- Securities Registration Statement (S-1/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1/A

AMENDMENT NO. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PREMIER POWER RENEWABLE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

4931

(Primary Standard Industrial Classification Code Number)

13-4343369

(I.R.S. Employer Identification Number)

4961 Windplay Drive, Suite 100

El Dorado Hills, CA 95762

(916) 939-0400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dean R. Marks, Chief Executive Officer

4961 Windplay Drive, Suite 100

El Dorado Hills, CA 95762

(916) 939-0400

COPY TO:

Kevin K. Leung, Esq.

Dominador Tolentino, Jr., Esq.

Jamie H. Kim, Esq.

Richardson & Patel LLP

10900 Wilshire Blvd., Suite 500

Los Angeles, CA 90024

(310) 208-1182

(Name, address, including zip code, and telephone number, including area code, of agent for service)

FROM TIME TO TIME AFTER THE

EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Per Share Offering Price			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, $0.0001 par value per share		3,816,718	$	3.55	(2)	$	13,549,348	$	532.49

Common stock, $0.0001 par value per share (issuable upon conversion of Series A Convertible Preferred Stock)		4,200,000	$	3.55	(2)	$	14,910,000	$	585.96

Common stock, $0.0001 par value per share (issuable upon exercise of Series A Warrants)		2,100,000	$	2.50	(3)	$	5,250,000	$	206.33

Common stock, $0.0001 par value per share (issuable upon exercise of Series B Warrants)		2,100,000	$	3.00	(3)	$	6,300,000	$	247.59

Common stock, $0.0001 par value per share (issuable upon exercise of options)		1,920,000	$	3.00	(3)	$	5,760,000	$	226.37

Total		14,136,718						$	1,798.74

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.

(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933 based upon the average of the high and low prices of the common stock of the Registrant as reported on the Over-the-Counter Bulletin Board on November 5, 2008.

(3)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(g) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and no offer to buy these securities is being solicited in any state where the offer or sale is not permitted.

Prospectus

PREMIER POWER RENEWABLE ENERGY, INC.

14,136,718 shares of Common Stock

This prospectus covers the resale by selling security holders of up to 14,136,718 shares of our common stock, $0.0001 par value per share.

These securities will be offered for sale from time to time by the selling security holders identified in this prospectus in accordance with the terms described in the section of this prospectus entitled “Plan of Distribution.” We will not receive any of the proceeds from the sale of the common stock by the selling security holders.

Our securities are not listed on any national securities exchange. Our common stock is currently quoted on the OTC Bulletin Board under the symbol “PPRW.” The last reported per share price for our common stock was $4.15 as quoted on the OTC Bulletin Board on January 30, 2009.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is _________________, 2009

No offers to sell are made, nor are offers sought, to buy these securities in any jurisdiction where the offer or sale is not permitted. The reader should assume that the information contained in this prospectus is accurate as of the date in the front of this prospectus only. Our business, financial condition, results of operations, and prospectus may have changed since that date.

TABLE OF CONTENTS

	Page

Prospectus Summary		3
Risk Factors		6
Special Note Regarding Forward-Looking Statements		19
Use of Proceeds		19
Selling Security Holders		19
Plan of Distribution		20
Legal Matters		21
Experts		21
Business		22
Description of Property		28
Summary Financial Data		29
Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Legal Proceedings		37
Management		37
Executive Compensation		39
Security Ownership of Certain Beneficial Holders and Management		41
Certain Relationships and Related Party Transactions		42
Description of Securities		43
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		47
Disclosure of Commission Position on Indemnification for Securities Act Liabilities		47
Additional Information		49
Index to Combined Financial Statements		F-1

PROSPECTUS SUMMARY

This summary contains basic information about us and this offering. The reader should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under “Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

References to “we,” “our,” “us,” the “Company,” or “Premier Power” refer to Premier Power Renewable Energy, Inc., a Delaware corporation, and its consolidated subsidiaries.

Our Business

The Company, through our wholly owned subsidiary Premier Power Renewable Energy, Inc., a California corporation (“Premier Power California”), is in the business of developing, marketing, selling, and maintaining solar energy systems for residential, commercial, and industrial customers in North America and Spain. We use solar components from the industry’s leading suppliers and manufacturers such as General Electric (“GE”), Sharp, Fronius, Wattsun, SMA, Satcon, Xantrex, Schuco and SunPower Corporation. Our clients have included utility companies such as Pacific Gas and Electric and Sierra Pacific Power Company, home builders such as KB Homes, and numerous agricultural clients such as leading wineries in Napa Valley, California.

Corporate Structure

We own all of the capital stock of Premier Power California. Premier Power California wholly owns Bright Future Technologies, LLC, a Nevada limited liability company (“Bright Future”) and Premier Power Sociedad Limitada, a limited liability company formed in Spain (“Premier Power Spain”). Bright Future operates as a trading company that allows Premier Power California and Premier Power Spain to consolidate its purchases from suppliers of solar energy products in order to achieve advantageous trade terms. Premier Power Spain is the base of Premier Power California’s European operations and conducts design, sales, and installation operations in Spain and other parts of Europe.

Share Exchange Transaction

On September 9, 2008, we closed a share exchange transaction (the “Closing”) under a Share Exchange Agreement (the “Exchange Agreement”) entered into by and among the Company, our majority stockholder, Premier Power California, and the stockholders of Premier Power California, consisting of four individuals and one entity, who, immediately prior to the Closing, collectively held 100% of Premier Power California’s issued and outstanding share capital (the “PPG Owners”). Hereinafter, this share exchange transaction is described as the “Share Exchange.” We completed the acquisition of all of the equity interests of Premier Power California held by the PPG Owners through the issuance of 24,218,750 restricted shares of our common stock to the PPG Owners. Immediately prior to the Exchange Agreement transaction and taking into account the cancellation of 25,448,000 shares of our common stock held by Vision Opportunity Master Fund, Ltd. (“Vision”) concurrent with the Closing, we had 1,800,000 shares of common stock issued and outstanding. Immediately after the issuance of the shares to the PPG Owners, we had 26,018,750 shares of common stock issued and outstanding.

Financing Transaction

Concurrently with the Share Exchange, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which we agreed to issue and sell a total of 3,500,000 units (the “Units”) to Vision for an aggregate purchase price of $7,000,000 (the “Financing”). Each Unit consists of one share of our Series A Convertible Preferred Stock (“Series A Preferred Stock”), one-half of one Series A Warrant (the “Series A Warrants”), and one-half of one Series B Warrant (the “Series B Warrants”). Each one share of Series A Preferred Stock will be convertible into one share of our common stock, par value $0.0001 per share (“Common Stock”) at any time at the holder’s option, and each share of Series A Preferred Stock will automatically convert in the event that we complete an underwritten secondary public offering with minimum gross proceeds of $25,000,000 and at a minimum price per share of $4.00 or upon listing on NASDAQ. Each Series A Warrant and each Series B Warrant entitles the holder to purchase a share of Common Stock at an exercise price of $2.50 and $3.00 per share, respectively, of Common Stock for a period of four years. Thus, at the Closing, we issued 3,500,000 shares of Series A Preferred Stock, Series A Warrants for the purchase of an aggregate 1,750,000 shares of Common Stock, and Series B Warrants for the purchase of an aggregate 1,750,000 shares of Common Stock to Vision.

Financial Results

Our combined financial statements for the years ended December 31, 2007 and 2006 are included in this prospectus. In 2006 and 2007, we had approximately $9.9 million and $16.7 million in sales, respectively. In 2006 and 2007, we had approximately $215,000 and $844,000 in net income, respectively.

We have also included our unaudited condensed consolidated financial statements for the nine months ended September 30, 2008 and 2007, during which time we had approximately $27.2 and $13.3 million in sales, respectively, and approximately $613,000 and $1,128,000 in net income, respectively.

See “Index to Combined Financial Statements” on page F-1.

Risks Affecting Our Business

We are subject to a number of risks, which the reader should be aware of before deciding to purchase the securities in this offering. These risks are discussed in the summary below and in the section titled “Risk Factors” beginning on page 6 of this prospectus.

Summary of Risk Factors

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to growth and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond our control. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “will,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to:

our ability to timely and accurately complete orders for our products;

our dependence on a limited number of major customers;

our ability to expand and grow our distribution channels;

general economic conditions which affect consumer demand for our products;

the effect of terrorist acts, or the threat thereof, on consumer confidence and spending;

acceptance in the marketplace of our new products and changes in consumer preferences;

foreign currency exchange rate fluctuations;

our ability to identify and successfully execute cost control initiatives; and

other risks outlined above and in our other public filings.

The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. We undertake no obligation to update this forward-looking information.

While our management fully intends to make concerted efforts to manage these risks, we cannot provide assurances that we will be able to do so successfully. See “Risk Factors” beginning on page 6 of this prospectus.

The Offering

We are registering 14,136,718 shares of our common stock for sale by the selling security holders identified in the section of this prospectus entitled “Selling Security Holders.” As required by the Registration Rights Agreement we executed as part of the Financing (more fully described under the section titled “Business” below) and the First Amendment to Registration Rights Agreement (more fully described under the section titled “Business” below), we are registering for resale 120% of the following: (i) 3,500,000 shares of common stock that may be issued upon the conversion of the Series A Convertible Preferred Stock, (ii) 1,750,000 shares of common stock that may be issued upon the exercise of the Series A Warrants, (iii) 1,750,000 shares of common stock that may be issued upon the exercise of the Series B Warrants, (iv) 1,580,598 shares of common stock issued to Genesis Capital Advisors, LLC, which were issued as part of the Share Exchange, (v) 1,600,000 shares of common stock, and (vi) 1,600,000 share of common stock underlying an option to purchase such shares. Information regarding our common stock is included in the section of this prospectus entitled “Description of Securities.”

General Information

Our principal executive offices are located at 4961 Windplay Drive, Suite 100, El Dorado Hills, California 95762, and our telephone number is (916) 939-0400.

RISK FACTORS

The reader should carefully consider the risks described below together with all of the other information included in this prospectus. The statements contained in or incorporated into this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and an investor in our securities may lose all or part of their investment.

Risks Relating to Our Business

We have a short operating history as a public company, and the limited operating history of some of our subsidiaries makes it difficult to evaluate our future prospects and results of operations.

Our current management has limited experience in operating a public company, and we may need to hire additional management personnel and outside assistance from legal, accounting, and other professionals to assist us with complying with additional SEC reporting requirements and compliance under the Sarbanes-Oxley Act of 2002 not previously required of us as a private company prior to the Share Exchange that could be more costly than planned. Further, the limited operating history of Bright Future and Premier Power Spain makes it difficult to evaluate our business. In the event that we are not able to manage our growth and operate as a public company due to our limited experience, our business may suffer uncertainty and failures, which makes it difficult to evaluate our business.

We are dependent upon our suppliers for the components used in the systems we design and install, and our major suppliers are dependent upon the continued availability and pricing of polysilicon and other raw materials used in solar panels. Any increases in the price of solar components or any interruptions to or shortage or decline in the quality of the solar components we purchase for our solar energy systems could adversely affect our business.

Key components used in our systems are purchased from a limited number of manufacturers. In particular, Sharp, SunPower Corporation, and General Electric account for over 80% of our purchases of solar panels. We are subject to market prices for the components that we purchase for our installations, which are subject to fluctuation. We cannot ensure that the prices charged by our suppliers will not increase because of changes in market conditions or other factors beyond our control. An increase in the price of components used in our systems could result in an increase in costs to our customers and could have a material adverse effect on our revenues and demand for our products and services. Our suppliers are dependent upon the availability and pricing of polysilicon, one of the main materials used in manufacturing solar panels. The world market for solar panels recently experienced a shortage of supply due to insufficient availability of silicon and limited manufacturing capacity. This shortage caused the prices for solar panels to increase. Interruptions in our ability to procure needed components for our systems, whether due to discontinuance by our suppliers, delays or failures in delivery, shortages caused by inadequate production capacity or unavailability, or for other reasons, would adversely affect or limit our sales and growth. In addition, increases in the prices of solar panels could make systems that have been sold but not yet installed unprofitable for us. There is no assurance that we will continue to find qualified manufacturers on acceptable terms and, if we do, there can be no assurance that product quality will continue to be acceptable, which could lead to a loss of sales and revenues.

Various licenses and permits are required to operate our business, and the loss of or failure to renew any or all of these licenses and permits could prevent us from either completing current projects or obtaining future projects, and, thus, materially adversely affect our business.

We hold electrical contractor licenses in all states in which we operate, including C10, C2, and C46. Also, we are certified by the North America Board of Certified Energy Practitioners (NABCEP). The loss of any such licenses or certifications, or the loss of any key personnel who hold such licenses or certifications, would materially adversely affect our business because it could prevent us from obtaining and/or completing solar integration projects in states where we or our personnel lose such licenses or certifications or are in non-compliance with state licensing or certification requirements.

We are highly dependent on senior management and key sales and technical personnel. The loss and inability to replace any such persons could have a material adverse effect on our business and operations.

We are highly dependent on our senior management to manage our business and operations and our key managerial, financial, sales, design, engineering, technical and other personnel for the sale, development and installation of our solar power systems. In particular, we rely substantially on Dean R. Marks, our President and Chief Executive Officer, and Miguel de Anquin, our Chief Operating Officer, and Corporate Secretary, to manage our operations. Although we have entered into employment agreements with and obtained key-man life insurance policies for our benefit on the lives of Messrs. Marks and de Anquin, we cannot assure their continued services to the Company. The loss of either one of them, or any other member of our senior management, would have a material adverse effect on our business and operations. Competition for senior management and sales and technical personnel is intense, and the pool of suitable candidates is limited. We may be unable to locate a suitable replacement for any member of our senior management or key sales and technical personnel that we lose. In addition, if any member of our senior management or key sales and technical personnel joins a competitor or forms a competing company, they may compete with us for customers, business partners and other key professionals and staff members of our company. Although each of our senior management and key sales and technical personnel has signed a confidentiality and non-competition agreement in connection with his employment with us, we cannot provide assurances that we will be able to successfully enforce these provisions in the event of a dispute between us and any member of our senior management or key research and development personnel.

If we are unable to attract, train, and retain highly qualified personnel, the quality of our services may decline, and we may not meet our business and financial goals.

We compete for qualified personnel with other solar integration companies. Intense competition for these personnel could cause our compensation costs to increase significantly, which, in turn, could have a material adverse effect on our results of operations. Our future success and ability to grow our business will depend in part on the continued service of these individuals and our ability to identify, hire and retain additional qualified personnel. If we are unable to attract and retain qualified employees, we may be unable to meet our business and financial goals, which will require the retention of these qualified employees to work on our future solar integration projects as we expand our business.

Our growth strategy may prove to be disruptive and divert management resources.

Our growth strategy may involve large transactions and present financial, managerial and operational challenges, including diversion of management attention from our existing businesses, difficulty with integrating personnel and financial and other systems, increased expenses, including compensation expenses resulting from newly hired employees, the assumption of unknown liabilities and potential disputes. We could also experience financial or other setbacks if any of our growth strategies incur problems of which we are not presently aware. We may also require additional financing in the future in connection with our growth strategy.

We may need to obtain additional debt or equity financing to fund future capital expenditures and to meet working capital requirements, which may be obtained on terms that are unfavorable to the Company and/or our stockholders.

Additional equity may result in dilution to the holders of our outstanding shares of capital stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

limit our ability to pay dividends or require us to seek consent for the payment of dividends;

increase our vulnerability to general adverse economic and industry conditions;

require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, working capital and other general corporate purposes; and

limit our flexibility in planning for, or reacting to, changes in our business and our industry.

We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

Geographical business expansion efforts we make could result in difficulties in successfully managing our business and consequently harm our financial condition.

As part of our business strategy, we may seek to expand by acquiring competing businesses or customer contracts outside of our current geographic markets, or we may open offices in the geographical markets we desire to operate within. We may face challenges in managing expanding product and service offerings and in integrating acquired businesses with our own. We cannot accurately predict the timing, size and success of our expansion efforts and the associated capital commitments that might be required. We expect to face competition for expansion candidates, which may limit the number of expansion opportunities available to us and may lead to higher expansion costs. There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses and contracts or successfully integrate acquired businesses and contracts, if any, into our company, without substantial costs, delays or other operational or financial difficulties. In addition, expansion efforts involve a number of other risks, including:

failure of the expansion efforts to achieve expected results;

diversion of management’s attention and resources to expansion efforts;

failure to retain key customers or personnel of the acquired businesses; and

risks associated with unanticipated events, liabilities or contingencies.

Client dissatisfaction or performance problems at a single acquired business could negatively affect our reputation. The inability to acquire businesses on reasonable terms or successfully integrate and manage acquired companies, or the occurrence of performance problems at acquired companies, could result in dilution to our stockholders, unfavorable accounting charges and difficulties in successfully managing our business.

Our inability to obtain capital, use internally generated cash, or use shares of our common stock or debt to finance future expansion efforts could impair the growth and expansion of our business.

Reliance on internally generated cash or debt to finance our operations or to complete business expansion efforts could substantially limit our operational and financial flexibility. The extent to which we will be able or willing to use shares of common stock to consummate expansions will depend on our market value from time to time and the willingness of potential sellers to accept it as full or partial payment. Using shares of common stock for this purpose also may result in significant dilution to our then existing stockholders. To the extent that we are unable to use common stock to make future expansions, our ability to grow through expansions may be limited by the extent to which we are able to raise capital for this purpose through debt or equity financings. No assurance can be given that we will be able to obtain the necessary capital to finance a successful expansion program or our other cash needs. If we are unable to obtain additional capital on acceptable terms, we may be required to reduce the scope of any expansion. In addition to requiring funding for expansions, we may need additional funds to implement our internal growth and operating strategies or to finance other aspects of our operations. Our failure to (i) obtain additional capital on acceptable terms, (ii) use internally generated cash or debt to complete expansions because it significantly limits our operational or financial flexibility, or (iii) use shares of common stock to make future expansions may hinder our ability to actively pursue any expansion program we may decide to implement and negatively impact our stock price.

Our obligations under our credit facility are secured by our assets. Thus, if the lender forecloses on its security interest, we may have to liquidate some or all of our assets, which may cause us to curtail or cease operations.

Our obligations under our current loan and security agreement with Guaranty Bank are secured by all of our assets. If we default under the credit facility, we could be required to repay all of our borrowings thereunder. In addition, Guaranty Bank could foreclose its security interest and liquidate some or all of our assets, which could cause us to curtail or cease operations. As of January 30, 2009, there were no amounts outstanding under our agreement with Guaranty Bank.

We are subject to restrictive covenants in connection with our credit facility that may limit our ability to borrow additional funds or to raise additional equity as may be required to fund our future operations.

The terms of the current credit facility with Guaranty Bank may limit our ability, without Guaranty Bank’s consent, to, among other things, enter into certain transactions (such as an acquisition of another company) and create additional liens on our assets, and could adversely affect our liquidity and our ability to attract additional funding if required for our business.

Our operations are cash intensive, and our business could be adversely affected if we fail to maintain sufficient levels of working capital.

We expend a significant amount of cash in our operations, principally to fund our materials procurement. Our suppliers typically provide us with credit. In turn, we typically require our customers to make payment at various stages of the project. We generally fund most of our working capital requirements out of cash flow generated from operations and our line of credit. If we fail to generate sufficient revenues from our sales, or if we experience difficulties collecting our accounts receivables, we may not have sufficient cash flow to fund our operating costs, and our business could be adversely affected.

Our operating results may fluctuate from period to period, and if we fail to meet market expectations for a particular period, our stock price may decline.

Our operating results have fluctuated from period to period and are likely to continue to fluctuate as a result of a wide range of factors, including sales demands, electricity rate changes, changes in incentives and technological improvements. Our production and sales are generally lower in the winter due to weather conditions and holiday activities. Interim reports may not be indicative of our performance for the year or our future performance, and period-to-period comparisons may not be meaningful due to a number of reasons beyond our control. We cannot provide assurances that our operating results will meet the expectations of market analysts or our investors. If we fail to meet their expectations, there may be a decline in our stock price.

Because the solar integration industry is highly competitive and has low barriers to entry, we may lose market share to larger companies that are better equipped to weather deterioration in market conditions due to increased competition.

Our industry is highly competitive and fragmented, is subject to rapid change and has low barriers to entry. We may in the future compete for potential customers with solar system installers and servicers, electricians, roofers, utilities and other providers of solar power equipment or electric power. Some of these competitors may have significantly greater financial, technical and marketing resources and greater name recognition than we have. We believe that our ability to compete depends in part on a number of factors outside of our control, including:

the ability of our competitors to hire, retain and motivate qualified technical personnel;

the ownership by competitors of proprietary tools to customize systems to the needs of a particular customer;

the price at which others offer comparable services and equipment;

the extent of our competitors’ responsiveness to client needs;

risk of local economy decline; and

installation technology.

Competition in the solar power services industry may increase in the future, partly due to low barriers to entry, as well as from other alternative energy resources now in existence or developed in the future. Increased competition could result in price reductions, reduced margins or loss of market share and greater competition for qualified technical personnel. There can be no assurance that we will be able to compete successfully against current and future competitors. If we are unable to compete effectively, or if competition results in a deterioration of market conditions, our business and results of operations would be adversely affected.

We act as the general contractor for our customers in connection with the installation of our solar power systems and are subject to risks associated with construction, bonding, cost overruns, delays, and other contingencies, which could have a material adverse effect on our business and results of operations.

We act as the general contractor for our customers in connection with the installation of our solar power systems. All essential costs are estimated at the time of entering into the sales contract for a particular project, and these are reflected in the overall price that we charge our customers for the project. These cost estimates are preliminary and may or may not be covered by contracts between us or the other project developers, subcontractors, suppliers and other parties to the project. In addition, we require qualified, licensed subcontractors to install some of our systems. Shortages of such skilled labor could significantly delay a project or otherwise increase our costs. Should miscalculations in planning a project or defective or late execution occur, we may not achieve our expected margins or cover our costs. Also, many systems customers require performance bonds issued by a bonding agency. Due to the general performance risk inherent in construction activities, it is sometimes difficult to secure suitable bonding agencies willing to provide performance bonding. In the event we are unable to obtain bonding, we will be unable to bid on, or enter into, sales contracts requiring such bonding. Delays in solar panel or other supply shipments, other construction delays, unexpected performance problems in electricity generation or other events could cause us to fail to meet these performance criteria, resulting in unanticipated and severe revenue and earnings losses and financial penalties. Construction delays are often caused by inclement weather, failure to timely receive necessary approvals and permits, or delays in obtaining necessary solar panels, inverters or other materials. The occurrence of any of these events could have a material adverse effect on our business and results of operations.

We generally recognize revenue on system installations on a “percentage of completion” basis and payments are due upon the achievement of contractual milestones, and any delay or cancellation of a project could adversely affect our business.

We recognize revenue on our system installations on a “percentage of completion” basis and, as a result, our revenue from these installations is driven by the performance of our contractual obligations, which is generally driven by timelines for the installation of our solar power systems at customer sites. This could result in unpredictability of revenue and, in the short term, a revenue decrease. As with any project-related business, there is the potential for delays within any particular customer project. Variation of project timelines and estimates may impact the amount of revenue recognized in a particular period. In addition, certain customer contracts may include payment milestones due at specified points during a project. Because we must invest substantial time and incur significant expense in advance of achieving milestones and the receipt of payment, failure to achieve milestones could adversely affect our business and cash flows.

We are subject to particularly lengthy sales cycles with our commercial and government customers, which may adversely affect our sales and marketing efforts.

Factors specific to certain of our customers’ industries have an impact on our sales cycles. Our commercial and government customers may have longer sales cycles due to the timing of various state and federal requirements. These lengthy and challenging sales cycles may mean that it could take longer before our sales and marketing efforts result in revenue, if at all, and may have adverse effects on our operating results, financial condition, cash flows, and stock price.

Our failure to meet a client’s expectations in the performance of our services, and the risks and liabilities associated with placing our employees and technicians in our customers’ homes and businesses, could give rise to claims against us.

