hits for the
group including "You've Really Got a Hold on Me," "Ooo Baby Baby," "The Tracks
of My Tears," "Going to a Go-Go," "More Love," "Tears of a Clown" (co-written
with Stevie Wonder), and "I Second That Emotion."

The Miracles dominated the R&B scene throughout the 1960's and early 70's
and Robinson became Vice President of Motown Records serving as in-house
producer, talent scout and songwriter.

In addition to writing hits for the Miracles, Robinson wrote and produced
hits for other Motown greats including The Temptations, Mary Wells, Brenda
Holloway, Marvin Gaye and others. "The Way You Do the Things You Do," "My Girl,"

"Get Ready," "You Beat Me to the Punch," "Don't Mess with Bill," "Ain't That
Peculiar," and "My Guy" are just a few of his songwriting triumphs during those
years.

John Lennon of The Beatles made countless remarks regarding Robinson's
influence on his music. The Beatles had recorded Robinson and The Miracles'
"You've Really Got A Hold On Me" in 1963 and in 1982 another popular British
group, The Rolling Stones covered the Robinson and the Miracles' hit "Going To A
Go-Go."

He later turned to a solo career where he continued his tradition of hit
making with "Just to See Her," "Quiet Storm," "Cruisin'," and "Being with You,"
among others.

He remained Vice President of Motown records until the sale of the company,
shaping the label's success with friend and mentor Berry Gordy. Following his
tenure at Motown, he continued his impressive touring career and released
several successful solo albums.

During the course of his 50-year career in music, Robinson has accumulated
more than 4,000 songs to his credit and continues to thrill sold-out audiences
around the world with his high tenor voice, impeccable timing, and profound
sense of lyric. Never resting on his laurels, Smokey Robinson remains a beloved
icon in our musical heritage.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not currently have an audit committee or a compensation committee.

COMPENSATION OF DIRECTORS

Our directors receive compensation in the form of common stock and stock
options.

DIRECTORSHIPS

During the past five years, none of our directors or persons nominated or
chosen to become directors held any other directorship in any company with a
class of securities registered pursuant to Section 12 of the 1934 Act or subject
to the requirements of Section 15(d) of such Act or any other company registered
as an investment company under the Investment Company Act of 1940.

OTHER SIGNIFICANT EMPLOYEES

No other significant employees exist.

FAMILY RELATIONSHIPS

No family relationship exists between or among any of our officers and
directors. However, one of our Directors, Terry S. Adams, is the son of George
Adams, Sr., our largest shareholder, and another one of our Directors, Frederick
Feck, is the brother-in-law of George Adams, Sr.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Except as described below, during the past ten years, no present director,
executive officer or person nominated to become a director or an executive
officer of Ciralight:

(1) had a petition under the federal bankruptcy laws or any state
insolvency law filed by or against, or a receiver, fiscal agent or
similar officer appointed by a court for the business or property of
such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation
or business association of which he was an executive officer at or
within two years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his involvement in any of the following activities:

(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(iii)engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodities laws;
or

(4) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of an federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described in paragraph
(3) (i), above, or to be associated with persons engaged in any such
activity; or
(5) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and for which the judgment has not been reversed,
suspended or vacated;
(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
(7) was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to any alleged violation of:

(i.) Any Federal or State securities or commodities law or regulation;
or
(ii.)Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
(iii.) Any law or regulation prohibiting mail or wire fraud or fraud
in connection with any business entity; or

(8) was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26)), and registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C.1(a)(29)), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.

CODE OF BUSINESS CONDUCT AND ETHICS

On December 14, 2009, we adopted a Code of Business Conduct and Ethics
applicable to our officers, including our principal executive officer, principal
financial officer, principal accounting officer or controller and any other
persons performing similar functions. Our Code of Business Conduct and Ethics
was designed to deter wrongdoing and promote honest and ethical conduct, full,
fair and accurate disclosure, compliance with laws, prompt internal reporting
and accountability to adherence to our Code of Business Conduct and Ethics. Our
Code of Business Conduct and Ethics is posted on our website at
http://www.ciralightglobal.com. Our Code of Business Conduct and Ethics will be
provided free of charge by us to interested parties upon request. Requests
should be made in writing and directed to the Ciralight at the following
address: 670 E. Parkridge, Suite 112, Corona, California 92879

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the aggregate compensation paid by the
Company to our executive officers and directors of the Company for services
rendered during the periods indicated. Jeffrey Bain was appointed President and
Chief Executive Officer on March 19, 2010.

SUMMARY COMPENSATION TABLE

Name and
Principal Stock Option All Other
Position Year Salary($) Bonus($) Awards($) Awards($)(1)(2) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------------- --------------- ---------

Terry S. 2012 0 0 16,667(3) 11,285(3) 0 27,952
Adams, 2011 0 0 0 0 0 0
Chairman 2010 0 0 0 0 0 0
Director

Jeffrey S. 2012 144,000 500(3) 16,667(3) 22,487 27,926(4) 211,580
Brain, 2011 144,000 0 4,125(5) 34,597 31,560(6) 214,282
CEO 2010 139,000 0 0 56,348 41,634(7) 236,982
Director

Frederick Feck, 2012 0 0 16,667(3) 22,487(3) 36,000(8) 75,154
Corporate 2011 0 0 0 34,597 36,000(8) 70,597
Secretary, 2010 0 0 0 32,199 36,000(8) 68,109
Director

Larry 2012 0 0 16,667(3) 11,285(3) 0 27,952
Eisenberg, 2011 0 0 0 0 0 0
Director 2010 0 0 0 0 0 0

Richard 2012 0 0 16,667(3) 11,285(3) 0 27,952
Katz, 2011 0 0 0 0 0 0
Director 2010 0 0 0 0 0 0

William 2012 0 0 33,334(3)(9) 11,285(3) 0 44,619
(Smokey) 2011 0 0 0 0 0 0
Robinson Jr., 2010 0 0 0 0 0 0
Director

----------
(1) The amounts listed in this column for 2010 reflect the fair value of
certain stock options granted to Messrs. Brain and Feck during 2010. 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. 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. 275,000 stock options
were granted to the Company's President, Jeffrey Brain, for achieving
certain milestones and for serving on the Board of Directors. 100,000 stock
options were granted to Frederick Feck, a Director of the Company, for
serving on the Board of Directors in 2010. The fair values were determined
in accordance with Financial Accounting Standards Codification Topic 718,
Share-Based Payments (FASB ASC 718).
(2) The amounts listed in this column for 2011 reflect the fair value of
certain stock options granted to Messrs. Brain and Feck in January 2012,
for services rendered during 2011. In January 2012, the Company's Board of
Directors approved and adopted the Company's 2012 Employee and Consultant
Stock Incentive Plan ("Plan") and reserved a total of 621,500 shares of
common stock for issuance pursuant to the Plan. In January 2012, the Board
of Directors granted a total of 200,000 options to members of our Board of
Directors at an exercise price of $.4675 per share, exercisable over five
years from the date of grant. 100,000 stock options were granted to the
Jeffrey S. Brain and 100,000 stock options were granted to Frederick Feck
for serving on the Board of Directors in 2011. The fair values were
determined in accordance with Financial Accounting Standards Codification
Topic 718, Share-Based Payments (FASB ASC 718).
(3) During 2012 the Directors of the Board received compensation in the form of
common stock and stock options for their service. The common stock and
stock options commenced on May 1, 2012 for all the Directors including
Terry Adams, Jeff Brain, Fred Feck, Larry Eisenberg, Richard Katz, and
William Robinson Jr. The Director receives 4,167 shares per month. Based on
the stock value this is $2,292 per month. Plus each Director receives 4,167
stock options with the right to buy the stock at $.4675 per share good for
5 years. Jeff Brain and Fred Feck received options for the period of
January 1, 2012 through April 30, 2012. During this period they were the
only Board Members. Vacancies on the Board were filled as of May 1, 2012.
The fair values were determined in accordance with Financial Accounting
Standards Codification Topic 718, Share-Based Payments (FASB ASC 718).
(4) Includes (i) $17,818 in health and dental insurance premiums paid by the
Company for Mr. Brain and his dependents; (ii) $9,108 as an automobile
allowance from the Company; and (iii) $1,000 is royalty payments assigned
to Mr. Brain by our majority shareholder, George Adams, Sr. See CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
(5) In January 2012, the Board of Directors granted 7,500 shares of restricted
common stock to Mr. Brain for services rendered in 2011 as our Chief
Executive Officer. The fair value of these shares was determined to be
$4,125 in accordance with Financial Accounting Standards Codification Topic
718, Share-Based Payments (FASB ASC 718).
(6) Includes (i) $20,542 in health and dental insurance premiums paid by the
Company for Mr. Brain and his dependents; (ii) $9,108 as an automobile
allowance from the Company; and (iii) $5,000 is royalty payments assigned
to Mr. Brain by our majority shareholder, George Adams, Sr., less $3,000 of
such royalty payments assigned by Mr. Brain to Jacqui Matsumoto, one of our
employees. See CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
(7) Includes (i) $14,256 in health insurance benefits paid by the Company for
Mr. Brain and his dependents; (ii) $1,518 as an automobile allowance from
the Company; and (iii) $25,860 is royalty payments assigned to Mr. Brain by
our majority shareholder, George Adams, Sr. See CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

(8) Represents rental payments to Mr. Feck in the amount of $3,000 per month
for the lease of our Corona, California warehouse facility from January 1,
2010 through December 31, 2012, on a verbal month to month lease.
(9) William Robinson Jr. also known as Smokey Robinson received common stock as
compensation for his marketing and promotion work on behalf of the company.
Mr. Robinson received 4,167 shares of common stock per month for his
services. This is estimated based on the stock value to be worth $2,292 per
month. The fair values were determined in accordance with Financial
Accounting Standards Codification Topic 718, Share-Based Payments (FASB ASC
718).

EMPLOYMENT CONTRACTS

We do not have any employment agreements with our employees or officers.

COMPENSATION DISCUSSION AND ANALYSIS

We have prepared the following Compensation Discussion and Analysis to
provide you with information that we believe is necessary to understand our
executive compensation policies and decisions as they relate to the compensation
of our named executive officers.

We have six members on our board of directors and do not currently have a
compensation committee. We intend to form and constitute a compensation
committee of our board of directors now that the Board has been expanded to six
members.