Our engagements involve projects that are critical to our customers’ business or home. Our failure or inability to meet a customer’s expectations in the provision of our products and services could damage or result in a material adverse change to their premises or property, and therefore could give rise to claims against us or damage our reputation. In addition, we are exposed to various risks and liabilities associated with placing our employees and technicians in the homes and workplaces of others, including possible claims of errors and omissions, harassment, theft of client property, criminal activity and other claims.

We generally do not have long-term agreements with our solar integration customers and, accordingly, could lose customers without warning.

Our products are generally not sold pursuant to long-term agreements with solar integration customers, but instead are sold on a purchase order basis. We typically contract to perform large projects with no assurance of repeat business from the same customers in the future. Although cancellations on our purchase orders to date have been insignificant, our customers may cancel or reschedule purchase orders with us on relatively short notice. Cancellations or rescheduling of customer orders could result in the delay or loss of anticipated sales without allowing us sufficient time to reduce, or delay the incurrence of, our corresponding inventory and operating expenses. In addition, changes in forecasts or the timing of orders from these or other customers expose us to the risks of inventory shortages or excess inventory. This, in addition to the non-repetition of large systems projects and our failure to obtain new large system projects due to current economic conditions and reduced corporate and individual spending, could cause our revenues to decline, and, in turn, our operating results to suffer.

Our profitability depends, in part, on our success in brand recognition, and we could lose our competitive advantage if we are unable to protect our trademark against infringement. Any related litigation could be time-consuming and costly.

We believe our brand has gained substantial recognition by customers in certain geographic areas. We have applied for trademark protection for the brand names “Premier Power” and “Bright Skies” and our sales slogan “Your Solar Electricity Specialist.” Use of our name or a similar name by competitors in geographic areas in which we have not yet operated could adversely affect our ability to use or gain protection for our brand in those markets, which could weaken our brand and harm our business and competitive position. In addition, any litigation relating to protecting our trademark against infringement is likely to be time consuming and costly.

Our Premier Ballasting and Premier Racking systems are untested and may not be effective or patentable or may encounter other unexpected problems, which could adversely affect our business and results of operations.

Our Premier Ballasting and Premier Racking systems are new and have not been tested in installation settings for a sufficient period of time to prove their long-term effectiveness and benefits. These systems may not be effective or other problems may occur that are unexpected and could have a material adverse effect on our business or results of operations. While we anticipate filing patent applications for our Premier Ballasting and Premier Racking systems technology, patents may not be issued on such technology, or we may not be able to realize the benefits from any patents that are issued.

We may face intellectual property infringement claims that could be time-consuming and costly to defend and could result in our loss of significant rights and the assessment of damages.

If we receive notice of claims of infringement, misappropriation or misuse of other parties’ proprietary rights, some of these claims could lead to litigation. We cannot provide assurances that we will prevail in these actions, or that other actions alleging misappropriation or misuse by us of third-party trade secrets, infringement by us of third-party patents and trademarks or the validity of our patent or trademarks, will not be asserted or prosecuted against us. We may also initiate claims to defend our intellectual property rights. Intellectual property litigation, regardless of outcome, is expensive and time-consuming, could divert management’s attention from our business and have a material negative effect on our business, operating results or financial condition. If there is a successful claim of infringement against us, we may be required to pay substantial damages (including treble damages if we were to be found to have willfully infringed a third party’s patent) to the party claiming infringement, develop non-infringing technology, stop selling our products or using technology that contains the allegedly infringing intellectual property or enter into royalty or license agreements that may not be available on acceptable or commercially practical terms, if at all. Our failure to develop non-infringing technologies or license the proprietary rights on a timely basis could harm our business. Parties making infringement claims on any future issued patents may be able to obtain an injunction that would prevent us from selling our products or using technology that contains the allegedly infringing intellectual property, which could harm our business.

Product liability claims against us could result in adverse publicity and potentially significant monetary damages.

As a seller of consumer products, we face an inherent risk of exposure to product liability claims in the event that our solar energy systems’ use results in damages, injuries or fatalities. Since solar energy systems are electricity producing devices, it is possible that our products could result in damage, injury or fatality, whether by product malfunctions, defects, improper installation or other causes. If such damages, injuries or fatalities or claims were to occur, we could incur monetary damages, and our business could be adversely affected by any resulting negative publicity. The successful assertion of product liability claims against us also could result in potentially significant monetary damages and, if our insurance protection is inadequate to cover these claims, could require us to make significant payments from our own resources.

We do not carry business interruption insurance, and any unexpected business interruptions could adversely affect our business.

Our operations are vulnerable to interruption by earthquake, fire, power failure and power shortages, hardware and software failure, floods, computer viruses and other events beyond our control. In addition, we do not carry business interruption insurance to compensate us for losses that may occur as a result of these kinds of events, and any such losses or damages incurred by us could disrupt our solar integration projects and other Company operations without reimbursement.

A decrease in the availability of credit or an increase in interest rates could make it difficult for customers to finance the cost of solar energy systems and could reduce demand for our services and products.

Some of our prospective customers may depend on debt financing, such as home equity loans, to fund the initial capital expenditure required to purchase a solar energy system. Third-party financing sources, specifically for solar energy systems, are currently limited, especially due to recent domestic and worldwide economic troubles. Currently, many of our customers rely on some form of third-party financing, including home equity loans, to purchase solar energy systems. The lack of financing sources, a decrease in the availability of credit or an increase in interest rates could make it difficult or more costly for our potential customers to secure the financing necessary to purchase a solar energy system on favorable terms, or at all, thus lowering demand for our products and services and negatively impacting our business.

A portion of our revenues is generated by construction contracts, and, thus, a decrease in construction could reduce our construction contract-related sales and, in turn, adversely affect our revenues.

Some of our solar-related revenues were generated from the design and installation of solar power products in newly constructed and renovated buildings, plants and residences. Our ability to generate revenues from construction contracts will depend on the number of new construction starts and renovations, which should correlate with the cyclical nature of the construction industry and be affected by general and local economic conditions, changes in interest rates, lending standards and other factors. For example, the current housing slump and tightened credit markets have resulted in reduced new home construction, which could limit our ability to sell solar products to residential and commercial developers.

We derive most of our revenue from sales in a limited number of territories, and we will be unable to further expand our business if we are unsuccessful in adding additional geographic sales territories to our operations.

We currently derive most of our revenue from sales of our solar integration services in California and Spain. This geographic concentration exposes us to growth rates, economic conditions, and other factors that may be specific to those territories to which we would be less subject if we were more geographically diversified. The growth of our business will require us to expand our operations and commence operations in other states, countries, and territories. Any geographic expansion efforts that we undertake may not be successful, which, in turn, would limit our growth opportunities.

We face risks associated with international trade and currency exchange that could have a material impact on our profitability.

We transact business in the U.S. dollar and the Euro. Changes in exchange rates would affect the value of deposits of currencies we hold. We do not currently hedge against exposure to currencies. We cannot predict with certainty future exchange rates and their impact on our operating results. Movements between the U.S. dollar and the Euro could have a material impact on our profitability.

Our success may depend in part on our ability to make successful acquisitions.

As part of our business strategy, we plan to expand our operations through strategic acquisitions in our current markets and in new geographic markets. We cannot accurately predict the timing, size, and success of our acquisition efforts. Our acquisition strategy involves significant risks, including the following:

our ability to identify suitable acquisition candidates at acceptable prices;

our ability to successfully complete acquisitions of identified candidates;

our ability to compete effectively for available acquisition opportunities;

increases in asking prices by acquisition candidates to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria;

diversion of management’s attention to expansion efforts;

unanticipated costs and contingent liabilities associated with acquisitions;

failure of acquired businesses to achieve expected results;

our failure to retain key customers or personnel of acquired businesses; and

difficulties entering markets in which we have no or limited experience.

These risks, as well as other circumstances that often accompany expansion through acquisitions, could inhibit our growth and negatively impact our operating results. In addition, the size, timing, and success of any future acquisitions may cause substantial fluctuations in our operating results from quarter to quarter. Consequently, our operating results for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our common stock.

Our failure to integrate the operations of acquired businesses successfully into our operations or to manage our anticipated growth effectively could materially and adversely affect our business and operating results.

In order to pursue a successful acquisition strategy, we must integrate the operations of acquired businesses into our operations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that leverage our revenue and growth opportunities. The integration of the management, operations, and facilities of acquired businesses with our own could involve difficulties, which could adversely affect our growth rate and operating results. We may be unable to do any of the following:

effectively complete the integration of the management, operations, facilities and accounting and information systems of acquired businesses with our own;

efficiently manage the combined operations of the acquired businesses with our operations;

achieve our operating, growth and performance goals for acquired businesses;

achieve additional revenue as a result of our expanded operations; or

achieve operating efficiencies or otherwise realize cost savings as a result of anticipated acquisition synergies.

Our rate of growth and operating performance may suffer if we fail to manage acquired businesses profitably without substantial additional costs or operational problems or to implement effectively combined growth and operating strategies.

If we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reports, which could harm our business and stock price.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We are currently required to provide an assessment of our internal controls over financial reporting. In the future, under Section 404 of the Sarbanes-Oxley Act of 2002, we may be required to evaluate and report on these same controls and have our independent registered public accounting firm annually attest to our evaluation, as well as issue their own opinion on our internal controls over financial reporting. We plan to prepare for compliance with Section 404 by strengthening, assessing, and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time-consuming, and requires significant management attention, especially given that we have just initiated efforts to comply with the requirements of Section 404. We cannot be certain that the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If our auditors identify a material weakness in our internal controls, then the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on a national securities exchange, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price.

Costs incurred because we are a public company may affect our profitability.

As a public company, we incur significant legal, accounting and other expenses, and we are subject to the SEC’s rules and regulations relating to public disclosure that generally involve a substantial expenditure of financial resources. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC, require changes in corporate governance practices of public companies. We expect that full compliance with these new rules and regulations will significantly increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, we will be required to create board committees and adopt policies regarding internal controls and disclosure controls and procedures. Such additional reporting and compliance costs may negatively impact our financial results. To the extent our earnings suffer as a result of the financial impact of our SEC reporting or compliance costs, our ability to develop an active trading market for our securities could be harmed.

As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

It may be time-consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act, when applicable to us. Some members of our management team have limited or no experience operating a company with securities traded or listed on an exchange, or subject to SEC rules and requirements, including SEC reporting practices and requirements that are applicable to a publicly traded company. We may need to recruit, hire, train, and retain additional financial reporting, internal controls, and other personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, when applicable, we may not be able to obtain the independent accountant certifications required by the Sarbanes-Oxley Act.

Risks Relating To Our Industry

We have experienced technological changes in our industry. New technologies may prove inappropriate and result in liability to us or may not gain market acceptance by our customers.

The solar power industry, which currently accounts for less than 1% of the world’s power generation according to the Solar Energy Industries Association, is subject to technological change. Our future success will depend on our ability to appropriately respond to changing technologies and changes in function of products and quality. If we adopt products and technologies that are not attractive to consumers, we may not be successful in capturing or retaining a significant share of our market. In addition, some new technologies are relatively untested and unperfected and may not perform as expected or as desired, in which event our adoption of such products or technologies may cause us to lose money.

A drop in the retail price of conventional energy or non-solar alternative energy sources may negatively impact our profitability.

We believe that a customer’s decision to purchase or install solar power capabilities is primarily driven by the cost and return on investment resulting from solar power systems. Fluctuations in economic and market conditions that impact the prices of conventional and non-solar alternative energy sources, such as decreases in the prices of oil, coal and other fossil fuels and changes in utility electric rates and net metering policies, could cause the demand for solar power systems to decline, which would have a negative impact on our profitability.

Existing regulations, and changes to such regulations, may present technical, regulatory, and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products.

Installations of solar power systems are subject to oversight and regulation in accordance with national and local ordinances, building codes, zoning, environmental protection regulation, utility interconnection requirements for metering, and other rules and regulations. We attempt to keep up-to-date about these requirements on a national, state, and local level, and must design systems to comply with varying standards. Certain cities may have ordinances that prevent or increase the cost of installation of our solar power systems. In addition, new government regulations or utility policies pertaining to solar power systems are unpredictable and may result in significant additional expenses or delays and, as a result, could cause a significant reduction in demand for solar energy systems and our services. For example, there currently exist metering caps in certain jurisdictions that effectively limit the aggregate amount of power that may be sold by solar power generators into the power grid.

Our business depends on the availability of rebates, tax credits and other financial incentives, the reduction or elimination of which would reduce the demand for our services.

Many states, including California, Nevada and New Jersey, offer substantial incentives to offset the cost of solar power systems. These incentives can take many forms, including direct rebates, state tax credits, system performance payments and Renewable Energy Credits (“RECs”). Moreover, although the United States Congress recently passed legislation to extend for 8 years a 30% federal tax credit for the installation of solar power systems, there can be no assurance that they will be further extended once they expire. Businesses may also elect to accelerate the depreciation on their system over five years. Spain also offers substantial incentives, including feed-in tariffs. Spain’s Industry Ministry has implemented a capped solar subsidy program for MW installation and reduced tariff levels. A reduction in or elimination of such incentives could substantially increase the cost to our customers, resulting in significant reductions in demand for our products and services, which may negatively impact our sales.

If solar power technology is not suitable for widespread adoption or sufficient demand for solar power products does not develop or takes longer to develop than we anticipate, our sales would decline, and we would be unable to achieve or sustain profitability.

The market for solar power products is emerging and rapidly evolving, and its future success is uncertain. Many factors will influence the widespread adoption of solar power technology and demand for solar power products, including:

cost effectiveness of solar power technologies as compared with conventional and non-solar alternative energy technologies;

performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;

capital expenditures by customers that tend to decrease if the U.S. economy slows; and

availability of government subsidies and incentives.

If solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop sufficiently, we would be unable to generate enough revenue to achieve and sustain profitability. In addition, demand for solar power products in the markets and geographic regions we target may not develop or may develop more slowly than we anticipate.

Risks Related to Doing Business in Spain

Adverse changes in the political and economic policies of the Spanish government could have a material adverse effect on the overall economic growth of Spain, which could reduce the demand for our products and materially and adversely affect our competitive position.

A significant portion of our business operations are conducted in Spain through our indirect wholly owned subsidiary, Premier Power Spain, and some of our sales are made in Spain. Spain also offers substantial incentives, including feed-in tariffs. Accordingly, our business, financial condition, results of operations, and prospects are affected significantly by economic, political, and legal developments in Spain. Any adverse change in such policies could have a material adverse effect on the overall economic growth in Spain or the level of our incentives, which in turn could lead to a reduction in demand for our products and consequently have a material adverse effect on our businesses.

Fluctuation in the value of the Euro may have a material adverse effect on an investment in our securities.

The change in value of the Euro against the U.S. dollar depends on, among other things, changes in Spain’s political and economic conditions. Changes in exchange rates would affect the value of deposits of currencies we hold. We do not currently hedge against exposure to currencies. We cannot predict with certainty future exchange rates and their impact on our operating results. Movements between the U.S. dollar and the Euro could have a material impact on our profitability.

Our business benefits from certain Spanish government incentives. Expiration of, or changes to, these incentives could have a material adverse effect on our operating results.

The Spanish government has provided various incentives to solar energy providers in order to encourage development of the solar industry. Such incentives include feed-in tariffs and other measures. Reduction in or elimination of such incentives or delays or interruptions in the implementation of such favorable policies could substantially decrease the economic benefits of solar to our customers, resulting in significant reductions in demand for our products and services, which would negatively impact our sales.

Effecting service of legal process, enforcing foreign judgments, or bringing original actions in Spain based on United States or other foreign laws against us or our management may be difficult.

We conduct a significant amount of our business through our indirect wholly owned subsidiary, Premier Power Spain, which is established in Spain, and a portion of our assets are located in Spain. As a result, it may not be possible to effect service of process in Spain against us or upon our executive officers or directors, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, there is uncertainty that the courts of Spain would enforce judgments of U.S. courts against us or our directors and officers based on the civil liability provisions of the securities laws of the United States or any state, or entertain an original action brought in Spain based upon the securities laws of the United States or any state. These risks may discourage a potential acquirer from seeking to acquire shares of our common stock which, in turn, could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Risk Relating to Our Securities

Generally, we have not paid any cash dividends, and no cash dividends will be paid in the foreseeable future, which may require our stockholders to generate a cash flow from their investment in our securities through alternative means.

We do not anticipate paying cash dividends on our common stock in the foreseeable future, and we may not have sufficient funds legally available to pay dividends. Even if funds are legally available for distribution, we may nevertheless decide not to or may be unable to pay any dividends to our stockholders. We intend to retain all earnings for our operations. Accordingly, our stockholders may have to sell some or all of their common stock in order to generate cash flow from their investment. Our stockholders may not receive a gain on their investment when they sell their common stock and may lose some or all of the amount of their investment. Any determination to pay dividends in the future on our common stock will be made at the discretion of our board of directors and will depend on our results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law, capital requirements, and other factors that our board of directors deems relevant.

We may need additional capital, and the sale of additional shares or other equity securities could result in dilution to our stockholders. Additionally, our stockholders may face dilution from exercise of our warrants or conversion of our Series A Convertible Preferred Stock.

We believe that our current cash and cash equivalents, anticipated cash flow from operations, and net proceeds from our September 9, 2008 financing will be sufficient to meet our anticipated cash needs for the near future. We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain an increased credit facility. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in further operating and financing covenants that would further restrict our operations. We cannot provide assurances that financing will be available in amounts or on terms acceptable to us, if at all. Additionally, there are outstanding warrants and shares of our Series A Convertible Preferred Stock issued by us, the exercise or conversion, respectively, of which may also dilute our stockholders.

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase our stockholders’ transaction costs to sell those shares.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934. The penny stock rules apply to companies that are not traded on a national securities exchange whose common stock trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common stock, and may result in decreased liquidity for our common stock and increased transaction costs for sales and purchases of our common stock as compared to other securities.

Our common stock is thinly traded, and an active public market for our common stock may not develop or be sustained.

Although our common stock is quoted on the Over-the-Counter Bulletin Board (“OTC”), we cannot predict the extent to which an active public market for our common stock will develop or be sustained. Our common stock has historically been sporadically or “thinly traded” on the OTC, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or nonexistent. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-adverse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on our stock price. We cannot provide assurances that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The volatility of the market price of our common stock may render our stockholders unable to sell their shares of our common stock at or near “ask” prices or at all if they need to sell their shares to raise money or otherwise desire to liquidate their shares.

The market price of our common stock is particularly volatile given our status as a relatively small company with a small and thinly traded “float” that could lead to wide fluctuations in our stock price. The price at which our common stock is purchased may not be indicative of the price that will prevail in the trading market. An investor in our common stock may be unable to sell their common stock at or above their purchase price if at all, which may result in substantial losses to such investor.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our stock price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our stock price is attributable to a number of factors. As noted above, our common stock is sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event a large number of our shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its stock price. The following factors also may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes; additions to or departures of our key personnel, as well as other items discussed under this “Risk Factors” section, as well as elsewhere in this prospectus. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its current market prices, or as to what effect the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

If we do not meet the listing standards established by Nasdaq, NYSE Alternext US LLC, or other similar markets, our common stock may not become listed for trading on one of those markets, which may restrict the liquidity of shares held by our stockholders.

As soon as reasonably practicable, we intend to apply to list our common stock for trading on a national securities exchange such as the Nasdaq Stock Market (“Nasdaq”) or NYSE Alternext U.S. LLC (the “Alternext”). The listing of our common stock on a national securities exchange may result in a more active public market for our common stock, resulting in turn in greater liquidity of shares held by our stockholders. Nasdaq and the Alternext have established certain quantitative criteria and qualitative standards that companies must meet in order to become and remain listed for trading on these markets. We cannot guarantee that we will be able to meet or maintain all necessary requirements for listing; therefore, we cannot guarantee that our common stock will be listed for trading on a national securities exchange.

Volatility in our common stock price may subject us to securities litigation that could result in substantial costs to our business.

The market for our common stock may be characterized by significant price volatility when compared to seasoned issuers, and we expect our stock price will be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources that otherwise could have been focused on our business operations.

Past activities of our company and affiliates may lead to future liability for our company.

Prior to our acquisition of Premier Power California, we were a third-party logistics provider for supply chain management, a business unrelated to our current operations. Any liabilities relating to such prior business against which we are not completely indemnified will be borne by us and may result in substantial costs to the Company and could divert management’s attention and resources that otherwise could have been focused on our business operations.

We have raised substantial amounts of capital in a recent financing, and if we inadvertently failed to comply with applicable securities laws, ensuing rescission rights or lawsuits would severely damage our financial position.

The securities offered in our September 9, 2008 private placement were not registered under the Securities Act or any state “blue sky” law in reliance upon exemptions from such registration requirements. Such exemptions are highly technical in nature, and if we inadvertently failed to comply with the requirements or any of such exemptive provisions, the investor would have the right to rescind their purchase of our securities or sue for damages. If the investor was to successfully seek such rescission or prevail in any such suit, we would face severe financial demands that could materially and adversely affect our financial position. Financings that may be available to us under current market conditions frequently involve sales at prices below the prices at which our common stock currently is quoted on the OTC or exchange on which our common stock may in the future be listed, as well as the issuance of warrants or convertible securities at a discount to market price.

Our principal stockholders are two members of our management. As these principal stockholders substantially control our corporate actions, our other stockholders may face difficulty in exerting any influence over matters not supported by these two members of management.

Our principal stockholders include Dean R. Marks, who is our Chairman of the Board, President, and Chief Executive Officer, and Miguel de Anquin, who is our Chief Operating Officer and Corporate Secretary and a member of our Board. Messrs. Marks and de Anquin own approximately 69.1% of our outstanding shares of common stock. These stockholders, acting individually or as a group, could exert substantial influence over matters such as electing directors, amending our certificate of incorporation or bylaws, and approving mergers or other business combinations or transactions. In addition, because of the percentage of ownership and voting concentration in these principal stockholders and their affiliated entities, elections of our board of directors will generally be within the control of these stockholders and their affiliated entities. While all of our stockholders are entitled to vote on matters submitted to our stockholders for approval, the concentration of shares and voting control presently lies with these principal stockholders and their affiliated entities. As such, it would be difficult for stockholders to propose and have approved proposals not supported by these principal stockholders and their affiliated entities. There can be no assurance that matters voted upon by our officers and directors in their capacity as stockholders will be viewed favorably by all stockholders of our company. The stock ownership of our principal stockholders and their affiliated entities may discourage a potential acquirer from seeking to acquire shares of our common stock which, in turn, could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

We are responsible for the indemnification of our officers and directors, which could result in substantial expenditures.

Our bylaws provide for the indemnification of our directors, officers, employees, and agents, and, under certain circumstances, against attorneys’ fees and other expenses incurred by them in litigation to which they become a party arising from their association with or activities on behalf of the Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup.

Our certificate of incorporation authorizes our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

Contractual limitations that restrict conversion or exercise of securities held by Vision Opportunity Master Fund, Ltd. may not necessarily prevent substantial dilution of the voting power and value of an investment in our securities.

The contractual limitations that restrict conversion and exercise of shares of Series A Convertible Preferred Stock (“Series A Stock”) and Series A and Series B Warrants (collectively, the “Warrants”) held by Vision Opportunity Master Fund, Ltd. (“Vision”) for shares of our common stock are limited in their application and effect and may not prevent substantial dilution of our existing stockholders. Pursuant to the terms of such securities, Vision may not convert the Series A Stock or exercise the Warrants to the extent that such conversion or exercise would cause Vision’s beneficial ownership, together with its affiliates, to exceed 9.99% of the number of shares of our outstanding common stock immediately after giving effect to the issuance of shares of common stock as a result of a conversion or exercise. Vision, may, however waive this limitation upon 61 days’ notice to the Company. In addition, this 9.99% limitation does not prevent Vision from converting the Series A Stock into, or exercising the Warrant for, shares of our common stock and then reselling those shares in stages over time where Vision and its affiliates do not, at any given time, beneficially own shares in excess of the 9.99% limitation. Consequently, this limitation will not necessarily prevent substantial dilution of the voting power and value of an investment in our securities.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this prospectus, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect” and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Whether actual results will conform to the expectations and predictions of management, however, is subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks are in the section entitled “Risk Factors” on page 6, and in our previous SEC filings.

Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

USE OF PROCEEDS

We will use the proceeds from the exercise of the Series A Warrants and Series B Warrants held by one of the selling security holders for working capital and capital expenditures.

We will not receive any proceeds from the sale of the common stock by the selling security holders. All proceeds from the sale of such securities offered by the selling security holders under this prospectus will be for the account of the selling security holders, as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution.” With the exception of any brokerage fees and commissions which are the respective obligations of the selling security holders, we are responsible for the fees, costs and expenses of this offering which includes our legal and accounting fees, printing costs and filing and other miscellaneous fees and expenses.

SELLING SECURITY HOLDERS

We are registering the following securities:

120% of 3,500,000 shares of common stock issuable upon conversion of the 3,500,000 shares of Series A Convertible Preferred Stock held by Vision Opportunity Master Fund, Ltd., pursuant to the terms of the Registration Rights Agreement between the Company, Genesis Capital Advisors, LLC, and Vision Opportunity Master Fund, Ltd., dated September 9, 2008 (the “Registration Rights Agreement”);

120% of 1,580,598 shares of common stock held by Genesis Capital Advisors, LLC, which were issued as part of the Share Exchange, pursuant to the terms of the Registration Rights Agreement;

120% of 1,750,000 shares of common stock issuable upon exercise of 1,750,000 Series A Warrants held by Vision Opportunity Master Fund, Ltd., pursuant to the terms of the Registration Rights Agreement;

120% of 1,750,000 shares of common stock issuable upon exercise of 1,750,000 Series B Warrants held by Vision Opportunity Master Fund, Ltd., pursuant to the terms of the Registration Rights Agreement;

120% of 1,600,000 shares of common stock held by Vision Opportunity Master Fund, Ltd., pursuant to the terms of the First Amendment to Registration Rights Agreement between the Company, Genesis Capital Advisors, LLC, and Vision Opportunity Master Fund, Ltd., dated October 31, 2008 (the “Amended Registration Rights Agreement”); and

120% of 1,600,000 shares of common stock underlying an option to purchase such shares held by Vision Opportunity Master Fund, Ltd., pursuant to the terms of the Amended Registration Rights Agreement.

We are registering these securities in order to permit the selling security holders to dispose of the shares of common stock, or interests therein, from time to time. The additional 20% of such securities are being registered to accommodate possible issuances pursuant to anti-dilution provisions of the Series A Convertible Preferred Stock and Series A and Series B Warrants. The selling security holders may sell all, some, or none of their shares in this offering. See “Plan of Distribution.”

The table below lists the selling security holders and other information regarding the beneficial ownership of the shares of common stock by each of the selling security holders. Column B lists the number of shares of common stock beneficially owned by each selling security holder as of January 30, 2009. Column C lists the shares of common stock covered by this prospectus that may be disposed of by each of the selling security holders. Column D lists the number of shares of common stock that will be beneficially owned by the selling security holders assuming all of the shares covered by this prospectus are sold. Column E lists the percentage of class beneficially owned, based on 26,048,750 shares of common stock outstanding on January 30, 2009.

The selling security holders may decide to sell all, some, or none of the securities listed below. We cannot provide an estimate of the number of securities that any of the selling security holders will hold in the future. For purposes of this table, beneficial ownership is determined in accordance with the rules of the SEC, and includes voting power and investment power with respect to such securities.

The inclusion of any securities in the following table does not constitute an admission of beneficial ownership by the persons named below. Except as indicated in the footnotes to the table, no selling security holder has had any material relationship with us or our affiliates during the last three years. Except as indicated below, no selling security holder is the beneficial owner of any additional shares of common stock or other equity securities issued by us or any securities convertible into, or exercisable or exchangeable for, our equity securities. Except as indicated below, no selling security holder is a registered broker-dealer or an affiliate of a broker-dealer.

Selling Security Holder Table

Name (A)	Securities Beneficially Owned Prior to Offering (B)			Securities Being Offered (C)			Securities Beneficially Owned After Offering (D)		% Beneficial Ownership After Offering (E)
Vision Opportunity Master Fund, Ltd. (1)		2,646,030	(2)		12,240,000	(3)		578,000		9.99%	(2)
Genesis Capital Advisors, LLC (4)		1,580,598			1,896,718	(5)		0		0 %
TOTAL		4,226,628			14,136,718			578.000

(1)	The address for this security holder is Citi Hedge Fund Services (Cayman) Limited, Cayman Corporate Centre, 27 Hospital Road, 5 th Floor, Grand Cayman KY1-1109, Cayman Islands. Adam Benowitz , as the managing member of Vision Capital Advisors, LLC, the investment advisor to this security holder, has dispositive and voting power over these securities and may be deemed to be the beneficial owner of these securities.

(2)	This selling security holder’s beneficial ownership includes 2,178,000 shares of Common Stock and 468,030 shares of Common Stock issuable upon conversion of 468,030 shares of our Series A Preferred Stock, which are presently convertible. This selling security holder’s beneficial ownership does not include (i) 3,031,970 shares of Common Stock underlying its shares of Series A Preferred Stock, (ii) 1,750,000 shares of Common Stock underlying its Series A Warrants, (iii)1,750,000 shares of Common Stock underlying its Series B Warrants, or (iv) 1,600,000 shares of Common Stock underlying an option to purchase such shares because each of these securities held by the selling security holder contains a restriction on conversion or exercise, as the case may be, limiting such holder’s ability to convert or exercise to the extent that such conversion or exercise would cause the beneficial ownership of the holder, together with its affiliates, to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock as a result of a conversion or exercise. The selling security holder may waive this limitation upon 61 days’ notice to the Company. As of January 30, 2009, however, the Company has not received any such notice.

(3)	Pursuant to the Registration Rights Agreement we entered into as part of the Financing (more fully described under the section titled “Business” below) and the First Amendment to Registration Rights Agreement (more fully described under the section titled “Business” below), we are registering for resale 120% of the following: (i) 3,500,000 shares of common stock that may be issued upon the conversion of the Series A Convertible Preferred Stock, (ii) 1,750,000 shares of common stock that may be issued upon the exercise of the Series A Warrants, (iii) 1,750,000 shares of common stock that may be issued upon the exercise of the Series B Warrants , (iv) 1,600,000 shares of common stock, and (v) 1,600,000 shares of common stock underlying an option to purchase such shares, all of which are held by this selling security holder.

(4)	The address for this security holder is 15760 Ventura Blvd., Suite 1550, Encino, California 91436. Ronald Andrikian and Charles Gilreath have shared dispositive and voting power over these securities and may be deemed to be the beneficial owner of these securities.

(5)	Pursuant to the Registration Rights Agreement we entered into as part of the Financing more fully described under the section titled “Business” below, we are registering for resale 120% of the 1,580,598 shares of common stock issued to this selling security holder.

PLAN OF DISTRIBUTION

Each selling security holder named below and any of their pledgees, assignees, and successors-in-interest (each a “Selling Security Holder” and collectively the “Selling Security Holders”) may, from time to time, sell any or all of their shares of common stock on the OTC Bulletin Board or any other stock exchange, market, or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Security Holder may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Security Holders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Security Holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the common stock or interests therein, the Selling Security Holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Security Holders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Security Holders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Security Holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Security Holder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute their shares of common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Security Holders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Security Holders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Security Holders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Security Holders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Security Holders or any other person. We will make copies of this prospectus available to the Selling Security Holders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL MATTERS

Richardson & Patel LLP has rendered an opinion regarding the legality of the issuance of the shares of common stock being registered in this prospectus. As of January 30, 2009, no principals or employees of Richardson & Patel LLP hold Company securities.

EXPERTS

Our combined financial statements as of December 31, 2007 and 2006 and for the years then ended appearing in this prospectus and registration statement have been audited by Macias Gini & O’Connell LLP, an independent registered public accounting firm, as set forth in their report appearing herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

BUSINESS

Overview

We are a developer, designer, and integrator of solar energy solutions for residential, commercial, and industrial customers in North America and Spain. We use solar components from the industry’s leading suppliers and manufacturers such as General Electric (“GE”), Sharp, Fronius, Wattsun, SMA, Satcon, Xantrex, Schuco and SunPower Corporation. Our clients have included utility companies such as Pacific Gas and Electric and Sierra Pacific Power Company, home builders such as KB Homes, and numerous agricultural clients such as leading wineries in Napa Valley, California.

Corporate History

We were originally incorporated as “Harry’s Trucking, Inc.” in Delaware on September 1, 2006 and had business operations as a third-party logistics provider for supply chain management through a wholly owned subsidiary, “Harry’s Trucking, LLC,” which was formed on April 2, 2004 as a limited liability company in California. In connection with the closing of the share exchange transaction discussed more fully below, we sold 100% of our interest in Harry’s Trucking, LLC to Haris Tajyar and Omar Tajyar. Effective September 5, 2008, we changed our name to “Premier Power Renewable Energy, Inc.” On September 9, 2008, we consummated a share exchange transaction discussed more fully below, and, as a result, we now operate through our subsidiaries as a developer, designer, and integrator of solar energy solutions.

Share Exchange Transaction

On September 9, 2008 (the “ “Closing Date”), we closed a share exchange transaction (the “Closing”) under a Share Exchange Agreement (the “Exchange Agreement”) entered into by and among the Company, our majority stockholder, Premier Power Renewable Energy, Inc., a California corporation (“Premier Power California”), and the stockholders of Premier Power California, consisting of four individuals and one entity, who, immediately prior to the Closing, collectively held 100% of Premier Power California’s issued and outstanding share capital (the “PPG Owners”). Hereinafter, this share exchange transaction is described as the “Share Exchange.” We completed the acquisition of all of the equity interests of Premier Power California held by the PPG Owners through the issuance of 24,218,750 restricted shares of our common stock, par value $0.0001 per share (“Common Stock”) to the PPG Owners. Immediately prior to the Exchange Agreement transaction and taking into account the cancellation of 25,448,000 shares of our common stock held by Vision Opportunity Master Fund, Ltd. (“Vision”) concurrent with the Closing, we had 1,800,000 shares of common stock issued and outstanding. Immediately after the issuance of the shares to the PPG Owners, we had 26,018,750 shares of common stock issued and outstanding.

As a result of the Share Exchange, the PPG Owners became our controlling stockholders, and Premier Power California became our wholly owned subsidiary. In connection with Premier Power California becoming our wholly owned subsidiary, we acquired the business and operations of Premier Power California, and Premier Power California’s wholly owned subsidiaries, Bright Future Technologies, LLC, a Nevada limited liability company (“Bright Future”) and Premier Power Sociedad Limitada, a limited liability company formed in Spain (“Premier Power Spain,” and together with Premier Power California and Bright Future, referred to herein as the “Premier Power Group”), became our indirect wholly owned subsidiaries.

Financing Transaction

Concurrently with the Share Exchange, we also entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which we agreed to issue and sell a total of 3,500,000 units (the “Units”) to one accredited investor, Vision (the “Investor”), for an aggregate purchase price of $7,000,000 (the “Financing”). Each Unit consists of one share of our Series A Convertible Preferred Stock (“Series A Preferred Stock”), one-half of one Series A Warrant (the “Series A Warrants”), and one-half of one Series B Warrant (the “Series B Warrants”). Each one share of Series A Preferred Stock will be convertible into one share of Common Stock at any time at the holder’s option, and each share of Series A Preferred Stock will automatically convert in the event that we complete an underwritten secondary public offering with minimum gross proceeds of $25,000,000 and at a minimum price per share of $4.00 or upon listing on NASDAQ. Each Series A Warrant and each Series B Warrant entitles the holder to purchase a share of Common Stock at an exercise price of $2.50 and $3.00 per share, respectively, of Common Stock for a period of four years. Thus, at the Closing, we issued 3,500,000 shares of Series A Preferred Stock, Series A Warrants for the purchase of an aggregate 1,750,000 shares of Common Stock, and Series B Warrants for the purchase of an aggregate 1,750,000 shares of Common Stock to the Investor.

Pursuant to the Exchange Agreement and in connection with the Financing, we entered into a Registration Rights Agreement (the "Original RRA") with the Investor and Genesis Capital Advisors, LLC (“Genesis”), a consulting firm that was issued shares of common stock as part of the Share Exchange because Genesis was a stockholder of Premier Power California prior to the Share Exchange. Pursuant to the Original RRA, we agreed to register for public re-sale all of the shares of Common Stock underlying the Series A Preferred Stock, Series A Warrants, and Series B Warrants issued to the Investor in the Financing and the shares of Common Stock held by Genesis, except that if the SEC limits the number of shares of Common Stock that may be registered on the Registration Statement, then the number of shares to be registered shall be cutback according to the following order of preference on a pro rata basis to each holder to comply with any such limitation imposed by the SEC: (i) shares of Common Stock underlying the Series A Preferred Stock, (ii) shares of Common Stock underlying the Series A Warrants, and (iii) share of Common Stock underlying the Series B Warrants. (The shares we are required to register, as described above, are collectively referred to hereinafter as the “Registrable Securities.”) The Original RRA provided that we must file a Registration Statement on Form S-1 (the “Registration Statement”) relating to the resale of the Registrable Securities within 90 calendar days following the Closing (the “Filing Deadline Date”) and that we shall use best efforts to cause such Registration Statement to become effective 180 calendar days after the Closing Date, (or, in the event of a “full review” of the Registration Statement by the SEC, 240 calendar days after the Closing Date) (the “Required Effective Date”). If the Registration Statement is not filed on a timely basis or is not declared effective by the SEC for any reason on a timely basis, the Company will be required to issue additional shares of Common Stock (the “Late Registration Shares”) to each Investor in an amount equal to 1% of the total shares of Common Stock into which the total number of shares of Series A Preferred Stock then held by such Investor is convertible for each 30 calendar day period, pro rata, until the Registration Statement is filed or declared effective by the SEC, as the case may be; provided, however, that in no event shall the Late Registration Shares, if any, exceed in the aggregate, 12% of such shares purchased.

In connection with the Purchase Agreement, the PPG Owners entered into a Lock-up Agreement (the “Lock-up Agreement”) whereby they agreed not to transfer their shares of Common Stock from the Closing Date until the earlier of (a) the 12 months after the initial registration statement associated with the Financing is declared effective (the “Effective Date”) and (b) the date that (i) the Common Stock has a closing bid price of $4.00 or more for 20 consecutive trading days and an average daily trading volume during such same period of at least 100,000 shares (such price and volume adjusted for any stock splits and similar adjustments effected after the Closing Date) or (ii) the Common Stock is listed on any tier of the Nasdaq Stock Market (such period, the “Restriction Period”). During the Restricted Period, the PPG Owners (except for Genesis) may sell up to 20% of the number of shares they each received in the Share Exchange so long as the closing bid price on the trading day prior to such transfer is at least $3.00 (adjusted for any stock splits and similar adjustments effected after the Closing Date). During the Restricted Period, Genesis is allowed to sell up to 45% of the number of shares it received in the Share Exchange (the “45% Shares”) so long as the closing bid price on the trading day prior to such transfer is at least $2.00 (adjusted for any stock splits and similar adjustments effected after the Closing Date); provided further, that Genesis may not sell any additional shares it received in the Share Exchange (other than the 45% Shares) at any price less than $3.00 per share prior to the earlier of 12 months after the Effective Date or the listing of the Common Stock on any tier of the Nasdaq Stock Market.

GT Securities, Inc. (the “Placement Agent”) acted as the placement agent in connection with the Financing pursuant to an engagement by Premier Power California. For its services, the Placement Agent received a placement agent’s cash fee equal to 3% of the gross proceeds or approximately $210,000 from the Financing. The Placement Agent will also receive 6% of the gross proceeds from the exercise of the Series A Warrants and Series B Warrants.

In connection with the Financing, the Company agreed to place $300,000 of the gross proceeds from the Financing in an escrow account to be expended for investor relations. Additionally, 7% of the gross proceeds from the exercise of the Series A Warrants and Series B Warrants will be placed into the escrow account for investor relations, unless the Company’s Common Stock gets listed on NASDAQ, in which case any such unused funds will be returned to the Company.

Immediately after the issuance of securities to the Investor in the Financing, the Company had a total of 26,018,750 shares of Common Stock outstanding and 3,500,000 shares of its Series A Preferred Stock outstanding.

On October 31, 2008, the Company, Genesis, and Vision entered into a First Amendment to Registration Rights Agreement (the “Amended RRA”), which amends the Original RRA. Specifically, the Amended RRA added to the definition of “Registrable Securities” 1,600,000 shares of our Common Stock (the “1.6m Shares”) held by Vision and an aggregate 1,600,000 shares of our Common Stock (the “Option Shares”) underlying an option to purchase the Option Shares held by Vision. As a result, we are now required to register for public resale the 1.6m Shares and the Option Shares in addition to the securities that were required to be registered for public resale under the Original RRA. In addition, the parties to the Amended RRA amended the manner in which the number of unregistered “Registrable Securities” shall be reduced in the registration statement to be filed pursuant to the Original RRA to a pro rata reduction among the holders of such “Registrable Securities” if, after the registration statement’s filing, there is SEC guidance that limits the number of such “Registrable Securities” that can be registered under the registration statement.

Premier Power California History and Organization

In 2001, Premier Homes Properties, Inc. (“Premier Homes”) formed a solar power systems design and integration division (the “Solar Division”) in order to meet its internal mandate to make one out of every three homes Premier Homes developed, into a solar home. On April 22, 2003, in order to meet the growing demand for commercial and residential retrofit solar power system installations, the Solar Division was spun-off from Premier Homes by the formation of Premier Power California, which was established as a California corporation. Immediately prior to the Share Exchange, Dean R. Marks, Premier Power California’s founder and President, owned approximately 50.1% of the issued capital shares and equity ownership of Premier Power California, Miguel de Anquin, Premier Power California’s Vice President, owned approximately 28.4% equity ownership interest in Premier Power California, and 3 other stockholders owned the remaining 21.5% equity ownership interest in Premier Power California, all of which was acquired by the Company at the Closing of the Share Exchange in exchange for 24,218,750 shares of the Company’s common stock. As a result, Premier Power California became a wholly owned subsidiary of the Company.

Bright Future

Bright Future is a wholly owned subsidiary of Premier Power California, operating as a trading company that allows Premier Power California and Premier Power Spain to consolidate its purchases from suppliers of solar energy products in order to achieve advantageous trade terms. Bright Future was formed as a Nevada limited liability company on December 13, 2006.

Premier Power Spain

Premier Power Spain is a wholly owned subsidiary of Premier Power California, and is the base of Premier Power California’s European operations. Premier Power Spain was formed on July 7, 2006 as a Spanish limited liability company by the principals of Premier Power California (Messrs. Marks and de Anquin) in order to conduct design, sales and installation operations in Spain and other parts of Europe. Premier Power Spain has two offices in Spain, its headquarters in Pamplona and a satellite office in Madrid.

Offices and Website

Premier Power California maintains offices across Southern and Northern California, as well as offices in Pamplona and Madrid in Spain. Premier Power California’s headquarters are located at 4961 Windplay Drive, Suite 100, El Dorado Hills, California 95762, near Sacramento. Premier Power California also operates informational websites located at www.premierpower.com and www.mysolarexperience.com. The information on these websites is not incorporated herein by reference.

Industry Overview

According to the Energy Information Administration (“EIA”), a section of the United States Department of Energy, energy markets are seeing dramatic use demands and price increases. In fact the EIA’s outlook in 2008 was that global energy consumption would increase by 50% from 2005 to 2030. According to information published by the California Public Utilities Commission (“CPUC”), California electric rates have increased from about $0.02 per kilowatt-hour to almost $0.16 per kilowatt-hour from 1970 to 2000, respectively. Electric power used to operate businesses and industries provides the power needed for homes and offices and provides the power for our communications, entertainment, transportation, and medical needs. On the residential side, growth in population and disposable income have led to increased demand of popular new electronic items ranging from large screen plasma televisions and sound systems to a greater number of domestic appliances. Population shifts to warmer regions have also increased the need for cooling. Electricity is now more commonly used for local transportation (electric vehicles) and space/water heating needs.

Due to continuously increasing energy demands, we believe the electric power industry faces the following challenges:

Limited Fossil Fuel Supplies and Cost Pressures. Supplies of fossil fuels that are used to generate electricity such as oil, coal and natural gas are limited, and yet worldwide demand for electricity continues to increase. The increasing demand for electricity and a finite supply of fossil fuels may result in increased fossil fuel prices, which, in turn, will likely result in a continuation of increases in long-term average costs for electricity.

Stability of Suppliers. Many of the world’s leading suppliers of fossil fuels are located in unstable regions of the world where political instability, labor unrest, war and terrorist threats may disrupt oil and natural gas production. Purchasing oil and natural gas from these countries may increase the risk of supply shortages and may increase costs of fossil fuels.

Generation, Transmission and Distribution Infrastructure Costs. Historically, electricity has been generated in centralized power plants transmitted over high voltage lines and distributed locally through lower voltage transmission lines and transformer equipment. Despite the increasing demand for electricity, investment in electricity generation, transmission and distribution infrastructure have not kept pace, resulting in service disruptions in the U.S. As electricity needs increase, these systems will need to be expanded, and such expansion will be capital intensive and time consuming, and may be restricted by environmental concerns. Without further investments in this infrastructure, the likelihood of power shortages may increase.

Environmental Concerns and Climate Change . Concerns about climate change and greenhouse gas emissions have resulted in the Kyoto Protocol. 137 countries have voluntarily ratified the Kyoto Protocol and are required to reduce greenhouse gas emissions to target levels. The U.S. has the Renewable Portfolio Standard, which requires the purchase of a certain amount of power from renewable sources.

The demand for viable alternate sources of fuel for electric power generation in order to address the increasing demand for electricity coupled with government regulations and incentive programs in countries such as Germany, Japan, Spain, and the U.S. that encourage more rapid development of, and the adoption by businesses and individuals of, solar energy power systems have accelerated the growth of the solar energy industry.

We believe that solar energy is one of the most direct and unlimited alternate energy sources. Our beliefs have been supported by various studies, including a study titled "Review of Solutions to Global Warming, Air Pollution, and Energy Security" by Mark Z. Jacobson, a professor of civil and environment engineering at Stanford University, published in “Energy & Environment Science,” that found solar energy to be a top alternative energy solution. Solar energy is the underlying energy source for renewable fuel sources, including biomass fuels and hydroelectric energy. By extracting energy directly from the sun and converting it into an immediately usable form, either as heat or electricity, intermediate steps normally involved in converting fuel to electric power are eliminated. Solar energy can be converted into usable forms of energy either through the photovoltaic effect (generating electricity from photons) or by generating heat (solar thermal energy). Solar thermal systems include traditional domestic hot water collectors (“DHW”), swimming pool collectors, and high temperature thermal collectors (used to generate electricity in central generating systems). DHW thermal systems are typically distributed on rooftops so that they generate heat for the building on which they are situated. High temperature thermal collectors typically use concentrating mirror systems and are located in remote sites.

The Utility Solar Assessment (USA) Study, produced by clean-tech research and publishing firm Clean Edge and green-economy nonprofit Co-op America, provides a comprehensive roadmap for utilities, solar companies, and regulators to enable solar to reach 10% of all U.S. electricity generation by 2025. The USA Study found that solar power offers a variety of advantages over other sources of power, including an absence of the need for fossil fuel, environmental cleanliness, location-based energy production, greater efficiency during peak demand periods, high reliability, and modularity:

Clean Energy Production. Unlike traditional fossil fuel energy sources and many other renewable energy sources, solar power systems generate electricity with no emissions or noise impact.

Location-Based Energy Production. Solar power is a distributed energy source, meaning that the electricity can be generated at the site of consumption. This provides a significant advantage to the end user who is therefore not reliant upon the traditional electricity infrastructure for delivery of electricity to the site of use.