The primary objectives of the compensation committee with respect to
executive compensation will be to (i) attract and retain the best possible
executive talent available to us; (ii) motivate our executive officers to
enhance our growth and profitability and increase shareholder value; and (iii)
reward superior performance and contributions to the achievement of corporate
objectives.

The focus of our executive pay strategy will be to tie short-term and
long-term cash and equity incentives to the achievement of measurable corporate
and individual performance objectives or benchmarks and to align executive
compensation with the creation and enhancement of shareholder value. In order to
achieve these objectives, our compensation committee will be tasked with
developing and maintaining a transparent compensation plan that will tie a
substantial portion of our executives' overall compensation to our sales,
operational efficiencies and profitability.

Our board of directors has not set any performance objectives or benchmarks
for 2012, as it intends for those objectives and benchmarks to be determined by
the compensation committee once it is constituted and then approved by the
board. However, we anticipate that compensation benefits will include
competitive salaries, bonuses (cash and equity based), health insurance and
stock option plans.

When constituted, our compensation committee will meet at least quarterly
to assess the cost and effectiveness of each executive benefit and the
performance of our executive officers in light of our revenues, expenses and
profits.

SHARE-BASED COMPENSATION PLAN

On January 1, 2012, the Company's Board of Directors approved and adopted
the Company's 2012 Employee and Consultant Stock Incentive Plan ("Plan") and
reserved a total of 621,500 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.

PLAN INFORMATION

Number of Securities
Number of Securities to be Remaining Available for
Issued Upon Exercise of Weighted-Average Exercise Future Issuance Under
Outstanding Options, Price of Outstanding Options, Equity Compensation Plans
Warrants and Rights Warrants and Rights (excluding column (a))
Plan Category (a) (b) (c)
------------- ------------------- ------------------- -------------------------

Equity Compensation Plans -- -- --
Approved by Security
Holders

Equity Compensation Plans Not 1,419,568 $0.4659 --
Approved by Security Holders

Total 1,419,568 $ 0.4659 --

Stock options exercisable into an aggregate of 1,419,568 shares of the
Company's common stock were outstanding on March 28, 2013, of which 1,419,568
were vested as of March 28, 2013. Stock options exercisable into an aggregate of
440,668 shares of the Company's common stock were granted and vested during
fiscal year 2012 for services performed during the 2012 fiscal year. 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 does
not 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, 2012, 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 70.1% and 71.0%, a
risk-free interest rate of 0.89% and a remaining contractual life of between 1.0
and 5.0 years. 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 70.1% and 74.4%, a risk-free interest rate of
0.89% and a remaining contractual life of between 1.0 and 5.0 years.

AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE

There have been no exercises of stock options or SARs by our directors or
executive officers.

LONG-TERM INCENTIVE PLAN AWARDS

There have been no long-term incentive plan awards made by the company.

REPRICING OPTIONS

We have not re-priced any stock options.

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

The following tables set forth the ownership of our common stock and
preferred stock by (a) each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock and preferred stock; and (b) by all
of named officers and our directors and by all of our named executive officers
and directors as a group. To the best of our knowledge, the persons named have
sole voting and investment power with respect to such shares and are beneficial
owners of the shares indicated in the tables, except as otherwise noted by
footnote.

The information presented below regarding beneficial ownership of our
voting securities has been presented in accordance with the rules of the U.S.
Securities and Exchange Commission and is not necessarily indicative of
ownership for any other purpose. Under these rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of the security or the power to dispose or direct the
disposition of the security. A person is deemed to own beneficially any security
as to which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise of any
convertible security, warrant, option or other right. More than one person may
be deemed to be a beneficial owner of the same securities. The percentage of
beneficial ownership by any person as of a particular date is calculated by
dividing the number of shares beneficially owned by such person, which includes
the number of shares as to which such person has the right to acquire voting or
investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right
to acquire voting or investment power within 60 days. Consequently, the
denominator used for calculating such percentage may be different for each
beneficial owner. Except as otherwise indicated below, we believe that the
beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown.

(a) Security ownership of certain beneficial owners:

Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ---------------- -------------------- --------
Common Stock George Adams, Sr. 4,823,224(1) 30.98%
3200 E. Frontera Street
Anaheim, California 92806

Common Stock Jeffrey S. Brain 1,376,663(2) 8.90%
670 E. Parkridge, Suite 112
Corona, California 92879

Common Stock Frederick Feck 920,002(3) 5.95%
670 E. Parkridge, Suite 112
Corona, California 92879

----------
(1) In addition to the 4,823,224 shares owned of record and beneficially by Mr.
Adams, Mr. Adams owns 1,000,000 shares of Series A Preferred Stock. The
combination of common stock and the voting rights for the Series A
Preferred Stock result in Mr. Adams having the right to cast 51% of all
votes in the election of our directors and on any acquisition or merger
transaction in which we may become involved in the future.
(2) These shares are registered in the name of Bayport Holding Company, LLC,
Jeffrey S. Brain's 100% owned, personal holding company. Mr. Brain is the
indirect beneficial owner of, and has sole dispositive and voting power
over, these shares. Of these shares, 934,955 of these shares represent
common stock issued and options to purchase 441,668 shares of common stock
that are exercisable within the next 60 days.

(3) Includes options to purchase 266,668 shares of common stock that are
exercisable within the next 60 days.

Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ---------------- -------------------- --------
Series A George Adams, Sr. 5,000,000 (1) 100.00%
Preferred Stock 3200 E. Frontera Street
Anaheim, California 92806

----------
(1) In addition to the 1,000,000 shares of Series A Preferred Stock owned of
record and beneficially by Mr. Adams, Mr. Adams owns 4,823,224 shares of
common stock. The combination of common stock and the voting rights for the
Series A Preferred Stock result in Mr. Adams having the right to cast 51%
of all votes in the election of our directors and on any acquisition or
merger transaction in which we may become involved in the future.

(b) Security ownership of management:

Name and Address of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
-------------- ---------------- -------------------- --------
Common Stock Jeffrey S. Brain 1,376,663(1) 8.90%
Common Stock Frederick Feck 920,002(2) 5.95%
Common Stock Terry Adams 580,700(3) 3.75%
Common Stock Larry Eisenberg 66,668(4) .43%
Common Stock Richard Katz 66,668(5) .43%
Common Stock William Robinson Jr. 137,002(6) .89%
Common Stock All officers and directors 3,231,703 20.96%
as a group (6 persons)

----------
(1) Includes 934,745 shares registered in the name of Bayport Holding Company,
LLC, Jeffrey S. Brain's 100% owned, personal holding company. Mr. Brain is
the indirect beneficial owner of, and has sole dispositive and voting power
over, these shares, plus 250 shares in the name of Jeffrey S. Brain. Of
these shares, 934,995 shares represent common stock issued or purchased and
options to purchase 441,668 shares of common stock that are exercisable
within the next 60 days.
(2) Includes 593,334 shares of common stock plus options to purchase 266,668
shares of common stock that are exercisable within the next 60 days.
(3) Includes 447,366 shares of common Stock and options to purchase 233,334
shares of common stock that are exercisable within the next 60 days. In
addition Terry Adams has a note that is convertible to stock if the
principle balance is not paid. The balance as of April 9, 2013, is $275,000
and the note is convertible at $.10 per share.
(4) Includes 33,334 shares of common Stock and options to purchase 33,334
shares of common stock that are exercisable within the next 60 days.
(5) Includes 33,334 shares of common Stock and options to purchase 33,334
shares of common stock that are exercisable within the next 60 days.
(6) Includes 97,668 shares of common Stock and options to purchase 33,334
shares of common stock that are exercisable within the next 60 days.

We are not aware of any arrangements, including any pledge by any person of
our securities, the operation of which may at a subsequent date result in a
change in control of the Company.

SECTION 16(A) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial ownership on Form
3, changes in beneficial ownership on Form 4 and an annual statement of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent shareholders are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

Based on its review of the copies of such form filed with the SEC
electronically, received by the Company and representations from certain
reporting persons, the Company believes that for the fiscal year ended December
31, 2012, and up through the quarterly period ending March 31, 2013, all the
officers, directors and more than 10% beneficial owners have filed all reports
required under the above described filing requirements, except for Directors
Adams, Katz, Eisenberg and Robinson due to an administrative oversight.

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

Although we have not adopted formal procedures for the review, approval or
ratification of transactions with related persons, we adhere to a general policy
that such transactions should only be entered into if they are on terms that, on
the whole, are no more favorable, or no less favorable, than those available
from unaffiliated third parties and their approval is in accordance with
applicable law. Such transactions require the approval of our board of
directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

HJ Associates and Consultants, LLP was the Company's independent auditor
for the fiscal years ended December 31, 2011 and December 31, 2012.

AUDIT FEES. During the fiscal year ended December 31, 2012, the aggregate
fees billed by the Company's auditors for services rendered for the audit of our
annual financial statements and the review of the financial statements included
in our quarterly reports on Form 10-Q and for services provided in connection
with the statutory and regulatory filings or engagements for 2012, was $50,000.
During the fiscal year ended December 31, 2011, the aggregate fees billed by the
Company's auditors for services rendered for the audit of our annual financial
statements and the review of the financial statements included in our quarterly
reports on Form 10-Q and for services provided in connection with the statutory
and regulatory filings or engagements for 2011, was $50,000.

AUDIT-RELATED FEES. During the fiscal year ended December 31, 2012, the
aggregate fees billed by the Company's auditors for audit-related services was
$0. During the fiscal year ended December 31, 2011, the aggregate fees billed by
the Company's auditors for services related to amendments to our Form S-1
registration statement reviews was $6,470.

TAX FEES. Our auditors provided tax preparation services of $1,580 and
$1,260 during the fiscal years ended December 31, 2012, and 2011, respectively.

ALL OTHER FEES. No other fees were billed to the Company by our auditors
during the fiscal years ended December 31, 2012, and 2011.

PRE-APPROVAL POLICIES AND PROCEDURES. The Board of Directors is responsible
for appointing, setting compensation, and overseeing the work of the independent
auditor. The Board has no established policy regarding pre-approval of any audit
or permissible non-audit services provided by the independent auditor.

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-K

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.

SIGNATURES

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

Ciralight Global, Inc.