Energy Generated to Match Peak Usage Times. Peak energy usage and high electricity costs typically occur mid-day, which also generally corresponds to peak sunlight hours and solar power electricity generation.

Reliable Source of Electricity. Solar power systems generally do not contain moving parts, nor do they require significant ongoing maintenance. As a result, we believe solar power systems are one of the most reliable forms of electricity generation.

Modular. Solar power systems are made from interconnecting and laminating solar cells into solar modules. Given this method of construction, solar power products can be deployed in many different sizes and configurations to meet specific customer needs.

Principal Products and Services

Premier Power California’s main business is the installation of solar energy systems and all related components for use by residential homeowners, commercial and industrial enterprises, municipalities, and other solar energy providers, but we also provide after-market maintenance services for solar energy systems such as cleaning. We also design the manner in which solar energy systems are installed. About 5% of the racking and installation systems for the solar energy systems we install are manufactured by the Company, and about 95% are manufactured by our solar module suppliers.

In addition, we are a reseller of solar energy system components including, but not limited to, racking, wiring, inverters, solar modules, and other related components sourced from the industry’s leading manufactures and suppliers. We have also offered direct power purchase agreement programs through our relationships with Samsung and GE.

Strategy

Premier Power California has developed a series of strategies that will allow it to deliver a superior level of service at a reduced cost, thereby driving business growth and brand value, while allowing Premier Power California to maintain profitability in a competitive market. These strategies include:

Diversifying our solar power systems designs for applications into numerous market segments and opportunities ranging from residential, agricultural, commercial and industrial, both domestically and internationally. Through geographic, market segment, and product diversification, we have reduced, and will continue to able to reduce, the negative impact that systemic and economic fluctuations of any one individual market, segment or region have on our business.

Establishing and refining best practices for design, sales and marketing that can be replicated throughout our different locations while identifying and centralizing operations that are best centralized in order to reduce the cost of operations and increase awareness of our services so that our best practices are applied in a uniform manner and delivered consistently across markets.

Optimal use of our in-house engineering, design and installation staff combined with the use of outsourcing only when necessary in order to improve the customer experience, maintain quality control, reduce costs, and protect the Company’s brand.

Developing proprietary turn-key solar power systems and continued improvements upon prefabrication abilities for application in commercial, rooftop and ground mount applications that will reduce design, permitting, and installation time and cost.

Expanding our participation in “value added” businesses such as providing after-market systems management programs and customized project finance solutions (in partnership with companies such as GE and Samsung) to customers and prospective customers. This will allow Premier Power California to have greater participation in the ancillary revenue that its projects create, which currently is not significant.

Expansion through key acquisitions and organic growth. As a growing number of states adopt solar programs, Premier Power California expects demand to grow dramatically. Therefore, Premier Power California is currently moving forward on a roll-up and organic growth strategy designed to meet growing demand in North America and Europe.

Develop financial tools such as leases or Power Purchase Agreements (PPA) to help consumers and businesses decide in favor of solar power. A PPA is a long-term contract with the customer purchasing the energy produced by the solar system at a fixed rate, typically adjusted annually at an agreed rate, for 15, 20 or 25 years. The customer does not own the system, and thus, there is no capital outlay which simplifies the “going solar” decision.

Customers

In 2007, our largest customer was Solar Power Partners, which represented 15% of our total sales. Solar Power Partners provides PPA financing to our customers and as a result of the financial structuring, the PPA customer becomes our customer. Solar Power Partners is most frequently brought into the sales process by Premier Power California in order to provide financing. Other than Solar Power Partners, no one direct customer represents more than 5% of our annual sales in 2007. For the fiscal year ended December 31, 2007, 59% of our revenue was derived from sales to commercial and industrial customers. For the nine months ended September 30, 2008, 86% of our total sales was derived from sales to commercial and industrial customers.

In addition to its residential customers, Premier Power California’s commercial and industrial customers have included PG&E, Sierra Pacific Power Company, AT&T, Princeton University, Millennium Sports Club, KB Homes, and General Electric. Premier Power California’s agricultural customers have included Shafer Vineyards, Silverado Vineyards, Chateau Montelena, St. Supery, Spottswoode, Larkmead Vineyards, Madroña Vineyards, Redwood Ranch & Vineyards, Nicol Vineyards, L’Aventure Vineyards, Saxum Vineyards, Sierra Vista Vineyards, Domain de la Terre Rouge (Easton) Vineyards, Chateau Chapellet, and KT Winco. For the fiscal year ended December 31, 2007, 41% of our revenue was derived from sales to residential customers. For the nine months ended September 30, 2008, 14% of our total sales was derived from sales to residential customers.

Quality Control

Premier Power California has a “zero defect” quality assurance program for installation of solar energy systems. Instituted in 2006, the zero defect policy was created to set the highest quality and customer satisfaction standards in the industry today. The program sets standards for ten areas of installation: (1) installed equipment, (2) solar array, (3) array mounting structure, (4) wire runs, (5) system component location, (6) system component mounting, (7) electrical, (8) system performance, (9) building requirements, and (10) surrounding property. Each Premier Power California installation is independently verified by a quality control officer and must meet a rigid standard for excellence. One point is awarded for each standard that is met, and our installation crews must have a score of at least 9 points for each installation. If an installation crew scores less than 9 points for a particular installation, we follow up with the customer to allow management to understand the core problem with that particular installation and to design and implement measures to further improve the customer experience.

The review standards used by Premier Power California go beyond the quality of the installation to include measures of the customer experience. Premier Power California uses the “Net Promoter Score” developed by the Massachusetts Institute of Technology and implemented by companies such as GE and Toyota to measure quality and customer satisfaction. Premier Power California scored a 98.3% score for 2007 and has regularly scheduled meetings to review the customer surveys and scores and design and implement measures to further improve the customer experience.

Competition

Major Domestic Competitors

Premier Power California is active in the North American and international markets and has a very limited number of direct competitors that are concurrently active in both of those markets. SunPower Corporation is one such competitor. Further, in the U.S., the solar design and integration market is highly fragmented, and we face direct competition in these markets from a number of smaller local installers within many U.S. cities. In certain U.S. cities such as Los Angeles, the San Francisco Bay Area, and California’s Central Valley, Premier Power California experiences intermittent competition from regional installers such as Borrego Solar, Akeena Solar, SPG, and Solar City. Based on Premier Power California’s geographic diversification, buying power and unique installation methods, the effects of any one installer on Premier Power California are limited but growing. In particular, among the commercial grade opportunities, there are only a few companies with the level of experience Premier Power California possesses. Only a few competitors qualify under larger scale “Request for Proposal” (“RFP”) projects, and therefore the pool of competitors on many mid-size commercial installations is limited. There are a greater number of competitors in the small business and residential markets. Premier Power California seeks to distinguish itself from the competition by marketing its depth of experience, complex engineering and design capabilities, customer satisfaction and its “on-time” and “on-budget” installations.

Spanish Competitors

In the Spanish market, Premier Power Spain faces competition from Acciona and Tudela Solar, among other companies. However, most of the competition in Spain results from companies being accustomed to building large-scale solar farms, which have proliferated commensurate with the national feed-in tariffs. Premier Power Spain’s business is unique because it is not dependent on the large-scale solar farm subsidies or feeding tariffs, and sets itself apart from the large scale solar farm developers. Large-scale farm developers are experienced at engineering ground mount systems in abundant and open space and replicating redundant tasks related to a large-scale installation. Premier Power Spain is focused on the smaller commercial roof top installation, which has greater design and installation challenges. Premier Power Spain has developed and secured exclusivity on various components of its ballast mount roof system that reduces the cost and time to complete installations. Because of its competitive pricing within the Spanish market, this system gives Premier Power Spain a competitive advantage in a growing segment of the Spanish market.

Advertising and Promotional Activities

The Premier Power Group spent approximately $177,838 and $415,622 on domestic and international marketing and promotional activities in 2006 and 2007, respectively. During the first nine months of 2008, the Premier Power Group spent approximately $352,389 on domestic and international marketing and promotional activities. The Premier Power Group participates in the solar industry’s leading trade shows, uses radio and print advertising and marketing tools, and has hosted consumer-focused seminars in targeted markets, as well as customer appreciation events to raise awareness of solar power options and the Premier Power Group’s brand, services and products. Premier Power California also employs a national public relations firm and has used web-based promotion tools on its websites to educate customers, to showcase its latest installations, and to provide general and specific sales information.

Major Suppliers

The components used in our solar energy systems consist of solar modules, inverters, racking, wire, hardware, monitoring equipment, and electrical equipment. Premier Power California and Premier Power Spain purchases these components from leading solar energy product suppliers including Sharp, SunPower Corporation, GE, Schüco USA, L.P. (“Schüco”), Kyocera, Fronius, SMA, and Watsun. In particular, Sharp, SunPower Corporation, and GE account for over 80% of our purchases of solar panels. In 2006 and 2007, Premier Power California was the number one reseller of GE’s solar panels.

Premier Power California constantly evaluates the outlook for supply of solar panels and other components. However, we currently do not maintain any long-term supply agreements for the purchase of these components, and thus we may be subject to the availability of and/or market price fluctuations for the components used in our solar energy systems.

Intellectual Property Rights

Premier Power California has applied for trademark protection for the brand names “Premier Power” and “Bright Futures” and its sales slogan, “Your Solar Electricity Specialist.”

Research and Development

Premier Power California employs best practices in its design and installation of systems. Dean R. Marks, our President and Chief Executive Officer, first become a member of the California Solar Energy Industry Association (CALSEIA) in 1984, and his experience has been key in the development of many innovative solar solutions. Premier Power California leveraged its research and development capability to help GE develop its popular solar tile. Any technology and/or procedures that are developed are based on the decades of experience in solar installations held by the persons behind the development and in-house expertise in electrical and structural engineering. Premier Power California’s lead engineer, Ken Baker, has been an electric engineer for over 30 years, including 10 years of experience in renewable energy. The research and development team at Premier Power California constantly looks for new and innovative ways to address space constraints, time, and cost saving designs that will increase efficiencies and drive added revenue.

Government Approval and Regulation

All products resold by Premier Power California are guaranteed by the manufacturer to have passed all required government approval and regulation requirements. Some of the electrical services provided by Premier Power California are regulated and require licensing. The installations of electrical components that are connected to the electric meter require a C10 license in California and C2 license in Nevada. The installation of solar systems in California requires a C46 license. As we expand our installations operation into other states, we may need to obtain additional licenses required by the local building authorities. Some states accept a C10 license from California. Premier Power California possesses and maintains all the necessary licenses required for the services it provides. Premier Power California employees hold some of the highest levels of licensing and certifications available in the industry, and some employees are certified by the North America Board of Certified Energy Practitioners (NABCEP).

Compliance with Environmental Laws

Premier Power California is not required to comply with any environmental laws that are particular to the solar industry. However, it is our policy to be as environmentally conscientious in every aspect of our operations.

Employees

Premier Power California has approximately 80 full-time employees worldwide. In addition, Premier Power California employs a number of part-time employees and sub-contractors based on seasonal and sales demands. Premier Power California is not affiliated with any union or collective bargaining agreement . There have been no adverse labor incidents or work stoppages in Premier Power California’s history. Management believes that its relationship with our employees is good.

Corporate Information

Our principal executive offices are located at 4961 Windplay Drive, Suite 100, El Dorado Hills, CA 95762. Our main telephone number is (916) 939-0400, and our fax number is (916) 939-0490.

DESCRIPTION OF PROPERTY

Our principal executive offices are located at 4961 Windplay Drive, Suite 100, El Dorado Hills, California. The table below provides a general description of our offices and facilities, including those for our international operations:

Location	Principal Activities	Area (sq. ft.)	Lease Expiration Date
4961 Windplay Drive, Suite 100 El Dorado Hills, California 95762	Company headquarters and warehouse	6,700	Month-to-month

3 Newlands Circle Reno, Nevada 80509	Bright Future office	100	Month-to-month

Atlantic Office Suites, LLC 1913 Atlantic Avenue Manasquan, NJ 08736	East Coast operations	72	Month-to-month

Pol Ind, Calle E, n3 Oficina 0F 31192 Mutilva Baja (Navarra) Spain	Spanish headquarters	500	May 2012

Centro de Negocios La Garena, 2K Calle Granda s/n Alcala de Henares, 28806 Madrid Spain	Spanish regional office	1,100	September 30, 2013

1020 Nevada St., #201 Redlands, CA 92374	Southern California operations	2,303	September 30, 2010

Premier Power Spain is party to a non-cancelable lease for operating facilities in Madrid, Spain, which expires in 2013, and a non-cancelable lease for operating facilities in Navarra, Spain, which expires in 2012. Premier Power California is party to a non-cancelable lease for operating facilities in Redlands, California, which expires in 2010. These leases provide for annual rent increases tied to the Consumer Price Index. The leases require the following payments as of September 30, 2008, subject to annual adjustment, if any:

	Amount
2008	$	19,131
2009		76,525
2010		67,889
2011		41,980
2012		33,577
2013		22,032
Total	$	261,134

SUMMARY FINANCIAL DATA

The summary financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus. We derived the financial data as of September 30, 2008, and for the years ended December 31, 2007 and 2006 and the nine months ended September 30, 2008 and 2007 from our financial statements included in this prospectus. The historical results are not necessarily indicative of the results to be expected for any future period. All monetary amounts are expressed in U.S. dollars.

	Year Ended December 31,						Nine Months Ended September 30,
	2007			2006			2008			2007
							(unaudited)			(unaudited)
Income Statement Data:
Sales	$	16,685,690		$	9,933,345		$	27,224,925		$	13,310,421
Cost of Sales		12,440,839			7,529,362			23,502,924			9,822,046
Gross Profit		4,244,851			2,403,983			3,722,001			3,488,375
Total Operating Expenses		3,371,778			2,181,019			2,999,479			2,338,530
Operating Income		873,072			222,964			722,522			1,149,845
Total Other Income (Expense)		(5,882	)		3,171			(34,090	)		386
Income Before Income Taxes		867,191			226,135			688,432			1,150,231
Income Tax Provision (Benefit)		39,873			(4,304	)		(148,428	)		11,111
Net Income Before Minority Interest		827,318			230,439			836,860			1,139,120
Net Income	$	843,865		$	214,570		$	612,545		$	1,127,547

Earnings per share:
Basic	$	.04		$	.01		$	.03		$	.05
Diluted	$	.04		$	.01		$	.03		$	.05
Weighted average shares outstanding:
Basic		21,159,451			19,519,386			21,533,243			21,159,451
Diluted		21,159,451			19,519,386			21,802,474			21,159,451

	As of December 31,				As of September 30,
	2007		2006		2008
Balance Sheet Data:
Cash and Cash Equivalents	$	1,278,651	$	934,853	$	5,446,853
Working Capital	$	584,209	$	178,546	$	6,512,195
Total Assets	$	5,578,041	$	3,173,789	$	23,304,519
Total Liabilities	$	4,862,889	$	2,857,404	$	15,285,868
Total Shareholders’ Equity	$	713,502	$	298,188	$	8,018,651

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of the Premier Power Group for the fiscal years ended December 31, 2007 and 2006 and the nine months ended September 30, 2008 and 2007 should be read in conjunction with the Combined/Consolidated Financial Statements, and the notes to those financial statements that are included elsewhere in this prospectus. References to “we,” “our,” or “us” in this section refers to the Company and the Premier Power Group. 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

We are a developer, designer, and integrator of solar energy solutions. Our financial statements give effect to the financial position and results of operations of Premier Power Renewable Energy, Inc., a California corporation (“Premier Power California”), Bright Future Technologies LLC (“Bright Future”), and Premier Power Sociedad Limitada (“Premier Power Spain”), all of which are deemed to have common ownership and control. We develop, market, sell, and maintain solar energy systems for residential, agricultural, commercial, industrial customers in North America and Spain. We use solar components from the solar industry’s leading suppliers and manufacturers such as General Electric (“GE”), Sharp, Kyocera, Fronius, Watsun, and SunPower Corporation.

On September 9, 2008, we acquired all of the outstanding shares of Premier Power California in exchange for the issuance by the Company of 24,218,750 restricted shares of our common stock to the PPG Owners, which represented approximately 93.1% of the then-issued and outstanding common stock of the Company (excluding the shares issued in the Financing). As a result of the Share Exchange, Premier Power California became the Company’s wholly owned subsidiary, and the Company acquired the business and operations of the Premier Power Group. See the “Business” above for additional details regarding the Share Exchange.

Concurrently with the closing of the Share Exchange on September 9, 2008, we raised $7,000,000 in a private placement financing by issuing a total of 3,500,000 units (the “Units”), with each Unit consisting of one share of our Series A Convertible Preferred Stock (“Series A Preferred Stock”), one-half of one Series A Warrant (the “Series A Warrants”), and one-half of one Series B Warrant (the “Series B Warrants”) to investors at $2.00 per Unit. See the “Business” section above for additional details regarding this financing.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our combined 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 1 to our combined 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 . Our financial statements as of and for the period prior to September 9, 2008 reflect the combined financial position, cash flows, and results of operations of (i) Premier Power California; (ii) Bright Future; and (iii) Premier Power Spain, collectively the “Accounting Predecessor,” that were each majority owned by a common shareholder group and have common management and operations. All significant inter-company accounts and transactions were eliminated upon combination.

In conjunction with a share exchange transaction that closed on September 9, 2008, the financial statements of the Accounting Predecessor became the historical financial statements of the Company and include the financial position, cash flows, and results of operations on a consolidated basis subsequent to September 9, 2008. All significant intercompany accounts and transactions were eliminated upon consolidation.

Premier Power California designs, engineers, and installs photovoltaic systems in the United States. Bright Future distributes solar panels to Premier Power and Premier Power Spain. Premier Power Spain designs, engineers, and installs photovoltaic systems in Spain. The Company sold its third-party logistics operations immediately prior to the share exchange transaction that closed on September 9, 2008.

The financial information as of September 30, 2008 and for the nine months ended September 30, 2008 and 2007 is unaudited, but in the opinion of our management, contains all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position, results of operations, and cash flows. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

Inventories. Inventories, consisting primarily of raw materials, are recorded using the average cost method and are carried at the lower of cost or market.

Revenue Recognition . Revenue on photovoltaic system installation contracts is recognized using the percentage of completion method of accounting. At the end of each period, the Company measures the cost incurred on each project and compares the result against its estimated total costs at completion. The percent of cost incurred determines the amount of revenue to be recognized. Payment terms are generally defined by the contract and as a result may not match the timing of the costs incurred by the Company and the related recognition of revenue. Such differences are recorded as costs and estimated earnings in excess of billings on uncompleted contracts or billings in excess of costs and estimated earnings on uncompleted contracts. The Company determines its customer’s credit worthiness at the time the order is accepted. Sudden and unexpected changes in a customer’s financial condition could put recoverability at risk.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Selling and general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured.

Allowance for Doubtful Accounts . The Company monitors account balances and follows up with accounts that are past due as defined in the terms of the contract with the customer. To date, the Company’s losses on uncollectible accounts receivable have been immaterial. The Company maintains an allowance for doubtful accounts receivable based on the expected collectability of its accounts receivable. The allowance for doubtful accounts is based on assessments of the collectability of specific customer accounts and the aging of the accounts receivable. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than historical experience, the allowance for doubtful accounts is increased.

Earnings per Share. Earnings per share are computed in accordance with the provisions of SFAS No. 28, “ Earnings Per Share .” Basic net income (loss) 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.” 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. The Company’s dilutive potential common shares consist of warrants.

For the nine month period ended September 30, 2008, warrants convertible into 3,500,000 shares of common stock were excluded from the computation of diluted loss per share since their effect would be anti-dilutive. For the three month period ended September 30, 2007, there were no potential common shares outstanding.

Product Warranties . Prior to January 1, 2007, the Company provided a five year warranty covering the labor and materials associated with its installations. Effective January 1, 2007, the Company changed the coverage to generally be ten years in the U.S. and to one year in Spain for all contracts signed after December 31, 2006. Solar panels and inverters are warranted by the manufacturer for 25 years and 10 years, respectively.

Comprehensive Income . Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” establishes standards for reporting comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income, as defined, includes all changes in equity during the period from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include foreign currency translation adjustments and unrealized gain (loss) of available-for-sale securities.

Recently Issued Accounting Pronouncements

In September of 2006, the Financial Accounting Standards Board (“FASB”) issued FAS No. 157, " Fair Value Measurement " ("FAS 157"), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007, except for non-financial assets and liabilities measured at fair value on a non-recurring basis for which the effective date will be for fiscal years beginning after November 15, 2008, and is not expected to have a material impact on the Company's consolidated financial statements.

In February 2007, the FASB issued FAS No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 ” (“FAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, and is applicable beginning in the first quarter of 2008. The adoption of FAS 159 did not have a material effect on our results of operations, cash flows or financial position.

In December 2007, the FASB issued FAS No. 141(R), “Business Combinations” (“FAS 141(R)”), which requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. FAS 141(R) is prospectively effective to business combinations for which the acquisition is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The impact of FAS 141(R) on the Company's consolidated financial statements will be determined in part by the nature and timing of any future acquisition completed.

In December 2007, the FASB issued FAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements (as amended)” (“FAS 160”), which improves the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way as equity consolidated financial statements. Moreover, FAS 160 eliminates the diversity that currently exists in accounting from transactions between an entity and non-controlling interests by requiring they be treated as equity transactions. FAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008; earlier adoption is prohibited. The Company is currently evaluating the impact that FAS 160 will have on its consolidated financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “ Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, ” which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. SFAS No. 161 is effective beginning January 1, 2009. We are currently assessing the potential impact that adoption of SFAS No. 161 may have on our financial statements.

In May 2008, the FASB issued FAS No. 162, “ The Hierarchy of Generally Accepted Accounting Principles ”, which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America (the GAAP hierarchy). This statement is effective November 15, 2008 which is 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments of AU Section 411, “ The Meaning of Presents Fairly in Conformity with Generally Accepted Accounting Principles. ” The Company is currently evaluating the impact that FAS 162 will have on its consolidated financial statements.

Results of Operations

Comparison of Years Ended December 31, 2007 and December 31, 2006

The following table sets forth the results of our operations for the periods indicated as a percentage of net sales:

	Year Ended						Year Ended
	December 31,			% of			December 31,			% of
	2007			Sales			2006			Sales
Net Sales	$	16,685,690			100.0	%	$	9,933,345			100.0	%

Cost of Sales		12,440,839			74.6	%		7,529,362			75.8	%

Gross Profit		4,244,851			25.4	%		2,403,983			24.2	%

Sales and Marketing Expenses		1,493,890			9.0	%		935,228			9.4	%

Administrative Expenses		1,877,888			11.3	%		1,245,791			12.5	%

Total Operating Expense		3,371,778			20.2	%		2,181,019			22.0	%

Operating Income		873,073			5.2	%		222,964			2.2	%

Other Income (Expense)		(5,882	)		0.0	%		3,171			0.0	%

Income Before Income Tax		867,191			5.2	%		226,135			2.3	%

Income Tax Expense (Benefit)		39,873			0.2	%		(4,304	)		0.0	%

Net Income Before Minority Interest		827,318			5.0	%		230,439			2.3	%

Net Income	$	843,865			5.1	%	$	214,570			2.2	%

Net Sales. Our sales are derived from the sale and installation of solar power systems. During the year ended December 31, 2007, we had sales of $16,685,690 as compared to sales of $9,933,345 for the year ended December 31, 2006, an increase of approximately 68.0%. This increase is attributable to additional sales generated in the United States and Spain resulting primarily from increased sales in our expanding commercial business, which drove 84% of our revenue growth in 2007. This commercial growth was the result of expanded sales and marketing efforts to grow this portion of our business. We believe that our sales will continue to grow because we are expanding internationally and selling larger scale solar systems.

Cost of Sales. Cost of sales for 2007 increased $4,911,477 or 65.2%, from $7,529,362 for the year ended December 31, 2006 to $12,440,839 for the year ended December 31, 2007. The increase in our cost of sales was caused by our increase in sales.

Gross Profit. Gross profit was $4,244,851 for the year ended December 31, 2007 as compared to $2,403,983 for the year ended December 31, 2006, representing gross margins of approximately 25.4% and 24.2%, respectively. The increase in our gross margin percentage was mainly due to an increase in production efficiency, resulting from our higher level of sales volume.

Sales and Marketing Expenses. Sales and marketing expenses totaled $1,493,890 for the year ended December 31, 2007, as compared to $935,228 for the comparable period in 2006, an increase of approximately 59.7%. This increase is primarily attributable to increased selling costs (including salesperson salaries and commissions) due to the increase in sales.

Administrative Expenses. Administrative expenses totaled $1,877,888 for the year ended December 31, 2007, as compared to $1,245,791 for the comparable period in 2006, an increase of approximately 50.7%. This increase is primarily attributable to increased administrative costs (including wages, benefits, and office overhead) due to the increased number of employees needed to support higher sales levels.

Other Income and Expenses. Our other income and expenses consist of finance charges, interest income and interest expense. We had other expenses of $5,882 for the year ended December 31, 2007 as compared to other income of $3,171 for the comparable period in 2006, an increase in other expenses of approximately 285.5%. The increase in other expenses was attributable to higher interest expense paid for lines of credit.

Net Income. Our net income for the year ended December 31, 2007 was $843,865 as compared to $214,570 for the year ended December 31, 2006. The increase in net income was mainly attributable to our expanded sales and marketing efforts in the commercial markets, which led to an increase in net sales and operating income.

Comparison of Nine Month Periods Ended September 30, 2008 and September 30, 2007

The following table sets forth the results of our operations for the periods indicated:

	Nine Months Ended						Nine Months Ended
	September 30, 2008			% of			September 30, 2007		% of
	(unaudited)			Sales			(unaudited)		Sales
Net Sales	$	27,224,925			100.0	%	$	13,310,421		100.0	%

Cost of Sales		23,502,924			86.3	%		9,822,046		73.8	%

Gross Profit		3,722,001			13.7	%		3,488,375		26.2	%

Sales and Marketing Expenses		1,571,826			5.8	%		975,229		7.3	%

Administrative Expenses		1,427,653			5.2	%		1,363,301		10.2	%

Total Operating Expense		2,999,479			11.0	%		2,338,530		17.6	%

Operating Income		722,522			2.7	%		1,149,845		8.6	%

Other Income (Expense)		(34,090	)		(0.1	)%		386		0.0	%

Income Before Income Tax		688,432			2.5	%		1,150,231		8.6	%

Income Tax Expense (Benefit)		(148,428	)		(0.5	)%		11,111		0.1	%

Net Income Before Minority Interest		836,860			3.1	%		1,139,120		8.6	%

Net Income	$	612,545			2.2	%	$	1,127,547		8.5	%

Net Sales. For the nine months ended September 30, 2008, net sales increased 105% relative to the nine months ended September 30, 2007, from $13,310,421 to $27,224,925. The increase in net sales is mainly due to significant growth in both our U.S. and Spain commercial businesses as a result of increased sales efforts in these markets, as well as continued growth in our U.S. residential business as a result of a new Southern California residential office that opened during the nine months ended September 30, 2008.

Cost of Sales. Cost of sales increased 139% from $9,822,046, or approximately 74% of net sales for the nine months ended September 30, 2007, to $23,502,924, or approximately 86% of net sales for the nine months ended September 30, 2008. The increase in cost of sales is due to a shift during the nine months ended September 30, 2008 toward larger commercial projects, which carry higher cost of sales relative to net sales, resulting in lower profit margins. Additionally, during the third quarter of 2008, we were awarded and completed a large commercial project performing only installation services, which did not involve the high level of integration that we normally provide, resulting in a lower than average profitability.

Gross Profit. Gross profit increased approximately 7% from $3,488,375, or 26% of net sales, for the nine months ended September 30, 2007 to $3,722,001, or 14% of net sales, for the nine months ended September 30, 2008. The decrease in gross profit was directly related to our decision to increase our commercial contracts, which generally have lower gross profit margins.

Sales and Marketing Expenses. For the nine months ended September 30, 2008, sales and marketing expenses increased approximately 61% from $975,229 to $1,571,826 relative to the nine months ended September 30, 2007. The increase is attributable to growth in our commercial sales force.

Administrative Expenses. Administrative expenses were $1,427,653 and $1,363,301 for the nine months ended September 30, 2008 and 2007, respectively. Administrative expenses as a percentage of revenue declined year-over-year to 5% from 10% as we continued to see operating leverage off a larger revenue base.

Net Income. Net income decreased from $1,127,547 for the nine months ended September 30, 2007 to $612,545 for the nine months ended September 30, 2008. This was due primarily to decreasing margins on sales and increased sales and marketing expenses, partially offset by an income tax benefit of $148,428 primarily attributable to the change in tax status for our U.S. operations and a related change from the cash method of accounting to the accrual method for tax purposes.

Liquidity and Capital Resources

Cash Flows

Twelve Months ended December 31, 2007 and 2006

Net cash provided by operating activities was $844,698 in fiscal year 2007, while net cash provided by operating activities was $373,804 in fiscal year 2006. The increase in net cash provided by operating activities from 2006 to 2007 was mainly due to the increase in net income and accounts payable.

Net cash provided by investing activities was $3,740 for fiscal year 2007 and $15,888 used in fiscal year 2006. Uses of cash for investing activities primarily consist of equipment purchases. The decrease in net cash used in investing activities during fiscal year 2007 was primarily attributable to the proceeds from the sale of property and equipment.

Net cash used in financing activities was $508,275 in fiscal year 2007 as compared to $172,740 in fiscal year 2006. The increase in net cash used in financing activities was mainly due to payments for distribution to shareholders.

Nine Months ended September 30, 2008

(in thousands)	Nine Months Ended September 30, 2008			Nine Months Ended September 30, 2007
Net cash used in operating activities	$	(2,215,906	)	$	(982,368	)
Net cash used in investing activities	$	(84,353	)	$	(46,884	)
Net cash provided by financing activities	$	6,482,841		$	248,686
Net increase (decrease) in cash and cash equivalents	$	4,168,202		$	(776,946	)

Net cash used in operating activities was $2,215,906 for the nine months ended September 30, 2008, while net cash used in operating activities was $982,368 for the nine months ended September 30, 2007. The increase in net cash used in operating activities for the nine months ended September 30, 2008 was mainly due to a decrease in net income and increased inventory and receivable levels attributable to the growth in our operations.

Net cash used in investing activities was $84,353 for the nine months ended September 30, 2008 and $46,884 for the nine months ended September 30, 2007. The use of cash for investing activities was primarily for purchases of property and equipment.

Net cash provided by financing activities was $6,482,841 for the nine months ended September 30, 2008, compared to $248,686 for the nine months ended September 30, 2007. The increase in financing cash flow was primarily attributable to the receipt of proceeds from the issuance of preferred stock in conjunction with a reverse merger that closed during the nine months ended September 30, 2008 and proceeds from our line of credit.

Material Impact of Known Events on Liquidity

There are no known events that are expected to have a material impact on our short-term or long-term liquidity. We believe that we have enough diversity in the domestic and international markets and diversity in residential and commercial segments to minimize any risk of tightening credit markets having a material impact on our liquidity.

Capital Resources

We have financed our operations primarily through cash flows from operations and borrowings. On September 10, 2008, we also received gross proceeds of $7,000,000 from a private placement financing transaction. See “Financing Transaction” above. We also have a credit line that is utilized solely for working capital and capital expenditures. This credit line expires in February 2009, but we plan to renew it with the lender or replace it with a credit line with a new lender. Additionally, as the credit markets tighten, we continue to strengthen our balance sheet, allowing us to continue to receive favorable credit terms as needed. Thus, we believe that our current cash and cash equivalents, anticipated cash flow from operations, net proceeds from the private placement financing, and line of credit will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for at least the next 12 months. The proceeds from the private placement financing will be used for general working capital purposes (including funding the purchase of additional inventory and advertising and marketing expenses) and for acquisitions we may decide to pursue.

However, we may require additional cash due to changes in business conditions or other future developments, including any investments or acquisitions we may decide to pursue. To the extent it becomes necessary to raise additional cash in the future, we may seek to raise it through the sale of debt or equity securities, funding from joint-venture or strategic partners, debt financing or loans, issuance of common stock or a combination of the foregoing. Other than our lines of credit with banks, we currently do not have any binding commitments for, or readily available sources of, additional financing. We cannot provide any assurances that we will be able to secure the additional cash or working capital we may require to continue our operations.

Contractual Obligations and Off-Balance Sheet Arrangements

Line of Credit

In February 2007, Premier Power California entered into an agreement with Guaranty Bank for a $2,000,000 line of credit, maturing in February 2008. The line of credit was secured by the assets of Premier Power California and a personal guaranty by Dean Marks, Sarilee Marks (the wife of Dean Marks), Simply Solar, Inc. and Bright Future Technologies, LLC. Simply Solar, Inc. is a corporation whose management and sole stockholders are Dean Marks, Sarilee Marks, and Miguel de Anquin. Actual amounts available under the line of credit each month are dependent on the balance of accounts receivable and inventory each month. The line of credit bears interest at the prime rate plus 1%. At September 30, 2008, the interest rate was 6%. At December 31, 2007, there was no outstanding balance. The line of credit was renewed in February 2008 with a borrowing limit of $3,000,000, maturing on February 26, 2009. We plan on renewing such credit line upon maturity, and if such renewal is unsuccessful, we plan on replacing it with a credit line with a new lender. As of January 30, 2009, there were no amounts outstanding under our agreement with Guaranty Bank.

The line of credit includes certain financial covenants. At August 30, 2008, Premier Power California was in violation of a minimum net worth covenant. The Bank waived the covenant violation through September 30, 2008, at which time Premier Power California was in compliance with the covenant.

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 September 30, 2008, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

	Payments Due by Period
	Total		Less than 1 year		1-3 Years		3-5 Years		5 Years +
Contractual Obligations:
Bank Indebtedness	$	1,250,000	$	1,250,000	$	-	$	-	$	-
Other Indebtedness		253,626		66,720		156,438		29,700		768
Operating Leases		261,134		19,131		144,414		75,557		22,032
Totals:	$	1,764,760	$	1,335,851	$	300,852	$	105,257	$	22,800

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Quantitative and Qualitative Disclosures about Market Risk

We do not use derivative financial instruments and had no foreign exchange contracts as of January 30, 2009. Our financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable, and certain debt obligations. We consider investments in highly liquid instruments purchased with a remaining maturity of 90 days or less at the date of purchase to be cash equivalents.

Interest Rates . Our exposure to market risk for changes in interest rates relates primarily to our short-term investments and short-term debt obligations; thus, fluctuations in interest rates would not have a material impact on the fair value of these securities. At September 30, 2008, we had approximately $5,446,853 in cash and cash equivalents. A hypothetical 5% increase or decrease in interest rates would not have a material impact on our earnings or loss, or the fair market value or cash flows of these instruments. At September 30, 2008, we had approximately $1,250,000 in variable rate borrowings and approximately $250,000 in fixed rate borrowings. A hypothetical 5% increase or decrease in interest rates would not have a material impact on our earnings or loss, or the fair market value or cash flows of these instruments.

Foreign Exchange Rates . A substantial portion of our sales during the first nine months of 2008 is denominated in Euros, and we anticipate this to continue to be the case. As a result, changes in the relative values of the U.S. dollar and the Euros affect our reported levels of revenues and profitability as the results are translated into U.S. dollars for reporting purposes. In particular, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in the exchange rate between the U.S. dollar and the Euro affect our gross and net profit margins and could result in foreign exchange and operating losses.

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. Transaction gains or losses for the years ended December 31, 2007 and 2006 and for the nine month periods ended September 30, 2008 and 2007 were not significant.

We translate the monetary assets and liabilities and the results of operations of Premier Spain, whose functional currency is the Euro, into the U.S. dollar, which is our reporting currency. Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by OANDA.com at the end of the period; except for certain non-monetary balances, which are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future. As our sales denominated in Euros continue to grow or as we begin to conduct sales denominated in other foreign currencies, we will consider using arrangements to hedge our exposure to foreign currency exchange risk.

Our financial statements are expressed in U.S. dollars but the functional currency of Premier Power Spain is the Euro. The value of an investment in our stock will be affected by the foreign exchange rate between U.S. dollars and the Euro. To the extent we hold assets denominated in U.S. dollars, any appreciation of the Euro against the U.S. dollar could result in a change to our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of Euro against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of an investment in the Company, and any dividends we may pay in the future, all of which may have a material adverse effect on the price of our stock.

LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings, and we are not aware of any material legal proceedings pending or threatened against us. We are also not aware of any material legal proceedings involving any of our directors, officers, or affiliates or any owner of record or beneficially of more than 5% of any class of our voting securities.

MANAGEMENT

Our directors and executive officers, their ages, their respective offices and positions, and their respective dates of election or appointment are as follows:

Name	Age	Position Held	Officer/Director since
Dean R. Marks	52	Chairman of the Board, President, and Chief Executive Officer	September 9, 2008

Miguel de Anquin	41	Chief Operating Officer, Corporate Secretary, and Director	September 9, 2008

Teresa Kelley	43	Chief Financial Officer	October 24, 2008

Kevin Murray	58	Director	December 8, 2008

Robert Medearis	76	Director	December 8, 2008

Business Experience Descriptions

Set forth below is a summary of our executive officers’ and directors’ business experience for the past 5 years.

Dean R. Marks - Chairman of the Board, President, and Chief Executive Officer

Dean R. Marks has been a key player in the solar sector since the early 1980's. In 1984, Mr. Marks established a solar sales organization with over 2,000 employees in over 26 markets across the nation. Since that time, Mr. Marks has pioneered multiple applications of solar energy in the residential, commercial, and industrial market. As President and CEO of Premier Power California since 2001, he built Premier Power California into one of the most stable market leaders in the industry. Mr. Marks has overseen Premier Power California’s expansion from residential to commercial, agricultural, and industrial markets as well as international expansion. Under Mr. Marks leadership, Premier Power California has distinguished itself from the competition by developing a number of innovative and propriety installation systems in use today. Mr. Marks has served on the California Solar Energy Industry Association (CALSEIA) board and has been an active participant in the solar industry for over 20 years. He has co authored several preeminent papers promoting renewable energy. Mr. Marks holds a Bachelor of Science degree from Auburn University, with special emphasis in Environmental Science.

Miguel de Anquin - Director, Chief Operating Officer, and Corporate Secretary

Miguel de Anquin serves as Executive Vice President and President of World Wide Sales at Premier Power California since 2001. In his role at Premier Power California, Mr. de Anquin achieved company success in growing sales and profits. An accomplished corporate strategist, his strategic approach to building a business is reflected in his work as Director of Marketing for Nordic Information System and Next Information System. He was a Technology Advisor for General Electric and IBM and he developed the data security auditing system for Bank of America. At Premier Power California, Mr. de Anquin’s understanding of international opportunities, his vision and expertise in business performance have driven notable enterprise wide growth. Mr. de Anquin led Premier Power California’s expansion into international markets, and he has increased Premier Power California 's profitability through brand revitalization that included major shifts in brand strategy, operations, marketing communications, and sales tactics. He has focused Premier Power California on data driven decision making processes that have separated Premier Power California from its competitors. He holds a Masters in Business Administration from the University of California at Davis and a Bachelor of Science degree in Computer Science from the Universidad de Belgrano in Buenos Aires, Argentina.

Teresa Kelley - Chief Financial Officer

Ms. Kelley was appointed Chief Financial Officer of the Company on October 24, 2008. Ms. Kelley has over 22 years of experience in corporate accounting and operations management. Prior to joining the Company, she served as Chief Financial Officer of Vista Point Technologies, a design and manufacturer of electronic components, since January 2007. Prior to working at Vista Point Technologies, from 1987 to January 2007, Ms. Kelley worked at Intel Corporation where she started as a financial analyst and later served in several management positions before becoming the Senior Controller of the Intel Networking business. Ms. Kelley has a B.S. in Business and an MBA from Santa Clara University.

Kevin Murray - Director

Mr. Murray was elected to the board of directors on December 8, 2008. He is currently a Senior Vice President at the William Morris Agency (“WMA”), working primarily in its corporate consulting division, a position he has held since re-joining WMA in 2007 after serving twelve years in the California State Legislature. From 1998 to 2006, Mr. Murray was a Senator in the California State Senate. Concurrent to his directorship with the Company, Mr. Murray sits on the board of the Federal Home Loan Bank of San Francisco. Mr. Murray graduated from California State University, Northridge with a degree in business administration and accounting and holds a Masters of Business Administration from Loyola Marymount University and a Juris Doctorate from Loyola Law School.

Robert Medearis - Director

Mr. Medearis was elected to the board of directors on December 8, 2008. He is currently retired as a management consultant and professor, and has been for the past 5 years, but sits on the board of several private companies, including Solaicx, Inc., Geographic Expeditions, and Visual Network Design Inc., and the non-profit organization Freedom From Hunger . Mr. Medearis graduated from Stanford University with a degree in civil engineering and holds a Masters of Business Administration from the Harvard Graduate School of Business Administration.

Family Relationships

There are no family relationships among our directors and executive officers.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past five years:

had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

been convicted in a criminal proceeding or subject to a pending criminal proceeding;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or

been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Board of Directors

Our board of directors is currently composed of four members. All members of our board of directors serve in this capacity until their terms expire or until their successors are duly elected and qualified. Our bylaws provide that the authorized number of directors will be not less than one.

Board Committees; Director Independence

As of the date of this prospectus, our board of directors has not established an audit committee, compensation committee, or nominating committee. The functions ordinarily handled by these committees are currently handled by our entire board of directors. Our board of directors intends to review our governance structure and institute board committees as necessary and advisable in the future to facilitate the management of our business.

Two of the members of our board of directors - Kevin Murray and Robert Medearis - are independent in accordance with the definitions and criteria applicable under NYSE Alternext US LLC rules.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Section 16(a) of the Exchange Act

We are not subject to reporting obligations under Section 16(a) of the Exchange Act as we are registered under Section 15(d) of the Exchange Act rather than Section 12(b) or Section 12(g).

Code of Business Conduct and Ethics

We have adopted a code of ethics that applies to all directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer. A copy of the code of ethics is attached hereto as Exhibit 14.1.

EXECUTIVE COMPENSATION

Director Compensation

On December 19, 2008, the Company entered into an Amended and Restated Agreement to Serve as Member of the Board of Directors (the “Murray Agreement”) with Kevin Murray for his services as director. Pursuant to the terms of the Murray Agreement, Mr. Murray agreed to serve on the Board until October 15, 2011, such term being subject to re-election at our subsequent annual meeting of shareholders. Mr. Murray is required to attend at least two Board meetings via teleconference and at least two Board meetings in person per year, and he will be compensated for his services to the Board with $1,250 for each Board meeting he attends via teleconference and $2,500 for each Board meeting he attends in person. Mr. Murray will also receive 50,000 shares of the our common stock, par value $0.0001 per share (“Common Stock”), according to the following schedule: (i) 16,500 common stock shares after the first year of service on the Board, which shares will be issued to Mr. Murray even if the our shareholders fail to re-elect Mr. Murray at the first annual meeting of shareholders following Mr. Murray’s election to the Board, (ii) 16,500 common stock shares after the second year of service on the Board, and (iii) 17,000 common stock shares after the third year of service on the Board.

On December 19, 2008, the Company entered into an Amended and Restated Agreement to Serve as Member of the Board of Directors (the “Medearis Agreement”) with Robert Medearis for his services as a director. Pursuant to the terms of the Medearis Agreement, Mr. Medearis agreed to serve on the Board until October 15, 2011, such term being subject to his re-election at the our subsequent annual meeting of shareholders. Mr. Medearis is required to attend at least two Board meetings via teleconference and at least two Board meetings in person per year. The Medearis Agreement further provides that Andrew Hargadon may attend up to 50% of the our Board meetings as Mr. Medearis’ designee, provided, however, that Mr. Medearis agreed that he would not delegate to Mr. Hargadon, and that he would personally perform, any and all of his business managerial duties and obligations as a director for the Company, including but not limited to any director voting decisions regarding the Company and its business. Mr. Medearis will be compensated for his services with $1,250 for each Board meeting he attends via teleconference and $2,500 for each Board meeting he attends in person. Mr. Medearis will also receive 50,000 shares of common stock according to the following schedule: (i) 16,500 common stock shares after the first year of service on the Board, which shares will be issued to Mr. Medearis even if our shareholders fail to re-elect Mr. Medearis to the Board at the first annual meeting of shareholders following Mr. Medearis’ election to the Board, (ii) 16,500 common stock shares after the second year of service on the Board, and (iii) 17,000 common stock shares after the third year of service on the Board.

Executive Compensation

The following summary compensation table reflects all compensation for fiscal years 2007, 2006, and 2005 received by our principal executive officer, principal financial officer, and three most highly compensated executive officers (including our predecessor, Premier Power California) whose salary exceeded $100,000.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ( $)		Option Awards ($)		Non- Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ( $)			Total ($)
Dean R. Marks,	2007	$	159,466	$	1,344	$	—	$	—	$	—	$	—	$	9,322	(1)	$	170,132
Chairman of the	2006	$	122,308	$	6,000	$	—	$	—	$	—	$	—	$	6,009	(2)	$	134,317
Board, President,	2005	$	120,000	$	—	$	—	$	—	$	—	$	—	$	28,000	(3)	$	148,000
and Chief Executive Officer

Miguel de Anquin,	2007	$	126,624	$	1,344	$	—	$	—	$	—	$	—	$	8,037	(4)	$	136,005
Chief Operating	2006	$	120,000	$	6,000	$	—	$	—	$	—	$	—	$	5,902	(5)	$	131,902
Officer, former Chief Financial Officer, Corporate Secretary, and Director	2005	$	120,000	$	—	$		$	—	$	—	$	—	$	4,987	(6)	$	124,987

Teresa Kelley,	2007	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—
Chief Financial	2006	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—
Officer (7)	2005	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—

Haris Tajyar,	2007	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—
former Chief	2006	$	54,000	$	—	$	—	$	—	$	—	$	—	$	—		$	54,000
Executive Officer (8)	2005	$	54,000	$	—	$	—	$	—	$	—	$	—	$	—		$	54,000

Miki Antunovich,	2007	$	36,000	$	—	$	—	$	—	$	—	$	—	$	—		$	36,000
Former Chief	2006	$	30,000	$	—	$	—	$	—	$	—	$	—	$	—		$	30,000
Financial Officer (9)	2005	$	30,000	$	—	$	—	$	—	$	—	$	—	$	—		$	30,000

(1)	The amounts shown in this column represent compensation earned under the 401(k) Plan.

(2)	The amounts shown in this column represent the following: (a) $50 as the dollar amount recognized for life insurance premiums paid for the named executive officer, and (b) $5,959 as compensation earned under the 401(k) Plan.

(3)	The amounts shown in this column represent compensation earned under the 401(k) Plan.

(4)	The amounts shown in this column represent the following: (a) $67 as the dollar amount recognized for life insurance premiums paid for the named executive officer, and (b) $7,970 as compensation earned under the 401(k) Plan.

(5)	The amounts shown in this column represent the following: (a) $50 as the dollar amount recognized for life insurance premiums paid for the named executive officer, and (b) $5,852 as compensation earned under the 401(k) Plan.

(6)	The amounts shown in this column represent compensation earned under the 401(k) Plan.

(7)	Ms. Kelley was appointed as our Chief Financial Officer on October 24, 2008.

(8)	Mr. Tajyar was our Chief Executive Officer from the Company’s inception to September 9, 2008.

(9)	Mr. Antunovich was our Chief Financial Officer from the Company’s inception to September 9, 2008.

Outstanding Equity Awards

There are no unexercised options, stock that has not vested, or equity incentive plan awards for any of our named executive officers outstanding as of the end of our last completed fiscal year.