Dated: April 16, 2013 /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: April 16, 2013 /s/ Jeffrey S. Brain
--------------------------------------
By: Jeffrey S. Brain
Its: President, Chief Executive
Officer and Director
(Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer)

Dated: April 16, 2013 /s/ Terry S. Adams
--------------------------------------
By: Terry S. Adams
Its:Chairman of the Board and Director

Dated: April 16, 2013 /s/ Frederick Feck
--------------------------------------
By: Frederick Feck
Its: Corporate Secretary and Director

Dated: April 16, 2013 /s/ Larry Eisenberg
--------------------------------------
By: Larry Eisenberg
Its: Director

Dated: April 16, 2013 /s/ Richard Katz
--------------------------------------
By: Richard Katz
Its: Director

Dated: April 16, 2013 /s/ William Robinson, Jr.
--------------------------------------
By: William Robinson, Jr.
Its: 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, 2012 and 2011 F-3

Statements of Operations for the years ended December 31, 2012 and
December 31, 2011 F-4

Statement of Changes in Stockholder's Equity (Deficit) for the years
ended December 31, 2012 and December 31, 2011 F-5

Statements of Cash Flows for the years ended December 31, 2012 and
December 31, 2011 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.
Corona, California

We have audited the accompanying balance sheets of Ciralight Global, Inc. as of
December 31, 2012 and 2011, 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, 2012 and 2011, 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
April 16, 2013

F-2

CIRALIGHT GLOBAL, INC
BALANCE SHEETS

December 31, December 31,
2012 2011
------------ ------------

ASSETS

CURRENT ASSETS:
Cash $ 81,060 $ 97,443
Restricted Cash 7,636 7,600
Accounts receivable, net of allowance of $23,425 and $0, respectively 244,325 175,235
Inventory 128,543 197,619
Prepaid expenses and other current assets 30,590 16,090
------------ ------------
TOTAL CURRENT ASSETS 492,154 493,987
------------ ------------
Property and equipment, net 8,748 6,928
Intangible assets, net 67,426 27,198
------------ ------------

TOTAL ASSETS $ 568,328 $ 528,113
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable $ 235,586 $ 128,764
Advances payable - related party 563,000 300,000
Accrued Expenses - related party 30,877 151,813
Deferred Revenue 94,278 30,932
Other payables 230,290 18,426
------------ ------------
TOTAL CURRENT LIABILITIES 1,154,031 629,935
------------ ------------
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,
15,066,569 and 14,322,567 shares issued and outstanding, respectively 15,066 14,322
Additional paid-in capital 3,284,821 2,664,633
Accumulated deficit (3,886,590) (2,781,777)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (585,703) (101,822)
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 568,328 $ 528,113
============ ============

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

F-3

CIRALIGHT GLOBAL, INC
STATEMENTS OF OPERATIONS

For the Twelve Months Ended
December 31,
2012 2011
------------ ------------

SALES $ 1,043,778 $ 1,111,343
Cost of goods sold 908,398 849,184
------------ ------------
GROSS PROFIT 135,380 262,159
------------ ------------
OPERATING EXPENSES
Research and development expenses 62,559 37,262
Selling and marketing expenses 180,924 240,547
General and administrative expenses 960,148 884,732
------------ ------------
TOTAL OPERATING EXPENSES 1,203,631 1,162,541
------------ ------------
Loss from operations (1,068,251) (900,382)
------------ ------------
OTHER INCOME & expense
Other income -- 17,647
Interest expense, net (36,562) (44,337)
------------ ------------
TOTAL OTHER INCOME & expense (36,562) (26,690)
------------ ------------

NET LOSS $ (1,104,813) $ (927,072)
============ ============

BASIC LOSS PER SHARE $ (0.08) $ (0.07)
============ ============
WEIGHTED AVERAGE SHARES
USED IN PER SHARE CALCULATION 14,580,027 13,947,917
============ ============

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

F-4

CIRALIGHT GLOBAL, INC
STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)

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

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)

Common Stock issued for Private
Placement at $0.55 -- -- 181,818 182 99,818 -- 100,000

Common Stock issued to acquire
Assets at $0.55 -- -- 18,182 18 9,982 -- 10,000

Common Stock issued for Private
Placement at $0.50 -- -- 400,000 400 199,600 -- 200,000

Common Stock issued for Services
at $0.55 -- -- 144,002 144 79,057 -- 79,201

Stock Options Issued for Services -- -- -- -- 216,329 -- 216,329

Stock Options Issued to acquire
Assets -- -- -- -- 12,422 -- 12,422

Stock Options Issued For Financing
Costs -- -- -- -- 11,480 -- 11,480

Rent Donation by Related Party -- -- -- -- 1,500 -- 1,500

Stock Offering Costs -- -- -- -- (10,000) -- (10,000)

Net Loss -- -- -- -- -- (1,104,813) (1,104,813)
--------- ------- ---------- ------- ---------- ----------- -----------

BALANCE DECEMBER 31, 2012 1,000,000 $ 1,000 15,066,569 $15,066 $3,284,821 $(3,886,590) $ (585,703)
========= ======= ========== ======= ========== =========== ===========