Retirement Plans

Except as described below, we currently have no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans.

Premier Power California maintains a 401(k) plan that is tax-qualified for its employees, including its executive officers. Premier Power California does not offer employer matching with the 401(k) plan. The 401(k) plan does, however, offer a discretionary employer contribution at year end.

Potential Payments upon Termination or Change-in-Control

Except as described below under “Employment Agreements,” we currently have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a named executive officer, or a change in control of the registrant or a change in the named executive officer’s responsibilities, with respect to each named executive officer.

Employment Agreements

The following are summaries of our employment agreements with our executive officers.

The Company entered into an Employment Agreement with Teresa Kelley on October 24, 2008 for her services as Chief Financial Officer. Ms. Kelley’s annual compensation is $150,000. She will receive an annual 20% bonus based on her efforts in helping the Company achieve the following targets: minimum growth revenue of 80% in the first year of her employment, 80% growth in the second year, 70% growth in the third year, and 60% growth in the fourth year (each growth revenue percentage which may be revised by the Company’s Chief Executive Officer over the term of Ms. Kelley’s office); annual EBITDA and net income in excess of the prior year’s EBIDTA and net income; net income margins in excess of 5%; and acquisitions to secure revenue growth, margin growth, and market share domestically and internationally. These goals are closely monitored by the Chief Executive Officer and Board of Directors, and Ms. Kelley’s efforts will be measured by quarterly and annual performance evaluations by the Chief Executive Officer and Chief Operating Officer, except that Ms. Kelley’s efforts at helping the Company acquire other businesses will be measured quarterly by the Board of Directors, which will review her reports analyzing potential acquisitions. Ms. Kelley will also receive, for her first year of employment, 100,000 stock options to purchase the Company’s common stock, exercisable at a price equal to the closing price of the Company’s common stock on the day the Board approves the option issuance. Such stock options will vest 25% per year for each year of employment from the date of issue. For her second year of employment, Ms. Kelley will receive an additional 125,000 stock options to purchase the Company’s common stock, exercisable at a price equal to the closing price of the Company’s common stock on the day the Board approves the stock issuance. Such stock options will vest 33% per year for each year of employment from the date of issue. In the event of any sale, merger, acquisition of over 51% of the Company’s capital stock by a third party, or other change of control event, any stock options issued to Ms. Kelley under the Employment Agreement will be fully vested for such year. If the Company terminates Ms. Kelley without cause after January 22, 2009, she is entitled to a 6 months’ severance payment.

The following are summaries of Premier Power California’s employment agreements with its executive officers and other employees.

Premier Power California entered into an Employment Agreement with Dean R. Marks on August 22, 2008 for his services as its President and Chief Executive Officer. Mr. Marks’ total annual salary is $180,000, and he is to receive additional compensation in the form of, and based on, the following: (i) 0.5% of Premier Power California’s annual earnings before interest, taxes, depreciation, and amortization (“EBITDA”) in excess of $200,000 if Premier Power California’s annual EBITDA margin is less than 5%, and (ii) 1.5% of Premier Power California’s annual EBITDA in excess of $200,000 if Premier Power California’s annual EBITDA margin is greater than 5%, both forms of additional compensation of which is due to Mr. Marks within 90 days of Premier Power California’s fiscal year-end and which payments will be accelerated upon a sale of Premier Power California, merger involving Premier Power California, or public offering of Premier Power California’s securities. Mr. Marks is entitled to a severance payment of $180,000 upon termination by Premier Power California without cause if such termination occurs between December 31, 2008 and December 31, 2010, and a severance payment of $90,000 upon termination by Premier Power California without cause if such termination occurs between December 31, 2010 and the expiration of the agreement. The term of the agreement is for five years. On August 22, 2008, Mr. Marks also entered into a Non-Disclosure and Non-Competition Agreement with Premier Power California in connection with his employment.

Premier Power California entered into an Employment Agreement with Miguel de Anquin on August 22, 2008 for his services as its Executive Vice President of Worldwide Operations. Mr. de Anquin’s total annual salary is $180,000, and he is to receive additional compensation in the form of, and based on, the following: (i) 0.5% of Premier Power California’s annual EBITDA in excess of $200,000 if Premier Power California’s annual EBITDA margin is less than 5%, and (ii) 1.5% of Premier Power California’s annual EBITDA in excess of $200,000 if Premier Power California’s annual EBITDA margin is greater than 5%, both forms of additional compensation of which is due to Mr. de Anquin within 90 days of Premier Power California’s fiscal year-end and which payments will be accelerated upon a sale of Premier Power California, merger involving Premier Power California, or public offering of Premier Power California’s securities. Mr. de Anquin is entitled to a severance payment of $180,000 upon termination by Premier Power California without cause if such termination occurs between December 31, 2008 and December 31, 2010, and a severance payment of $90,000 upon termination by Premier Power California without cause if such termination occurs between December 31, 2010 and the expiration of the agreement.. The term of the agreement is for five years. On August 22, 2008, Mr. de Anquin also entered into a Non-Disclosure and Non-Competition Agreement with Premier Power California in connection with his employment.

Premier Power California entered into an Employment Agreement with Bjorn Persson on August 22, 2008 for his services as its Executive Vice President of European Operations. Mr. Persson’s total annual salary is 120,000€ (approximately $174,268), and he is to receive additional compensation in the form of, and based on, the following: (i) 0.5% of Premier Power California’s European operation’s annual EBITDA in excess of 200,000€ (approximately $290,408) if Premier Power California’s European operation’s annual EBITDA margin is less than 5%, and (ii) 1.5% of Premier Power California’s European operation’s annual EBITDA in excess of 200,000€ (approximately $290,408) if Premier Power California’s European operation’s annual EBITDA margin is greater than 5%. The term of the agreement is for five years. On August 22, 2008, Mr. Persson also entered into a Non-Disclosure and Non-Competition Agreement with Premier Power California in connection with his employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of January 30, 2009, for each of the following persons, after giving effect to the Exchange Agreement and the Financing:

•

Each of our directors and each of the named executive officers in the “Management—Executive Compensation” section of this prospectus;

•

all directors and named executive officers as a group; and

•

each person who is known by us to own beneficially 5% or more of our common stock after the change of control transaction.

Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name. Unless otherwise indicated, the address of each beneficial owner listed below is 4961 Windplay Drive, Suite 100, El Dorado Hills, California 95762. The percentage of class beneficially owned set forth below is based on 26,048,750 shares of common stock outstanding on January 30, 2009.

Name and Position	Number of Shares of Common Stock Beneficially Owned (1)			Percent of Shares of Common Stock Beneficially Owned (1)(2)
Dean R. Marks, Chairman of the Board, President, and Chief Executive Officer		11,234,215			43.2	%

Miguel de Anquin, Chief Operating Officer, Corporate Secretary, and Director		6,744,638			25.9	%

Teresa Kelley, Chief Financial Officer		-			*

Kevin Murray, Director		-			*

Robert Medearis, Director		-			*

5% Stockholders:

Bjorn Persson		2,547,126			9.8	%

Juan Miguel Ostiz Zubieta		512,173			2.0	%

Genesis Capital Advisors, LLC (3)		1,580,598			6.1	%

Vision Opportunity Master Fund, Ltd. (4)		2,646,030	(5)		9.99	% (5)

All Executive Officers and Directors as a Group (5 persons)		17,978,853			69.1	%

* Less than 1%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

(2)

Pursuant to the terms of the Share Exchange Agreement dated September 9, 2008, we issued 24,218,750 shares of common stock, equal to approximately 93.1% of our issued and outstanding common stock as of the closing date of the Share Exchange. After the issuance of shares in connection with the closing of the Share Exchange, there were approximately 26,018,750 issued and outstanding shares of our common stock. Percentage totals may vary slightly due to rounding. Also, in connection with the closing of the Financing, we issued a total of 3,500,000 units (the “Units”) to one accredited investor, each Unit consisting of one share of our Series A Preferred Stock, one-half of one Series A Warrant, and one-half of one Series B Warrant. Each one share of Series A Preferred Stock will be convertible into one share of our Common Stock, and each Series A Warrant and Series B Warrant entitles the holder to purchase one share of our common stock at an exercise price of $2.50 and $3.00 per share, respectively, of our common stock.

(3)	The address for this stockholder is 15760 Ventura Blvd., Suite 1550, Encino, CA 91436.

(4)

The address for this stockholder is c/o Citi Hedge Fund Services (Cayman) Limited, Cayman Corporate Centre, 27 Hospital Road, 5th Floor, Grand Cayman KY1-1109, Cayman Islands. Adam Benowitz, as the managing member of Vision Capital Advisors, LLC, the investment advisor to this stockholder, has dispositive and voting power over these securities and may be deemed to be the beneficial owner of these securities.

(5)

This number includes 2,178,000 shares of Common Stock and 468,030 shares of Common Stock issuable upon conversion of 468,030 shares of our Series A Preferred Stock, which are presently convertible. This number does not include (i) 3,031,970 shares of Common Stock underlying its shares of Series A Preferred Stock, (ii) 1,750,000 shares of Common Stock underlying its Series A Warrants, (iii)1,750,000 shares of Common Stock underlying its Series B Warrants, or (iv) 1,600,000 shares of Common Stock underlying an option to purchase such shares because each of these securities held by the stockholder contains a restriction on conversion or exercise, as the case may be, limiting such holder’s ability to convert or exercise to the extent that such conversion or exercise would cause the beneficial ownership of the holder, together with its affiliates, to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock as a result of a conversion or exercise. The stockholder may waive this limitation upon 61 days’ notice to the Company. As of January 30, 2009, however, the Company has not received any such notice.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Share Exchange Agreement

On September 9, 2008, in a share exchange transaction, we acquired a solar energy business based in California that specializes in solar integration, by executing the Exchange Agreement by and among the Company, Premier Power California, and the PPG Owners.

Under the Exchange Agreement, on the Closing Date, we acquired all of the outstanding shares of Premier Power California through the issuance of 24,218,750 restricted shares of our common stock to the PPG Owners. Immediately prior to the Share Exchange, we had 1,800,000 shares of common stock outstanding, after taking account of our cancellation of 25,448,000 shares of our common stock held by Vision Opportunity Master Fund, which cancellation occurred concurrently with the Share Exchange. Immediately after the issuance of the shares to the PPG Owners, we had 26,018,750 shares of common stock issued and outstanding. As a result of the Share Exchange, the PPG Owners became our controlling stockholders, and Premier Power California became our wholly owned subsidiary. In connection with Premier Power California becoming our wholly owned subsidiary, we acquired the business and operations of the Premier Power Group, which became our principal business.

Related Party Transactions of Premier Power Group

Set forth below are the related party transactions since January 1, 2007 between Premier Power California’s stockholders, officers and/or directors, and Premier Power California.

On July 11, 2008, Dean Marks transferred 18% of his 85% holdings of shares of common stock in Premier Power California to Miguel de Anquin. Following this transfer, Dean Marks and Miguel de Anquin held 67% and 33%, respectively, of the shares of common stock in Premier Power California.

On August 27, 2008, Bjorn Persson and Juan Ostiz each exchanged 100% of their interests in Premier Power Spain for shares of common stock in Premier Power California. On September 1, 2008, Dean Marks and Miguel de Anquin each exchanged 100% of their interests in Premier Power Spain and Bright Future for shares of common stock in Premier Power California. Following these transfers, Dean Marks, Miguel de Anquin, Bjorn Persson, and Juan Ostiz held approximately 54.1%, 30.7%, 12.6%, and 2.6%, respectively of the shares of common stock in Premier Power California, and Premier Power Spain and Bright Future became wholly owned subsidiaries of Premier Power California.

Related Party Transactions of Premier Power

Set forth below are the Company’s related party transactions since January 1, 2007:

Concurrently with the closing of the Share Exchange and pursuant to a purchase and sale agreement, we sold all of the outstanding membership interests of our wholly owned subsidiary, Harry’s Trucking, LLC, a California limited liability company, to Haris Tajyar and Omar Tajyar in full satisfaction of related party cash advances and their indemnity with respect to the Company's prior business operations.

DESCRIPTION OF SECURITIES

The following information describes our capital stock and provisions of our certificate of incorporation and our bylaws, all as in effect upon the closing of the Share Exchange. This description is only a summary. The reader should also refer to our certificate of incorporation and bylaws that have been incorporated by reference or filed with the SEC as exhibits.

General

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share, of which 5,000,000 is designated as Series A Convertible Preferred Stock (“Series A Preferred”).

Common Stock

Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding, and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our certificate of incorporation. Our certificate of incorporation does not provide for cumulative voting in the election of directors.

The holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Upon liquidation, dissolution, or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders after distribution of assets to the holders of Series A Preferred.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities, or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights and no conversion rights, and there are no redemption provisions applicable to our common stock.

Series A Convertible Preferred Stock

The following is a summary of the preferences and rights contained in the Certificate of Designation of Preferences, Rights and Limitations (the “Series A Certificate”) of the Series A Convertible Preferred Stock (“Series A Preferred”) and is qualified in its entirety by reference to the Series A Certificate, which is attached as Exhibit 3.5 to our Current Report on Form 8-K filed September 11, 2008.

Voting Rights

Except as otherwise provided in the Series A Certificate or by law, each holder of shares of Series A Preferred shall have no voting rights. As long as any shares of Series A Preferred are outstanding, however, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred, (a) alter or change adversely the powers, preferences, or rights given to the Series A Preferred or alter or amend the Series A Certificate, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5 of the Series A Certificate) senior to or otherwise pari passu with the Series A Preferred, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred, (d) increase the number of authorized shares of Series A Preferred, or (e) enter into any agreement with respect to any of the foregoing.

Conversion Rights

Conversion at the Holder’s Option

Each share of Series A Preferred is convertible at any time and from time to time after the issue date at the holder’s option into shares of the Company’s common stock (subject to beneficial ownership limitations as set forth in Section 6(c) of the Series A Certificate) determined by dividing the Stated Value of such share of Series A Preferred by the Conversion Price (each as defined below).

Stated Value . Each share of Series A Preferred shall have a stated value equal to $2.00.

Conversion Price . The conversion price for the Series A Preferred shall equal $2.00, subject to adjustment as provided in the Series A Certificate.

Automatic Conversion

Upon a Qualified Public Offering (as defined below) all outstanding shares of Series A Preferred plus all accrued but unpaid dividends shall automatically be converted into shares of the Company’s common stock at the Conversion Price, subject to Section 6(c) of the Series A Certificate.

“Qualified Public Offering” means (i) a firm-commitment underwritten public offering for gross proceeds of not less than $25,000,000 and a public offering price of not less than $4.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock that occur after the Original Issue Date, as defined below) or (ii) a listing on any level of the Nasdaq Stock Market.

“Original Issue Date” means the date of the first issuance of any shares of the Series A Preferred regardless of the number of transfers of any particular shares of Series A Preferred and regardless of the number of certificates which may be issued to evidence such Series A Preferred.

Beneficial Ownership Limitation

Holders of our Series A Preferred are restricted from converting their shares of Series A Preferred to Common Stock if the number of shares of Common Stock to be issued pursuant to such conversion would cause the number of shares of Common Stock beneficially owned by such holder, together with its affiliates, at such time to exceed 9.99% of the then issued and outstanding shares of Common Stock; provided, however, that such holder may waive this limitation upon 61 days’ notice to the Company. As of January 30, 2009, however, the Company has not received any such notice.

Adjustment for Stock Dividends and Stock Splits

If the Company, at any time while Series A Preferred is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of common stock on shares of common stock or any other Common Stock Equivalents (as defined in Section 1 of the Series A Certificate, and, which, for avoidance of doubt, shall not include any shares of common stock issued by the Company upon conversion of, or payment of a dividend on, Series A Preferred); (B) subdivides outstanding shares of common stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding shares of common stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of common stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of common stock outstanding immediately after such event.

Adjustment for Subsequent Equity Sales

If, at any time while Series A Preferred is outstanding, the Company or any of its subsidiaries sells or grants any option to purchase or sells or grants any right to reprice its securities, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition) any common stock or Common Stock Equivalents (as defined in Section 1 of the Series A Certificate) entitling any person to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the common stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of common stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then (i) as to any Dilutive Issuances that occur on or before the 24 month anniversary of the Original Issue Date (as defined above, and the Conversion Price shall be reduced to equal the Base Conversion Price and (ii) as to any Dilutive Issuances that occur after the 24 month anniversary of the Original Issue Date and until Series A Preferred is no longer outstanding, the Conversion Price shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which is the number of shares of common stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of common stock which the offering price for such Dilutive Issuance would purchase at the then Conversion Price, and the denominator of which shall be the sum of the number of shares of common stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of common stock so issued or issuable in connection with the Dilutive Issuance. Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect of an Exempt Issuance (as defined in Section 1 of the Series A Certificate). If the Company enters into a Variable Rate Transaction (as defined in Section 4.12(b) of the Purchase Agreement), despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued common stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the holders in writing, no later than the business day following the issuance of any common stock or Common Stock Equivalents subject to this Section 7(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms.

Adjustment for Subsequent Rights Offerings

If the Company, at any time while the Series A Preferred is outstanding, shall issue rights, options or warrants to all holders of common stock (and not to holders) entitling them to subscribe for or purchase shares of common stock at a price per share that is lower than the VWAP (defined in Section 1 of the Series A Certificate) on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the common stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of common stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the common stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Adjustment for Pro Rata Distributions

If the Company, at any time while the Series A Preferred is outstanding, distributes to all holders of common stock (and not to holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security (other than common stock, which shall be subject to Section 7(b)), then in each such case the Conversion Price shall be adjusted by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets, evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the common stock as determined by the board of directors of the Company in good faith. In either case the adjustments shall be described in a statement delivered to the holders describing the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of common stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Adjustment for Fundamental Transactions

If, at any time while the Series A Preferred is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another person, (B) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of common stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of Series A Preferred, the holders shall have the right to receive, for each Conversion Share (as defined in Section 1 of the Series A Certificate) that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of common stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of common stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of common stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion of Series A Preferred following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the holders’ right to convert such preferred stock into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 7(e) and insuring that Series A Preferred (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Series A Warrants and Series B Warrants

In connection with the Financing more fully described above under Item 1.01 above, we issued to one accredited investor Series A Warrants and Series B Warrants to purchase 1,750,000 and 1,750,000 shares of our common stock, respectively (subject to beneficial ownership limitations). The Series A Warrants and Series B Warrants are exercisable for four years from the date of issuance at an exercise price of $2.50 and $3.00 per share, respectively. The Series A Warrants and Series B Warrants contain a cashless exercise provision that such holders may utilize after one year from issuance of such warrant if there is no effective registration statement registering, or no prospectus available for the resale of, the shares underlying the warrants.

The Company has the right to call for cancellation each outstanding Series A Warrant or Series B Warrant upon the occurrence of each of the following:

(i)

the volume weighted average price for each of 30 consecutive trading days (the “Measurement Period,” which 30 consecutive trading day period shall not have commenced until after the issue date of the respective warrant) exceeds 200% of the applicable then-effective exercise price,

(ii)

the average daily volume for such Measurement Period exceeds 50,000 shares per trading day (adjusted for any stock splits etc.),

(iii)

a registration statement is effective for the resale of all of the shares of Common Stock underlying the applicable warrant, and

(iv)

the holder of the applicable warrant is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company

Holders of the Series A Warrants and Series B Warrants are restricted from exercising such warrants if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by such holder, together with its affiliates, at such time to exceed 9.99% of the then issued and outstanding shares of Common Stock; provided, however, that such holder may waive this limitation upon 61 days’ notice to the Company. As of January 30, 2009, however, the Company has not received any such notice.

Registration Rights

We agreed to undertake the filing of this prospectus and related registration statement to register for resale 120% of the following: (i) 3,500,000 shares of common stock that may be issued upon the conversion of the Series A Convertible Preferred Stock, (ii) 1,750,000 shares of common stock that may be issued upon the exercise of the Series A Warrants, (iii) 1,750,000 shares of common stock that may be issued upon the exercise of the Series B Warrants, (iv) 1,580,598 shares of common stock issued to Genesis Capital Advisors, LLC, which were issued as part of the Share Exchange, (v) 1,600,000 shares of common stock, and (vi) 1,600,000 share of common stock underlying an option to purchase such shares. In the event that the registration statement is not declared effective by the SEC within 180 calendar days following the closing of the Financing (or, in the event of a “full review” of the registration statement by the SEC, 240 calendar days after such closing) (the “Required Effective Date”), then we will be required to issue additional shares of Common Stock (the “Late Registration Shares”) to the investor in our September 9, 2008 Financing in an amount equal to 1% of the total shares of Common Stock into which the total number of shares of Series A Preferred then held by such investor is convertible for each 30 calendar day period until the registration statement is declared effective by the SEC, provided, however, that in no event shall the Late Registration Shares, if any, exceed in the aggregate, 12% of such shares purchased.

Registration of these shares of Common Stock upon exercise of these registration rights would result in the holders being able to trade these shares without restriction under the Securities Act once the applicable registration statement is declared effective. We will pay all registration expenses related to any registration.

Market Price of and Dividends on Common Equity and Related Stockholder Matters

On January 3, 2008, our shares of common stock commenced trading on the Over-The-Counter Bulletin Board (the “OTCBB”) under the symbol “HARY.” On September 8, 2008, in connection with our name change that went effective September 5, 2008, our symbol changed to “PPRW.”

The following table sets forth the high and low bid information for our common stock for each quarter within our last two fiscal years and subsequent interim periods, as reported by the OTC Bulletin Board. The bid prices reflect inter-dealer quotations, do not include retail markups, markdowns, or commissions, and do not necessarily reflect actual transactions.

	Low		High
2008
Quarter ended December 31, 2008	$	2.25	$	5.05
Quarter ended September 30, 2008*		4.05		5.90
Quarter ended June 30, 2008		*		*
Quarter ended March 31, 2008		*		*

2007
Quarter ended December 31, 2007	$	*	$	*
Quarter ended September 30, 2007		*		*
Quarter ended June 30, 2007		*		*
Quarter ended March 31, 2007		*		*

2006
Quarter ended December 31, 2006	$	*	$	*
Quarter ended September 30, 2006		*		*
Quarter ended June 30, 2006		*		*
Quarter ended March 31, 2006		*		*

* Our Common Stock had no active trading market until September 15, 2008.

The last reported closing sales price for shares of our common stock was $4.15 per share on the Over-The-Counter Bulletin Board on January 30, 2009.

Holders

As of January 16, 2009, we had approximately 46 stockholders of record of our common stock based upon the stockholder list provided by our transfer agent.

Transfer Agent

Our transfer agent is Computershare located at 350 Indiana Street, Suite 800, Golden, Colorado, and their telephone number is (303) 262-0600.

Dividends

We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant. Our retained earnings deficit and our loan with Guaranty Bank currently limits our ability to pay dividends.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices, or financial statement disclosure during our two most recent fiscal years and subsequent interim period.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit indemnification for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Pursuant to the provisions of Section 145, a corporation may indemnify its directors, officers, employees, and agents as follows:

“(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees).”

Charter Provisions and Other Arrangements of the Registrant

We have adopted the following indemnification provisions in our certificate of incorporation for our officers and directors:

“The corporation shall, to the fullest extent permitted by the provisions of 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.”

We also have a $2,000,000 director’s and officer’s liability insurance policy.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ADDITIONAL INFORMATION

Premier Power Renewable Energy, Inc. is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Reports filed with the SEC pursuant to the Exchange Act, including proxy statements, annual and quarterly reports, and other reports filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at the Headquarters Office, 100 F. Street N.E., Room 1580, Washington, D.C. 20549. The reader may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The reader can request copies of these documents upon payment of a duplicating fee by writing to the SEC. The Company’s filings are also available on the SEC’s internet site at http://www.sec.gov.

Premier Power Renewable Energy, Inc.

Index to Combined/Consolidated Financial Statements

Contents	Pages

Independent Auditor’s Report	F-2

Combined/Consolidated Balance Sheets as of December 31, 2007 and 2006 and September 30, 2008 (unaudited)	F-3

Combined/Consolidated Statements of Operations for the Years Ended December 31, 2007 and 2006 and the Nine Months Ended September 30, 2008 and 2007 (unaudited)	F-4

Combined/Consolidated Statements of Shareholders’/Members’ Equity for the Years Ended December 31, 2007 and 2006 and the Nine Months Ended September 30, 2008 (unaudited)	F-5

Combined/Consolidated Statements of Cash Flows for the Years Ended December 31, 2007 and 2006 and the Nine Months Ended September 30, 2008 and 2007 (unaudited)	F-6

Notes to the Combined/Consolidated Financial Statements for the Years Ended December 31, 2007 and 2006 and the Nine Months Ended September 30, 2008 and 2007 (unaudited)	F-7

F-1

INDEPENDENT AUDITOR’S REPORT

To the Members and Shareholders of Premier Power Renewable Energy, Inc.

We have audited the accompanying combined balance sheets of Premier Power Renewable Energy, Inc. (the “Company”) as of December 31, 2007 and 2006 and the related combined statements of operations, changes in shareholders’ equity, 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 audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 financing 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 audit provides a reasonable basis for our opinion.

As described in Note 14, the Company has restated its previously issued financial statements for the years ended December 31, 2007 and 2006.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Premier Power Renewable Energy, Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Macias Gini & O’Connell LLP

Certified Public Accountants

Sacramento, California

June 3, 2008 (January 9, 2009 as to Note 13 and January 26 , 2009 as to Note 14)

F-2

PREMIER POWER RENEWABLE ENERGY, INC.

COMBINED/CONSOLIDATED BALANCE SHEETS

					(Unaudited)
	As Of				As Of
	December 31, 2007		December 31, 2006		September 30, 2008

ASSETS
Current assets:
Cash and cash equivalents	$	1,278,651	$	934,853	$	5,446,853
Accounts receivable, net of allowance for doubtful accounts
of $10,000		2,437,851		1,225,297		7,730,325
Due from shareholders		23,458		―		―
Cost and estimated earnings in excess of billings
on uncompleted contracts		37,245		153,087		640,833
Inventory, net		1,417,338		496,454		6,936,339
Deferred income taxes (1)		―		―		524,466
Prepaid expenses and other current assets		69,332		155,604		43,990
Total current assets (1)		5,263,875		2,965,295		21,322,806

Property and equipment, net		314,166		208,494		388,216
Intangible assets		―		―		1,110,001
Goodwill		―		―		483,496
Total assets (1)	$	5,578,041	$	3,173,789	$	23,304,519

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,611,162	$	1,179,777	$	5,035,378
Accrued liabilities		527,550		339,230		1,286,443
Deferred income taxes (1)		31,152		11,680		396,725
Billings in excess of costs and estimated earnings
on uncompleted contracts		1,451,637		1,223,126		6,775,344
Borrowings, current		58,165		32,936		1,316,720
Total current liabilities (1)		4,679,666		2,786,749		14,810,610
Borrowings, non-current		183,223		70,655		186,906
Deferred income taxes (1)		―		―		288,352
Total liabilities (1)		4,862,889		2,857,404		15,285,868

Commitments and contingencies (Note 9)

Minority interest		1,650		18,197		―

Shareholders' equity:
Series A Convertible preferred stock, par value $.0001 per share; 5,000,000 shares designated of 20,000,000 shares of preferred stock authorized; 3,500,000, 0, and 0 shares issued and outstanding at September 30, 2008 and December 31, 2007 and 2006, respectively		―		―		350
Common stock, par $.0001 per share; 100,000,000 shares authorized; 26,018,750, 21,159,491, and 21,159,491 shares issued and outstanding at September 30, 2008 and December 31, 2007 and 2006, respectively (1)		2,116		2,116		2,602
Additional paid-in-capital (1)		1,408		1,408		7,650,956
Retained earnings (1)		700,913		293,814		412,773
Accumulated other comprehensive income (loss)		9,065		850		(48,030	)
Total shareholders' equity (1)		713,502		298,188		8,018,651
Total liabilities and shareholders' equity (1)	$	5,578,041	$	3,173,789	$	23,304,519

(1) As restated. See Note 14.

The accompanying notes are an integral part of these financial statements

F-3

PREMIER POWER RENEWABLE ENERGY, INC.

COMBINED/CONSOLIDATED STATEMENTS OF OPERATIONS

							(Unaudited)			(Unaudited)
	For the Year Ended						For the Nine Months Ended
	December 31, 2007			December 31, 2006			September 30, 2008			September 30, 2007

Net sales	$	16,685,690		$	9,933,345		$	27,224,925		$	13,310,421
Cost of sales		(12,440,839	)		(7,529,362	)		(23,502,924	)		(9,822,046	)
Gross profit		4,244,851			2,403,983			3,722,001			3,488,375

Operating expenses:
Sales and marketing		1,493,890			935,228			1,571,826			975,229
Administrative expense		1,877,888			1,245,791			1,427,653			1,363,301
Total operating expenses		3,371,778			2,181,019			2,999,479			2,338,530

Operating income		873,073			222,964			722,522			1,149,845

Other income (expense):
Interest expense		(26,222	)		(7,826	)		(55,957	)		(15,201	)
Interest income		20,340			10,997			21,867			15,587
Total other income (expense)		(5,882	)		3,171			(34,090	)		386

Income before income taxes		867,191			226,135			688,432			1,150,231

Income tax expense (benefit) (1)		39,873			(4,304	)		(148,428	)		11,111

Net income before minority interest (1)		827,318			230,439			836,860			1,139,120

Minority interest		16,547			(15,869	)		(224,315	)		(11,573	)

Net income (1)	$	843,865		$	214,570		$	612,545		$	1,127,547

Earnings per share:
Basic (1)	$	.04		$	.01		$	.03		$	.05
Diluted (1)	$	.04		$	.01		$	.03		$	.05
Weighted average shares outstanding:
Basic (1)		21,159,451			19,519,386			21,533,243			21,159,491
Diluted (1)		21,159,451			19,519,386			21,802,474			21,159,491

(1) As restated. See Note 14.

The accompanying notes are an integral part of these financial statements

F-4

PREMIER POWER RENEWABLE ENERGY, INC.

COMBINED/CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

									Additional					Accumulated Other
	Common Stock				Preferred Stock				Paid In		Retained			Comprehensive
	Shares		Amount		Shares		Amount		Capital		Earnings			Income			Total

Balance December 31, 2005 (1)		17,975,283	$	100			$		$		$	205,641		$			$	205,741

Net income												214,570						214,570
Foreign currency translation adjustment															850			850
Comprehensive income																		215,420

Distributions												(126,397	)					(126,397	)
Issuance of shares (1)		3,184,168		2,016						1,408								3,424

Balance December 31, 2006 (1)		21,159,451		2,116						1,408		293,814			850			298,188

Net income												843,865						843,865
Foreign currency translation															8,215			8,215
Comprehensive income																		852,080

Distributions												(436,766	)					(436,766	)

Balance December 31, 2007 (1)		21,159,451		2,116						1,408		700,913			9,065			713,502

Net income (unaudited) (1)												612,545						612,545
Foreign currency translation adjustment (unaudited)															(57,095	)		(57,095	)
Comprehensive income (unaudited)																		555,450
Issuance of shares to purchase minority interest (unaudited)		3,059,299		306						1,488,928								1,489,234
Shares issued in connection with reverse acquisition (unaudited) (1)		1,800,000		180						664,009								664,189
Issuance of Series A and Series B warrants (unaudited)										1,793,987								1,793,987
Issuance of Series A convertible preferred stock (unaudited)						3,500,000		350		3,253,939								3,254,289
Distributions (unaudited)												(452,000	)					(452,000	)
Deemed constructive contribution (distribution) of S-Corp undistributed earnings (unaudited) (1)										448,685		(448,685	)
Balance September 30, 2008 (unaudited) (1)		26,018,750	$	2,602		3,500,000	$	350	$	7,650,956	$	412,773		$	(48,030	)	$	8,018,651

(1) As restated. See Note 14.

The accompanying notes are an integral part of these financial statements

F-5

PREMIER POWER RENEWABLE ENERGY, INC.

COMBINED/CONSOLIDATED STATEMENTS OF CASH FLOWS

							(Unaudited)			(Unaudited)
	For the Year Ended						For the Nine Months Ended
	December 31, 2007			December 31, 2006			September 30, 2008			September 30, 2007
Cash flows form operating activities:
Net income (1)	$	843,865		$	214,570		$	612,545		$	1,127,547
Minority interest		(16,547	)		15,869			224,315			11,573
Net Income before minority interest (1)		827,318			230,439			836,860			1,139,120
Adjustments to reconcile net income provided by
(used in) operating activities:
Depreciation and amortization		76,435			60,146			73,286			21,029
Changes in operating assets and liabilities:
Accounts receivable		(1,212,554	)		(704,340	)		(5,292,474	)		(1,527,422	)
Cost and estimated earnings in excess of billings
on uncompleted contracts		115,842			(137,255	)		(603,588	)		(470,814	)
Inventories		(920,884	)		(51,154	)		(5,519,001	)		(163,328	)
Prepaid expenses and other assets		86,272			(127,497	)		25,342			137,903
Accounts payable		1,435,966			834,658			2,424,216			833,218
Accrued liabilities		188,320			167,117			719,288			121,473
Deferred income taxes (1)		19,472			1,580			(203,542	)		(5,797	)
Billings in excess of costs and estimated earnings
on uncompleted contracts		228,511			100,110			5,323,707			(1,067,750	)
Net cash provided by (used in) operating activities (1)		844,698			373,804			(2,215,906	)		(982,368	)

Cash flows from investing activities:
Acquisition of property and equipment		(6,692	)		(15,888	)		(89,833	)		(63,841	)
Proceeds from sale of property and equipment		10,432						5,480			16,957
Net cash provided by (used in) investing activities (1)		3,740			(15,888	)		(84,353	)		(46,884	)

Cash flows from financing activities:
Principal payments of long-term debt		(48,051	)		(52,095	)		(50,745	)		(38,296	)
Proceeds from sale of member units					5,752
Proceeds from borrowings								1,250,000			840,098
Net (advances) repayments from/to shareholders		(23,458	)					23,458
Issuance of preferred stock and warrants								5,712,128
Distributions		(436,766	)		(126,397	)		(452,000	)		(553,116	)
Net cash provided by (used in) financing activities (1)		(508,275	)		(172,740	)		6,482,841			248,686

Effect of foreign currency		3,635						(14,380	)		3,620
Increase (decrease) in cash and cash equivalents		343,798			185,176			4,168,202			(776,946	)
Cash and cash equivalents at beginning of period		934,853			749,677			1,278,651			934,853
Cash and cash equivalents at end of period	$	1,278,651		$	934,853		$	5,446,853		$	157,907

Supplemental cash flow information:
Interest paid	$	24,760		$	6,566		$	16,912		$	9,197
Taxes paid	$	24,238		$	1,651		$	55,113		$	16,908
Non-cash investing and financing activities:
Issuance of notes to acquire equipment	$	185,846		$	53,385		$	62,983		$	80,098
Common stock issued to acquire minority interest							$	1,489,234

(1) As restated. See Note 14.

The accompanying notes are an integral part of these financial statements

F-6

PREMIER POWER RENEWABLE ENERGY, INC.

Notes To Combined/Consolidated Financial Statements

Information as of and for the Nine Months Ended September 30, 2008 and September 30, 2007 is unaudited

1.	ORGANIZATION AND NATURE OF BUSINESS

Premier Power Renewable Energy, Inc., a Delaware corporation (the “Parent”), and its subsidiaries, Premier Power Renewable Energy, Inc., a California corporation (Premier Power California), Bright Future Technologies, LLC (Bright Future), and Premier Power Sociedad Limitada (Premier Power Spain) (collectively the “Company”) designs, engineers, and installs photovoltaic systems in the United States and Spain.

Prior to September 9, 2008, Premier Power California and Bright Future were wholly owned by a common shareholder group. That same shareholder group was deemed to exercise control over Premier Power Spain through a 51% ownership interest, management control, and the absence of disproportionate voting rights. On September 1, 2008, that shareholder group exchanged their interests in Premier Power Spain for shares of common stock of Premier Power California. On August 27, 2008, the holders of the 49% minority interest in Premier Power Spain exchanged their interests in Premier Power Spain for shares of common stock of Premier Power California. A summary of the fair value of the acquired tangible and intangible assets and liabilities held by the 49% minority interest is as follows:

Fair value of shares exchanged	$	1,489,234
Tangible assets acquired	$	(1,033,603	)
Amortizing intangible assets acquired	$	(1,110,001	)
Liabilities assumed	$	1,137,866
Goodwill for minority interest	$	483,496

The estimated fair values of the acquired tangible assets and liabilities and intangible assets may change as the Company completes the process of valuing the acquired assets and liabilities and as direct costs of the transaction are finalized. The final adjustments are not expected to be material.

The following unaudited pro forma information gives effect to the acquisition of the minority interest as if such had been acquired on January 1, 2006. The pro forma information is not necessary indicative of what would have occurred had the acquisition been made on such date, nor is it indicative of future results of operations. The pro forma amounts give effect to appropriate adjustments for the fair value of the acquired assets and liabilities.

	Year Ended December 31,				Nine Months Ended
Description	2007		2006		September 30, 2008
Pro forma operating expenses	$	3,513,190	$	2,374,887	$	3,038,215
Pro forma net income	$	685,906	$	36,572	$	798,124

Pro forma shares outstanding:
Basic		22,638,152		22,638,152		23,350,618
Diluted		22,638,152		22,638,152		24,619,849

Pro forma earnings per share:
Basic	$	0.03	$	0.00	$	0.03
Diluted	$	0.03	$	0.00	$	0.03

The historical financial statements of the Company prior to September 9, 2008 present its financial position, results of operations and cash flows on a combined basis.

Pursuant to a reverse acquisition between the Parent (formerly “Harry’s Trucking, Inc.”) and Premier Power California that closed on September 9, 2008, the shareholders of Premier Power California exchanged 100% of their interests for an aggregate 24,218,750 shares of the Parent’s common stock.

Subsequent to the merger, the former shareholders of Premier Power California held approximately 87% of the outstanding common stock of the Company. The merger was considered to be a reverse acquisition accounted for as a recapitalization. Premier Power California was considered to be the accounting acquirer and the historical financial statements of the Company are those of Premier Power California. The outstanding shares, members’ equity and earnings per share in the historical financial statements have been restated to give effect to the common shares issued to the controlling shareholders.

In connection with the reverse acquisition, the Company issued 3,500,000 units, consisting each of 1 share of Series A Convertible Preferred Stock, ½ of a Series A Warrant, and ½ of a Series B Warrant in exchange for $5,712,128 in net proceeds. Each 1 share of Series A Convertible Preferred Stock converts into 1 share of common stock. Each 1 Series A Warrant and 1 Series B Warrant entitles the holder thereof to purchase one share of common stock at $2.50 and $3.00 per share, respectively.

F-7

2.	SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The financial information as of September 30, 2008 and for the nine months ended September 30, 2008 and 2007 is unaudited, but in the opinion of management of the Company, contains all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates include the allowance for doubtful accounts, warranty reserves, revenue recognition, the estimated useful life of property and equipment and the provision for income taxes. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents - Cash and cash equivalents include cash on hand or in the bank and short-term investment securities with original maturity of 90 days or less at date of purchase.

The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company had $1,600,061, $940,440, and $6,318,564 in cash in bank accounts at December 31, 2007 and 2006 and September 30, 2008, respectively, in excess of deposit insurance limits.

Concentrations and Credit Risk - One customer accounted for 15% of the Company’s revenues in 2007, and another customer accounted for 14% of the Company’s revenues in 2006. For the nine months ended September 30, 2008, no single customer accounted for more than 10% of the Company’s revenues. Two customers accounted for 12% and 14%, respectively, of the Company’s revenues for the nine months ended September 30, 2007. Accounts receivable primarily consist of trade receivables and amounts due from state agencies and utilities for rebates on solar systems installed. At December 31, 2007, two customers accounted for 49% and 22%, respectively, of accounts receivable. At December 31, 2006, the Company had one customer that accounted for 20% of accounts receivable. At September 30, 2008, the Company had two customers that accounted for 19% and 14%, respectively, of accounts receivables, respectively. The Company monitors account balances and follows up with accounts that are past due as defined in the terms of the contract with the customer. To date, the Company’s losses on uncollectible accounts receivable have been immaterial. The Company maintains an allowance for doubtful accounts receivable based on the expected collectability of its accounts receivable. The allowance for doubtful accounts is based on assessments of the collectability of specific customer accounts and the aging of the accounts receivable. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than historical experience, the allowance for doubtful accounts is increased. The allowance for doubtful accounts was $10,000 as of December 31, 2007 and 2006 and September 30, 2008.

The Company purchases its solar panels from a limited number of vendors, but believes that, in the event it is unable to purchase solar panels from these vendors’ alternative sources of solar panels will be available.

At December 31, 2007 and September 30, 2008, the Company held $88,536 and $74,604, respectively, of its long lived assets in Spain. At December 31, 2006, there were no long lived assets held in Spain. For the years ended December 31, 2007 and 2006, the Company recorded $1,925,238 and $111,974, respectively, in revenues from Spain. For the nine months ended September 30, 2008 and 2007, the Company recorded, $12,657,390 and $1,361,000, respectively, in revenues from Spain.

Inventories - Inventories, consisting primarily of raw materials, are recorded using the average cost method and are carried at the lower of cost or market.

Property and Equipment - Property and equipment with a value greater than $2,000 are recorded at cost and depreciated using the straight-line method over estimated useful lives of 5 years, or in the case of leasehold improvements, the lease term, if shorter. Maintenance and repairs are expensed as they occur.

Revenue Recognition - Revenue on photovoltaic system installation contracts is recognized using the percentage of completion method of accounting. At the end of each period, the Company measures the cost incurred on each project and compares the result against its estimated total costs at completion. The percent of cost incurred determines the amount of revenue to be recognized. Payment terms are generally defined by the contract and as a result may not match the timing of the costs incurred by the Company and the related recognition of revenue. Such differences are recorded as costs and estimated earnings in excess of billings on uncompleted contracts or billings in excess of costs and estimated earnings on uncompleted contracts. The Company determines its customer’s credit worthiness at the time the order is accepted. Sudden and unexpected changes in a customer’s financial condition could put recoverability at risk.

Advertising - The Company expenses advertising costs as they are incurred. Advertising costs were $415,622 and $177,838 for the years ended December 31, 2007 and 2006, respectively. Such costs were $352,389 and $348,676 for the nine months ended September 30, 2008 and September 30, 2007, respectively.

Warranty Reserve - Prior to January 1, 2007, the Company provided a five year warranty covering the labor and materials associated with its installations. Effective January 1, 2007, the Company changed the coverage to generally be ten years for contracts signed after December 31, 2006 in the U.S. and one year in Spain. Solar panels and inverters are warranted by the manufacturer for 25 years and 10 years, respectively. Activity in the Company’s warranty reserve was as follows:

	Year Ended December 31, 2007			Year Ended December 31, 2006			Nine Months Ended September 30, 2008

Balance at beginning of period	$	58,375		$	-		$	172,002

Warranty expense		132,533			64,326			199,482

Less: Warranty claims		(18,906	)		(5,951	)		(39,698	)

Balance at end of period	$	172,002		$	58,375		$	331,786

F-8

Foreign Currency - Premier Power Spain’s functional currency is the Euro. Its assets and liabilities are translated at year-end exchange rates, except for certain non-monetary balances which are translated at historical rates. All income and expense amounts of Premier Power Spain are translated at average exchange rates for the period. Translation gains and losses are not included in determining net income but are accumulated in a separate component of shareholders’ equity. Foreign currency transaction gains and losses are included in the determination of net income (loss) in the period in which they occur. For the nine months ended September 30, 2008 and 2007 foreign currency transaction gains and losses were $10,817 and $0, respectively. For the fiscal years 2006 and 2007, the foreign currency transaction gain (loss) was $0 for each year.

Minority Interest – The minority interest reflected in the Balance Sheets and Statement of Operations represent the 49% shareholdings of the non-controlling shareholders in the Company’s Spanish operations, Premier Power Spain. Concurrent with the reverse merger, these shareholdings were converted into shares of the Company’s stock and no longer reported as a minority interest effective September 9, 2008.

Earnings for Share – Earnings per share are computed in accordance with the provisions of SFAS No. 28, “ Earnings Per Share .” Basic net income (loss) 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.” 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. The Company’s dilutive potential common shares consist of warrants.

Comprehensive Income – Statement of Financial Accounting Standards No. 130, “ Reporting Comprehensive Income ,” establishes standards for reporting comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income, as defined, includes all changes in equity during the period from non-owner sources, such as foreign currency translation adjustments.

Income Taxes - The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon the weight of available evidence, including expected future earnings. A valuation allowance is recognized if it is more likely than not that some portion, or all of a deferred tax asset will not be realized.

Prior to September 9, 2008, Premier Power California (a Subchapter S corporation) and Bright Future (a limited liability company) were not subject to federal income tax, but were subject to state income tax. For the years ended December 31, 2007 and 2006, the Company recorded $36,408 and ($4,304) in income tax expense (benefit) for its U.S. entities. From January 1, 2008 to September 9, 2008, the Company recorded $14,674 in state income tax expense related to these entities. For the nine months ended September 30, 2007, the Company recorded $11,111 in state income tax. In conjunction with the conversion to a C-corporation for tax purposes, the Company recorded a net deferred tax asset of $485,864 . The majority of this benefit is attributable to changing the method of accounting from the cash to accrual basis of accounting for tax purposes.

Subsequent to September 8, 2008 and in conjunction with the reverse acquisition, the Company and its U.S. subsidiaries became subject to federal income taxes. The change in tax status did not result in a change in the tax basis of the Company and its U.S. subsidiaries. For the period from September 9, 2008 to September 30, 2008, the Company and its U.S. subsidiaries recorded an income tax benefit of $556,281. The difference in the level of income tax expense incurred by the Company and its U.S subsidiaries for the three and nine month periods ended September 30, 2008 is primarily a function of the change in tax status. Additionally, in conjunction with the acquisition of the Spain minority interest, the Company recorded a deferred tax liability of $333,000 resulting in an offsetting increase to goodwill.

Premier Power Spain is organized under the laws of Spain and is subject to federal and provincial taxes. For the years ended December 31, 2007 and 2006, Premier Power Spain recorded income tax expense of $3,465 and $0, respectively. For the nine months ended September 31, 2008 and 2007, Premier Power Spain recorded income tax expense of $393,179 and $0, respectively.

Effective September 1, 2008, the Company adopted Financial Accounting Standards Interpretation, or FIN No. 48, “ Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 ” (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

As a result of the implementation of FIN 48, the Company recognized no change in the liability for unrecognized tax benefits related to tax positions taken in prior periods, and no corresponding change in retained earnings.

As a result of the implementation of FIN 48, the Company recognized no material adjustment in the liability for unrecognized income tax benefits as of the September 2008 adoption date and at September 30, 2008. Also, the Company had no amounts of unrecognized tax benefits that, if recognized, would affect its effective tax rate.

The Company’s policy for deducting interest and penalties is to treat interest as interest expense and penalties as taxes. As of September 30, 2008, the Company had no amount accrued for the payment of interest and penalties related to unrecognized tax benefits and no amounts as of the adoption date of FIN 48.

Recently Issued Accounting Pronouncements - In September of 2006, the Financial Accounting Standards Board (“FASB”) issued FAS No. 157, " Fair Value Measurement " ("FAS 157"), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007, except for non-financial assets and liabilities measured at fair value on a non-recurring basis for which the effective date will be for fiscal years beginning after November 15, 2008, and is not expected to have a material impact on the Company's consolidated financial statements.