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

F-5

CIRALIGHT GLOBAL, INC
STATEMENTS OF CASH FLOWS

For the Twelve Months Ended
December 31,
2012 2011
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,104,813) $ (927,072)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for compensation and services 145,316 40,000
Options issued for services -- 9,611
Options issued for financing costs 11,480 34,440
Depreciation and amortization 6,955 9,021
Contribution of rent from a related party 1,500 6,000
Bad debt expense 23,425 25,896
Gain on Extinguish of Debt -- (17,647)
Changes in operating assets and liabilities
(Increase) decrease in Restricted Cash (36) (7,600)
(Increase) decrease in Deferred Revenue 63,347 30,932
(Increase) decrease in Inventory 69,076 30,487
(Increase) decrease in Accounts Receivable (92,515) (52,344)
(Increase) decrease in prepayments and deposits (12,875) 37,715
(Increase) decrease in notes receivable - employee advances (1,625) --
(Increase) decrease in notes receivable - related party -- 35,244
Increase (decrease) in accounts payable 106,823 (42,042)
Increase (decrease) in other payables 241,140 142,514
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (542,802) (644,845)
------------ ------------
CASH FLOW USED IN INVESTING ACTIVITIES
Tooling / Equipment (4,871) (4,262)
Patent development costs (21,710) --
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (26,581) (4,262)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash from sale of common stock 300,000 475,680
Cash from sale of Options -- 1,500
Commission of common stock sales (10,000) (32,438)
Proceeds from related party notes payable 313,000 100,000
Payments towards related party note payable (50,000) --
Stock offering costs -- (1,300)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 553,000 543,442
------------ ------------
Net (decrease) increase in cash (16,383) (105,665)
Cash, beginning of period 97,443 203,108
------------ ------------

CASH, END OF PERIOD $ 81,060 $ 97,443
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ --
============ ============
Income taxes paid $ -- $ --
============ ============
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for accrued liabilities $ 150,213 $ --
============ ============
Debt and liabilities settled with common stock $ 22,422 $ --
============ ============
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 Corona, 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, the patent application pending in Canada (which was
granted subsequent February 26, 2013), and the patent applications pending in
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
(granted February 26, 2013), 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.

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 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). The European Patent
Office has approved the patent for issuance and Ciralight Global is in the
process of validating the European Patent in the desired European Countries. On
March 8, 2013 our Canadian patent application pending before the Canadian
Intellectual Property Office (Canadian Patent Application No. 2,667,258) was

F-7

approved for our one mirror or more design.. 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 one mirror or more
design. We do not have any products that are not covered by our US, Canadian or
Mexican Patents or our European patent applications.

Except for our U.S., Canadian and Mexico patents and our patent applications
pending in Europe, 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.

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 $1,104,813, and $927,072 for the years ended
December 31, 2012, and December 31, 2011, respectively.

As of December 31, 2012, the Company had cash of approximately $88,696 made up
of $81,060 in available cash and $7,636 in restricted cash. In addition, the
Company had accounts receivable of approximately $244,325, inventory on hand at
a cost valuation of approximately $128,543, all fully paid for, and accounts
payable of approximately $235,586. The revolving line of credit consists of
advances from related parties and amounted to $563,000 as of December 31, 2012.
The Company finalized an agreement with the Adams family in which the Company
will grant one stock option for each dollar loaned by the 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, 2012 were financed by product sales contracts,
common stock issuances, as well as from working capital reserves. At fiscal year
end, the Company had $88,696 of cash and cash equivalents and short term
investments. On March 23, 2012, the company obtained an additional $500,000 line
of credit to meet operational and working capital needs.

In addition the company was recently approved by the XM Bank (by the Dept. Of
Commerce) to insure and finance transactions for international Distributors and
Dealers. This provides up to $270,000 in financing. Under this XM Bank program,
the company will receive 90% of an international sale at the time the order
ships thus improving the company's cash flow. The international Distributor and
Dealer then have 90 days, instead of 21 days, to pay back the XM Bank which is a
good incentive for our Distributors and Dealers to sell more product. When the
Distributor or Dealer pays back XM Bank, the balance of the order is remitted to
the Company. In addition, the Company will continue to obtain working capital by
accessing capital markets. 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.

F-8

3. Summary of Significant Accounting Policies:

Concentration of Cash Risk

The Company maintains its cash accounts primarily with banks located in
California. 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.

Cash and Cash Equivalents Policy - The company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.

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, 2012, Management deemed that an allowance of $23,425
should be recorded based on expected collections.

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, 2012 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.

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, 2012.

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.

F-9

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, 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
=========

Settlements made during the period $ (73,725)
Change in liability for warranties issued during the period 101,599
Change in liability for preexisting warranties --
---------

Liability at December 31, 2012 $ 37,350
=========

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, 2012, and 2011 were $62,559, and $37,262, respectively.

Selling and Marketing Expenses - Selling and marketing expenses are expensed as
incurred. These expenses were $180,924, and $240,547, respectively, for the
years ended December 31, 2012, and December 31, 2011 and consisted of the
following:

2012 2011
-------- --------
Booth rental and advertising fees $ 20,564 $ 26,827
Event staffing, travel and shipping 27,295 53,943
Marketing consultants and materials 54,045 69,167
Royalty fees 15,720 22,140
Commissions 42,576 63,210
Sales support, recruitment and travel 20,724 5,260
-------- --------

Total Selling and Marketing Expenses $180,924 $240,547
======== ========

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, 2012, accrued royalties in the net
amount after any royalty payments of $50,044, related to our sale of 2,552
units, is reflected on our financial statements.

F-10

General and Administrative Expenses - General and administrative expenses are
expensed as incurred. These expenses were $960,148, and $884,732, respectively,
for the years ended December 31, 2012 and December 31, 2011 and consisted of the
following:

2012 2011
-------- --------
Computer and internet $ 11,036 $ 17,723
Insurance 67,148 60,554
Membership fees 6,025 4,452
Payroll and compensation 594,474 486,407
Accounting fees 80,420 94,227
Legal fees 50,757 39,111
Consulting fees 14,560 40,987
Rent and occupancy expenses 9,019 12,823
Warehouse expenses 60,743 65,022
Travel expenses 14,615 19,800
Office and administrative expenses 29,606 17,730
Bad debt expense 21,745 25,896
-------- --------

Total General & Administrative Expenses $960,148 $884,732
======== ========

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, 2012,
the top four distributors had balances representing 49% or more of the Company's
accounts receivable.

Earnings Per share - Earnings per share is calculated by dividing the net profit
for the year by the weighted average number of ordinary shares outstanding
during the financial year held by the company.

2012 2011
----------- -----------
Net loss from operations $(1,104,813) $ (927,072)
Basic loss per share $ (.08) $ (.07)
Weighted average shares used
in per share calculation 14,580,027 13,947,917

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
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

F-11

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.

4. Balance Sheet Information:

Cash consisted of the following at December 31,

2012 2011
-------- --------
Checking account $ 80,973 $ 87,292
Savings accounts 7,636 8,435
Petty cash 87 1,716
-------- --------

Total Cash and cash equivalents $ 88,696 $ 97,443
======== ========

F-12

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,

2012 2011
-------- --------
Finished units and components $125,715 $190,084
Packaging crates and materials 2,828 7,535
-------- --------

Total Inventory $128,543 $197,619
======== ========

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

2012 2011
-------- --------
Purchase order prepaid deposits $ 17,687 $ 11,930
Prepaid expenses 11,278 4,160
Employee Advances 1,625 --
-------- --------

Total Prepayments and deposits $ 30,590 $ 16,090
======== ========

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

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:

2012 2011
-------- --------
Furniture and equipment $ 15,384 $ 10,513
Vehicles 2,771 2,771
Tooling costs 24,683 24,683
Convention display 1,817 1,817
-------- --------
Property and equipment 44,655 39,784
-------- --------
Less Accumulated depreciation (35,907) (32,856)
-------- --------

Total Property and equipment, net $ 8,748 $ 6,928
======== ========

F-13

Depreciation expense for the annual periods ended December 31, 2012, and 2011
was $3,051, and $7,359, 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,

2012 2011
-------- --------
Patent and patent applications $ 52,303 $ 30,593
Source Code 22,422 --
Less Accumulated amortization (7,299) (3,395)
-------- --------

Total Intangible assets, net $ 67,426 $ 27,198
======== ========

Amortization expense for the annual periods ended December 31, 2012, and 2011
was $3,904, 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. George Adams advanced the
company $90,000 during the first quarter of 2012. This was partially offset by a
repayment of $50,000 to Terry Adams on February 1, 2012. Terry Adams advanced
the company $90,000 during the second quarter of 2012. In addition, Fred Feck
executed a note for $33,000 on June 30, 2012, in exchange for rent for the
warehouse occupied by the Company. During the third quarter of 2012 George Adams
advanced the Company $15,000 and Terry Adams advance the Company $25,000. During
the fourth quarter of 2012 Terry Adams advanced the Company $60,000. At December
31, 2012, the Advances Payable - Related Party balance was $563,000. Related
accrued interest of $30,877 is included in the Other Payables amount on the
Company's financial statements.

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 may be convertible to
common stock at the option of the creditors at the rate of $0.10 per share. The
principle balance owed as of December 31, 2012 was $530,000. The Adams family
has verbally extended the term of the line of credit on an indefinite basis
month to month with interest accruing on the outstanding balance.

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

Other Payables
2012 2011
-------- --------
Accrued warranty expense $ 37,350 $ 9,476
Accrued compensation 36,768 8,950
Litigated Accounts Payable 66,747 --
Accrued Sales Tax 2,714 --
-------- --------

Total Other payables $143,579 $ 18,426
======== ========

F-14

Other Payables - Related Party
2012 2011
-------- --------
Royalty Fees - Related Party $ 50,044 $ 35,389
Accrued Compensation - Related Party 36,667 107,916
Accrued Interest - Related Party 30,877 8,508
-------- --------

Total Other Payables - Related Party $117,588 $151,813
======== ========

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, 2012 and 2011,
accrued royalties totaled $50,044 and $35,389, 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 $94,278 at December 31, 2012 and
$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 15,066,569 issued and outstanding common stock shares as of
December 31, 2012. Details of the issued and outstanding common stock shares are
shown below.

Common stock shares issued as of December 31, 2012 are as follows:

Amount of
Shares
Description Issued
----------- ----------
Stock issued for acquisition of assets 3,618,182
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) 1,242,502
Stock issued to private offering subscribers 7,177,178
Stock issued for compensation and services rendered 743,358
Stock issued for conversion of note payable 1,803,349
Stock issued for exercise of stock options 2,000
----------

Total common stock shares issued 15,066,569
==========

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.

F-15

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.

During the three month period ended March 31, 2012, a total of 21,500 shares of
common stock were issued for services rendered and valued at the aggregate
amount of $11,825.