F-9

3.	INCOME TAX

For the nine months ended September 30, 2008, income tax expense has been restated to properly account for the change to a C-corporation for the U.S. subsidiaries . This change was primarily responsible for an income tax benefit of $148,428 recorded for the nine months ended September 30, 2008 .

The following unaudited pro forma information gives effect as if Premier Power California and Bright Future previously operated as C-corporations. The pro forma data below shows the estimated effect of income taxes on net income and earnings per share for periods prior to becoming a taxable corporation.

	For the Year Ended December 31,				For the Nine Months Ended September 30,
	2007		2006		2008		2007

Pro Forma Disclosures

Income before income taxes and minority interest	$	867,191	$	226,135	$	688,432	$	1,150,231

Income tax expense	$	343,767	$	83,878	$	193,601	$	263,601

Net income	$	523,424	$	142,257	$	494,831	$	886,630

Earnings per share:
Basic	$	0.02	$	0.01	$	0.02	$	0.04
Diluted	$	0.02	$	0.01	$	0.02	$	0.04

F-10

4.	INTANGIBLE ASSETS

Intangibles consist of amortizing intangibles and goodwill. At December 31, 2007 and 2006, the Company held no intangible assets. At September 30, 2008, such amounts were as follows:

	September 30, 2008
Amortizing Intangibles
Trademark	$	878,018
Employee Contract		179,527
Backlog		52,456
Subtotal	$	1,110,001
Goodwill		483,496
Total	$	1,593,497

Amortization periods for the intangibles are as follows: trademark - 17 years, employee contract - 2 years, backlog - 6 months. Amortization for the three and nine month periods ended September 30, 2008 was insignificant.

5.	PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	December 31, 2006			December 31, 2007			September 30, 2008
Equipment	$	117,764		$	138,151		$	124,492
Furniture and computers		6,532			12,352			47,821
Vehicles		199,388			338,663			464,189
		323,504			489,166			636,502
Less: Accumulated depreciation		(115,010	)		(175,000	)		(248,286	)
	$	208,494		$	314,166		$	388,216

Depreciation expense was $76,435 and $60,146 for the years ended December 31, 2007 and 2006, respectively, and $73,286 and $21,029 for the nine months ended September 30, 2008 and September 30, 2007, respectively.

6.	ACCRUED LIABLILITIES

Accrued liabilities consisted of the following:

	December 31, 2006		December 31, 2007		September 30, 2008
Payroll	$	151,125	$	215,434	$	274,437
Warranty reserve		58,375		172,002		331,786
401K plan		40,000		60,000		12,000
Taxes		37,242		24,020		584,292
Workers compensation insurance		36,000		20,000		—
Other operational accruals		16,488		36,094		83,928
Total	$	339,230	$	527,550	$	1,286,443

F-11

7.	BORROWINGS

Borrowings consist of notes payable and lines of credit.

Notes Payable

At December 31, 2007 and 2006 and September 30, 2008, notes payable were $241,388, $103,591, and $253,626, respectively. The notes are secured by vehicles and have maturities through 2014. The annual interest rates on the notes range from 1.9% to 6.6%. The future principal payments on these notes as of December 31, 2007 are as follows:

2008	$	58,165
2009		54,657
2010		46,685
2011		42,566
2012		28,500
2013		55,508
2014		5,307

Total	$	241,388

Lines of Credit

In February 2007, Premier Power entered into an agreement for a $2 million line of credit (LOC) with a bank, maturing in February 2008. The LOC is secured by the Company’s assets and a personal guaranty by the Company’s Chief Executive Officer and his wife. Actual amounts available under the LOC are dependent on the balance of accounts receivable and inventory. The LOC bears interest at the prime rate plus 1% (6% at September 30, 2008). At September 30, 2008 and December 31, 2007, $1,250,000 and $0, respectively, were outstanding on the LOC. The LOC was renewed in February 2008 with a borrowing limit of $3 million and maturing in February of 2009.

The Company also has a separate $100,000 line of credit that is secured by the personal guarantee of certain of the owners. This line of credit is callable at any time by the bank. Interest is payable monthly at the prime rate plus 4.75%, or 9.75% at September 30, 2008. No balance was outstanding on this line of credit at December 31, 2007 and 2006 and September 30, 2008.

EQUITY

Preferred Stock

The Company has 20,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), authorized. The preferred stock may be issued from time to time in series having such designated preferences and rights, qualifications and to such limitations as the Board of Directors may determine.

The Company has designated 5,000,000 shares of Preferred Stock as Series A Convertible Preferred Stock (“Series A Stock”). The holders of Series A Stock have no voting rights except with regards to certain corporate events, enjoys a liquidation preference over holders of common stock, and may convert each share of Series A Stock into one share of common stock at any time. Series A stock converts automatically upon the occurrence of an offering meeting certain criteria. As of September 30, 2008, there are 3,500,000 shares of Series A Stock outstanding.

F-12

Warrants

During the ninth months ended September 30, 2008, the Company issued Series A Warrants and Series B Warrants to purchase 1,750,000 and 1,750,000 shares of common stock, respectively, in connection with the issuance of Series A Stock.

Both the Series A and B Warrants have four year lives. The Company has the right to call for cancellation each outstanding Series A Warrant or Series B Warrant under certain circumstances. The Series A Warrants have an exercise price of $2.50 and a fair value of $.15 per warrant. The Series B Warrants have an exercise price of $3.00 and a fair value of $.13 per warrant.

The significant assumptions used to determine the fair values of the warrants, are as follows:

Significant assumptions (weighted-average):
Risk-free interest rate at grant date		4.5	%
Expected stock price volatility		95	%
Expected dividend payout		—
Expected option life-years	4 yrs

The fair value of the preferred stock was calculated based on the estimated fair value and underlying number of common shares it would convert into at the time of the transaction. The estimated fair value of our common stock on the transaction date was $.42 per share, and the preferred stock would have converted into 3,500,000 common shares, thus deriving a fair value of $1,470,000 for the underlying common shares.

Based on the relative fair values of the preferred stock and the warrants, we allocated $5,206,013 and $1,793,987 of the $7,000,000 proceeds, before issuance costs, to the preferred stock and warrants, respectively.

9.	COMMITMENTS AND CONTINGENCIES

At December 31, 2007, Premier Power Spain was party to a non-cancelable operating lease that expires in April 2012. The lease provides for annual rent increases tied to the Consumer Price Index. The lease requires the following payments as of December 31, 2007, subject to annual adjustment, if any:

2008	$	12,432
2009		12,432
2010		12,432
2011		12,432
2012		4,144

Total	$	53,872

For the years ended December 31, 2007 and 2006, the Company recorded $8,769 and $0, respectively, in rent expense for this lease

At September 30, 2008, Premier Power Spain was party to a non-cancelable lease for operating facilities in Madrid, Spain, which expires in 2013, and a non-cancelable lease for operating facilities in Navarra, Spain, which expires in 2012. Also at September 30, 2008, Premier Power California was party to a non-cancelable lease for operating facilities in Redlands, California, which expires in 2010. These leases provide for annual rent increases tied to the Consumer Price Index. The leases require the following payments as of September 30, 2008, subject to annual adjustment, if any:

2008	$	19,131
2009		76,525
2010		67,889
2011		41,980
2012		33,577
2013		22,032

Total	$	261,134

For the nine months ended September 30, 2008 and 2007, the Company recorded $14,788 and $5,740, respectively, in rent expense for these leases.

10.	EMPLOYEE BENEFIT PLAN

Premier Power Renewable Energy, Inc. has a 401(k) plan (the Plan) for its employees. Employees are eligible to make contributions when they attain an age of twenty-one and have completed at least one year of service. Premier Power makes discretionary matching contributions to employees who qualify for the Plan and were employed on the last day of the Plan year. Such contributions totaled $60,000 and $40,000 for the years ended December 31, 2007 and 2006, respectively. Contributions were $0 and $60,000 for the nine months ended September 30, 2008 and 2007, respectively. Employees are vested 100% after 3 years of service. Neither Bright Future nor Premier Power Spain offer defined contribution or defined benefit plans to their employees.

11.	RELATED PARTY TRANSACTION

The Company’s CEO and controlling shareholder of the Company is a guarantor of the Company’s line of credit. Prior to the merger, Premier Power California made distributions to its members to cover their estimated tax liabilities on their deemed portion of its income. These distributions are based on the Company's best estimates and available information, and may be revised at a later date. Such revisions may result in a portion of previously made distributions being refunded to the Company. The balance of $23,458 was recorded as due from shareholders at December 31, 2007 and represents payments made to a member of Premier Power California in excess of the member’s actual tax liability. Such amounts were repaid on June 30, 2008. Due to the nature of the receivable and its short duration, it was not interest bearing or collateralized.

F-13

12.	EARNINGS PER SHARE

The weighted average shares outstanding used in the calculation of earnings per share were as follows:

	Year Ended December 31				Nine Months Ended September 30,
	2007		2006		2008		2007

Basic		21,159,451		19,519,386		21,533,243		21,159,451
Conversion of convertible preferred stock		―		―		269,231		―
Diluted		21,159,451		19,519,386		21,802,474		21,159,451

For the nine month period ending September 30, 2008, the Company paid no dividends on its convertible preferred stock. Potentially diluted securities that were excluded from the calculation of earnings per share because they were anti-dilutive for each period consist of warrants to purchase 3,500,000 shares of common stock.

13.	SUBSEQUENT EVENTS

On December 19, 2008, the Company’s Board of Directors approved the Company’s 2008 Equity Incentive Plan (the “Plan”). Under the terms of the Plan, 2,951,875 shares of common stock are eligible for issuance by the Company under the Plan. On January 9, 2009, the Board approved the grant of up to 1,142,479 stock options.

On November 24, 2008, the Company filed an Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of its common stock. Pursuant to the Amendment, the total number of authorized shares of common stock, par value $0.0001 per share, that the Company is authorized to issue was increased from 100,000,000 shares to 500,000,000 shares. The total number of authorized shares of preferred stock, par value $0.0001 per share, that the Company is authorized to issue remains at 20,000,000 shares.

14.	RESTATEMENT

As a result of a change in its tax status during the quarter ended September 30, 2008, the Company determined that it had incorrectly calculated its deferred tax position as of September 30, 2008 and its provision for income taxes for the nine months ended September 30, 2008. The impact of this correction was to increase deferred tax assets by $588,790 and reduce income tax expense by an offsetting amount. Additionally, the Company has determined that distributions made to its members and shareholders totaling $436,766 and $126,397 for the years ended December 31, 2007 and 2006, respectively, and $452,000 and $553,116 for the nine months ended September 30, 2008 and 2007, respectively, were incorrectly classified as investing activities rather than financing activities. The Company also revised its calculation of shares outstanding at December 31, 2007 and 2006 from 19,578,853 to 21,159,451 as a result of its determination that only 1,800,000 shares of common stock should be treated as being issued in conjunction with the reverse merger as opposed to the 3,380,598 shares previously disclosed. As a result of this change, and the correction of a clerical error in the determination of diluted shares, weighted average shares outstanding for the nine month periods ending September 30, 2008 and 2007 were also changed. Earnings per share for certain periods were also revised as a result of the change. Further, the Company revised the Statement of Shareholders' Equity to present the undistributed retained earnings of Premier Power California, an S-corporation, at the time of the reverse merger, as a constructive dividend from the former S-corporation shareholders. This change resulted in a reduction of retained earnings of $448,685 and a corresponding increase to additional paid in capital.

The impact of these corrections is summarized below:

Shareholder and member distributions:

	Year Ended December 31, 2007						Year Ended December 31, 2006
	As Reported			As Restated			As Reported			As Restated
Net cash provided by (used in) investing activities	$	(433,026	)	$	3,740		$	(142,285	)	$	(15,888	)
Net cash provided by (used in) financing activities	$	(71,509	)	$	(508,275	)	$	(46,343	)	$	(172,740	)

Weighted average shares outstanding and earnings per share:

	Nine Months Ended September 30, 2008				Nine Months Ended September 30, 2007
	As Reported		As Restated		As Reported		As Restated
Weighted average shares outstanding:
Basic		20,343,460		21,353,243		19,578,853		21,159,451
Diluted		20,343,460		21,802,474		19,573,853		21,159,451

Earnings per share:
Basic					$	0.06	$	0.05
Diluted					$	0.06	$	0.05

Income taxes:

	As of and for the Nine Months Ended September 30, 2008
	As Reported			As Restated
Deferred tax assets (liabilities), net	$	(749,402	)	$	(160,611	)

Income tax expense (benefit)	$	440,362		$	(148,428	)

Net income (loss)	$	23,755		$	612,545

Earnings per share:
Basic	$	0.00		$	0.03
Diluted	$	0.00		$	0.03

F-14

Prospectus dated _______, 2009

PREMIER POWER RENEWABLE ENERGY, INC.

14,136,718 shares of Common Stock

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, payable by the registrant in connection with the sale of common stock being registered. All amounts are estimates except the SEC registration fee.

Securities and Exchange Commission registration fee	$	1,798.74
Printing and engraving expenses	$	―
Blue Sky fees and expenses	$	1,385
Legal fees and expenses	$	25,000
Accounting fees and expenses	$	15,000
Miscellaneous	$	―

Total	$	43,183.74

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware Law

II-1

Charter Provisions and Other Arrangements of the Registrant

We have adopted the following indemnification provisions in our certificate of incorporation for our officers and directors:

We also have a $2,000,000 director’s and officer’s liability insurance policy.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

II-2

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following is a summary of our transactions during the last three years involving sales of our securities that were not registered under the Securities Act:

On December 31, 2008, the Company issued two options to purchase up to an aggregate 250,000 shares of common stock to Capital Group Communications, Inc. (“CGC”) in conjunction with an agreement to provide compensation for investor communications and public relations services. This issuance was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. We made this determination based on the representations of CGC, which included, in pertinent part, that such stockholder was an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such stockholder was acquiring our securities for investment purposes for its own respective accounts and not as nominees or agents and not with a view to the resale or distribution thereof, and that the stockholder understood that our securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

On December 4, 2008, the Company issued 30,000 restricted shares of common stock to Capital Group Communications, Inc. (“CGC”) in conjunction with an agreement to provide compensation for investor communications and public relations services. This issuance was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. We made this determination based on the representations of CGC, which included, in pertinent part, that such stockholder was an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such stockholder was acquiring our securities for investment purposes for its own respective accounts and not as nominees or agents and not with a view to the resale or distribution thereof, and that the stockholder understood that our securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

On September 9, 2008, in connection with a Share Exchange Agreement (“Exchange Agreement”) by and among the Company, the Company’s majority stockholder, Premier Power Renewable Energy, Inc., a California corporation (“Premier Power California”), and the stockholders of Premier Power California, consisting of four individuals and one entity, who, immediately prior to the closing of the transactions contemplated by the Exchange Agreement, collectively held 100% of Premier Power California’s issued and outstanding share capital (the “PPG Owners”), we issued 24,218,750 shares of our common stock to the PPG Owners in exchange for 100% of the capital stock of Premier Power California. The issuance of the common stock to the PPG Owners pursuant to the Exchange Agreement was exempt from registration under the Securities Act pursuant to Section 4(2) and Regulation D thereof. We made this determination based on the representations of the PPG Owners, which included, in pertinent part, that such stockholders were "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such stockholders were acquiring our common stock for investment purposes for their own respective accounts and not as nominees or agents and not with a view to the resale or distribution thereof, and that each owner understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

On September 9, 2008, in connection with a financing (“Financing”) pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), we issued a total of 3,500,000 Units, each Unit consisting of one share of our Series A Preferred Stock, one-half of one Series A Warrant, and one-half of one Series B Warrant, to one investor (the “Investor”) in connection with the closing of the Financing. The issuance of the Units to the Investor pursuant to the Purchase Agreement was exempt from registration under the Securities Act pursuant to Section 4(2) and Regulation D thereof. We made this determination based on the representations of the Investor, which included, in pertinent part, that such person was an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such person was acquiring our common stock for investment purposes for its own respective account and not as a nominee or agent and not with a view to the resale or distribution thereof, and that the Investor understood that the shares of our Series A Preferred Stock and our Series A Warrants and Series B Warrants may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

On September 6, 2006, we issued 900,000 shares of our common stock to Haris Tajyar in exchange for his 90% interest in Harry’s Trucking, LLC, a California limited liability company (“Harry’s Trucking, LLC”). On September 6, 2006, we issued 100,000 shares to Omar Tajyar in exchange for his 10% interest in Harry’s Trucking, LLC. On September 6, 2006, we issued 10,000 shares of our common stock to Frank J. Hariton, Esq. as a portion of his legal fee for the estimated fair value of $10,000. All of such transactions were exempt from registration by reason of Section 4(2) of the Securities Act.

During September and October 2006, an aggregate 38,000 shares of our common stock were issued to 38 investors for an aggregate purchase price of $38,000. These shares were issued in a private offering pursuant to Regulation D under the Securities Act, and each of the investors represented that such investor was an accredited investor as that term is defined in Regulation D and that he was acquiring the shares for his own account and for investment. No underwriter or placement agent participated in the foregoing transactions, no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. The offering was exempt from registration by reason of Section 4(6) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

See “Exhibit Index” below, which follows the signature page to this registration statement.

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ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act");

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus file with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

For purposes of determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use

(5)

For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of El Dorado Hills, State of California, on February 5 , 2009.

PREMIER POWER RENEWABLE ENERGY, INC.

By:	/s/ Dean R. Marks
	Dean R. Marks Chief Executive Officer (Principal Executive Officer)

By:	/s/ Teresa Kelley
	Teresa Kelley Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Dean R. Marks	Chairman of the Board, President, and Chief Executive	February 5 , 2009
Dean R. Marks	Officer

/s/ Miguel de Anquin	Chief Operating Officer, Corporate Secretary, and Director	February 5 , 2009
Miguel de Anquin

/s/ Teresa Kelley	Chief Financial Officer	February 5 , 2009
Teresa Kelley

/s/ Kevin Murray	Director	February 5 , 2009
Kevin Murray

/s/ Robert Medearis	Director	February 5 , 2009
Robert Medearis

II-5

EXHIBIT INDEX

Exhibit Number		Description

2.1		Share Exchange Agreement by and among the Company, its majority stockholder, Premier Power Renewable Energy, Inc., and its stockholders, dated September 9, 2008 (3)

3.1		Certificate of Incorporation (1)

3.2		Bylaws (1)

3.3		Certificate of Amendment of the Certificate of Incorporation, filed August 19, 2008 with the Secretary of State of the State of Delaware (2)

3.4		Certificate of Amendment of the Certificate of Incorporation, filed August 29, 2008 and effective September 5, 2008 with the Secretary of State of the State of Delaware (3)

3.5		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, filed September 10, 2008 with the Secretary of State of the State of Delaware (3)

3.6		Amendment to Certificate of Incorporation, filed November 24, 2008 with the Secretary of State of Delaware (6)

3.7		Amendment to Bylaws (7)

5.1		Opinion of Richardson & Patel LLP *

10.1		Business Loan Agreement (Asset Based) between Premier Power Renewable Energy, Inc. and Guaranty Bank, dated February 28, 2007 (3)

10.2		Promissory Note issued to Guaranty Bank by Premier Power Renewable Energy, Inc., dated February 28, 2007 (3)

10.3		Commercial Security Agreement between Premier Power Renewable Energy, Inc. and Guaranty Bank, dated February 28, 2007 (3)

10.4		Commercial Guaranty between Premier Power Renewable Energy, Inc., Dean Marks, and Guaranty Bank, dated February 28, 2007 (3)

10.5		Commercial Guaranty between Premier Power Renewable Energy, Inc., Sarilee Marks, and Guaranty Bank, dated February 28, 2007 (3)

10.6		Commercial Guaranty between Premier Power Renewable Energy, Inc., Simply Solar Inc., and Guaranty Bank, dated February 28, 2007 (3)

10.7		Commercial Guaranty between Premier Power Renewable Energy, Inc., Bright Future Technologies, LLC, and Guaranty Bank, dated February 28, 2007 (3)

10.8		Business Loan Agreement (Asset Based) between Premier Power Renewable Energy, Inc. and Guaranty Bank, dated February 27, 2008 (3)

10.9		Promissory Note issued to Guaranty Bank by Premier Power Renewable Energy, Inc., dated February 27, 2008 (3)

10.10		Commercial Guaranty between Premier Power Renewable Energy, Inc., Dean Marks, and Guaranty Bank, dated February 27, 2008 (3)

10.11		Commercial Guaranty between Premier Power Renewable Energy, Inc., Sarilee Marks, and Guaranty Bank, dated February 27, 2008 (3)

10.12		Commercial Guaranty between Premier Power Renewable Energy, Inc., Simply Solar Inc., and Guaranty Bank, dated February 27, 2008 (3)

10.13		Commercial Guaranty between Premier Power Renewable Energy, Inc., Bright Future Technologies, LLC, and Guaranty Bank, dated February 27, 2008 (3)

10.14		Master Commercial Solar Terms and Conditions of Schüco USA, L.P. (3)

II-6

10.15		Authorized Dealer Agreement between Premier Power Renewable Energy, Inc. and SunPower Corporation, dated June 20, 2008 (3)

10.16		401(k) Plan of Premier Power Renewable Energy, Inc. (3)

10.17		Employment Agreement between Premier Power Renewable Energy, Inc. and Dean R. Marks, dated August 22, 2008 (3)

10.18		Employment Agreement between Premier Power Renewable Energy, Inc. and Miguel de Anquin, dated August 22, 2008 (3)

10.19		Premier Management Consulting Agreement between Genesis Capital Advisors, LLC and Premier Power Renewable Energy, Inc., dated November 13, 2007 (3)

10.20		Engagement Agreement between GT Securities and Genesis Capital Advisors, LLC with and on behalf of Premier Power Renewable Energy, Inc., dated November 13, 2007 (3)

10.21		Form of Securities Purchase Agreement (3)

10.22		Form of Registration Rights Agreement (3)

10.23		Form of Series A Common Stock Purchase Warrant (3)

10.24		Form of Series B Common Stock Purchase Warrant (3)

10.25		Form of Lock-up Agreement (3)

10.26		Purchase and Sale Agreement between Harry’s Trucking, Inc. and Haris Tajyar and Omar Tajyar, dated September 9, 2008 (3)

10.27		Guaranty of Payment by the Company in favor of Guaranty Bank, dated September 9, 2008 (3)

10.28		Employment Agreement between the Company and Teresa Kelley, date October 24, 2008 (4)

10.29		First Amendment to Registration Rights Agreement between Premier Power Renewable Energy, Inc., Genesis Capital Advisors, LLC, and Vision Opportunity Master Fund, Ltd., dated October 31, 2008 (5)

10.30		Amended and Restated Agreement to Serve as Member of the Board of Directors between the Registrant and Kevin Murray, dated December 19, 2008 (8)

10.31		Amended and Restated Agreement to Serve as Member of the Board of Directors between the Registrant and Robert Medearis, dated December 19, 2008 (8)

10.32		Voting Agreement between Dean Marks and Miguel de Anquin, signed June 16, 2008 (and addendum)*

10.33		Voting Agreement between Dean Marks and Miguel de Anquin, dated January 21, 2009 *

10.34		Voting Agreement between Dean Marks, Sarilee Marks, and Miguel de Anquin, dated January 21, 2009 *

14.1		Code of Business Conduct and Ethics (9)

16.1		Letter from Li & Company, PC, dated September 11, 2008 (3)

21.1		List of Subsidiaries (3)

23.1		Consent of Macias Gini & O’Connell LLP *

23.2		Consent of Richardson & Patel LLP (included in Exhibit 5.1) *

*	Filed herewith.

(1)	Filed on February 13, 2007 as an exhibit to our Registration Statement on Form SB-2/A, and incorporated herein by reference.

(2)	Filed on August 29, 2008 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(3)	Filed on September 11, 2008 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(4)	Filed on October 30, 2008 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(5)	Filed on November 6, 2008 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(6)	Filed on November 26, 2008 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(7)	Filed on January 16, 2009 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(8)	Filed on December 29, 2008 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(9)	Filed on November 7, 2008 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.

II-7

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