During the three month period ended June 30, 2012, a total of 181,818 shares of
common stock were issued, at $.55 per share, from the sales of our stock through
a Private Placement Offering.

During the three month period ended December 31, 2012, a total of 122,502 shares
of common stock and warrants were issued for services rendered, at $.55 per
share.

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:

On August 31, 2012, the Company issued 400,000 warrants with an exercise price
of $.50. These were the only warrants issued in 2012, making 400,000 warrants
the total amount issued as of December 31, 2012.

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
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.

F-16

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, 2012, 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
70.1% and 71.0%, a risk-free interest rate of 0.89% and a remaining contractual
life of between 1.0 and 5.0 years. 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.

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. For services
rendered, on May 1, 2012, Jarett Fenton was granted options to purchase 24,000
shares of common stock and on July 1, 2012, Eugene Daunis was granted options to
purchase 50,000 shares of common stock.

F-17

The following table summarizes the activity of stock options for the years ended
December 31, 2012 and 2011:

Weighted
Number of Average
Shares Exercise
Outstanding Price
----------- -----
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
Options granted 374,000 0.47
Options exercised -- --
Options forfeited or expired -- --
---------- -------

Balance, December 31, 2012 1,352,900 $ 0.46
========== =======

The weighted average fair values of options granted during the years ended
December 31, 2012 and 2011 were $0.21 and $0.15 per option, respectively. The
values recorded for the outstanding exercisable options at December 31, 2012 and
2011 were $123,031 and $34,440, respectively.

7. Commitments and Contingencies:

The Company, as of December 31, 2012 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, 2012 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.

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

F-18

current assets. As of December 31, 2012, purchase order prepaid deposits totaled
$17,687 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.

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. 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. In addition,
2,000 stock options were exercised at $.75 per option during April, 2011.

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. The Company 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 June 25, 2012 the Board of Directors approved a compensation plan that would
grant each Director 50,000 options for each year of service. The options accrue
monthly and are issued quarterly with an exercise price of 85% of the stock
value. The options expire five years after being issued. The Board of Directors
compensation plan commenced May 1, 2012. The financial statements include
options granted to the Board of Directors for May through September 2012 as of
September 30, 2012 with an exercise price of $.4675 per share and expiring
September 30, 2017. In addition, the Board granted 24,000 options to Jarett
Fenton as a bonus with an exercise price of $.4675 on May 1, 2012. The options
expire April 30, 2017.

F-19

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.,
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.

Starting May, 2012, shares were issued to the Board of Directors for their
services and to Smokey Robinson for his services related to Marketing and Public
Relations. Each of the six Board Members receives 50,000 common stock shares per
year with the shares accrued monthly and issued quarterly. In addition, Smokey
receives 50,000 shares for his marketing and public relation services. These are
also accrued monthly and issued quarterly.

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, 2012 and 2011:

2012 2011
------------ ------------
Deferred tax assets
NOL carryover $ 1,342,000 $ 941,200
Accrued expenses-related party 34,000 59,000
Research and Development credit 12,900 2,500
Depreciation (2,700) 800
Contribution carryforward 3,600 --
Allowance for Doubtful Accounts 9,800 --
Deferred tax liabilities -- --
Valuation allowance (1,399,600) (1,003,500)
------------ ------------

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

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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, 2012, and 2011 due to the following:

2012 2011
---------- ----------
Book Income $ (464,000) $ (361,500)
Depreciation 200 1,400
Gain in extinguishment of debt -- 6,900
Accrued expenses-related party (29,800) 52,000
Stock and options for services and
contributed rent 128,900 21,700
Meals & Entertainment (1,500) 200
Allowance for Doubtful Accounts 9,800 --
R&D Credit 6,300 --
Non-Deductible Expenses 2,800 --
Valuation allowance 347,300 279,300
---------- ----------

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

At December 31, 2012, the Company had net operating loss carryforwards of
approximately $3,195,000 that may be offset against future taxable income from
the year 2013 through 2032. No tax benefit has been reported in the December 31,
2012 consolidated financial statements, since the potential tax benefit is
offset by a valuation allowance of the same amount.

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 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. In
May 2012, the Board added Terry Adams, Larry Eisenberg, Richard Katz and William
"Smokey" Robinson Jr. to the Board of Directors. Terry Adams was appointed by
the Board to serve as the Chairman of the Board. At the June 25, 2012
Shareholder meeting all of the Board of Directors were elected to new terms. The
Board thereafter confirmed the officers to be Terry Adams, as Chairman of the
Board, Jeff Brain as CEO, President and Chief Operating Officer

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,
2012 and 2011 include sales to the following major customers, together with the
receivables due from those customers:

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Sales
-----
Year Ended December 31,
Customer 2012 2011
-------- ---- ----
Customer A $ -- $398,612
Customer B $ -- $173,829
Customer C $154,049 $ --

Accounts Receivable, as of
--------------------------
December 31,
Customer 2012 2011
-------- ---- ----
Customer A $ 47,310 $ 57,873
Customer B $ -- $ 45,807
Customer C $ -- $ --

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:

In January 2013, 33,334 shares of common stock were issued to Directors
Eisenberg, Katz, Brain and Adams each, for a total of 133,336 shares for
services rendered, at $.55 per share. In addition, George Adams converted
$67,322 of his line of credit at the rate of $.25/share for a total of 269,288
shares of common stock.

F-22