Item 1.

           Item 1A.

           Item 2.

           Item 3.

           Item 4.

PART II

           Item 5.

           Item 7.

           Item 8.

           Item 9.

           Item 9A(T)

           Item 9B.

PART III

           Item 10.

           Item 11.

           Item 12.

           Item 13.

           Item 14.

           Item 15.

Director and CEO

Space Globe Technologies Ltd. is a Canadian corporation wholly owned by Mr. John Salamon.

Sunlogics Inc. shares are held in trust by Michael Matvieshen

Incorporated by reference to the exhibits of the Registration Statement on Form 10-KSB filed with the Securities and Exchange Commission on August 6, 2004.

Filed herewith.

ASSETS

Current assets:

   Cash

   Loans receivable (Note 3)

Total Current Assets

Property and Equipment (Note 4)

Total Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:

   Bank overdraft

   Accounts payable and accrued liabilities

   Convertible debt, net of unamortized discount of $58,292 (Notes 5 and 6)

   Loans payable (Note 7)

   Advances from directors (Note 5)

   Current portion of deferred revenues (Note 2(j))

Total Current Liabilities

Deferred revenues, long-term portion (Note 2(i))

Total Liabilities

Contingencies and Commitments (Notes 1 and 10)

Subsequent Events (Note 13)

Stockholders’ Deficit:

    Preferred stock, no par value; 10,000,000 shares authorized,
no shares issued and outstanding

    Common stock, $0.001 par value; 40,000,000 shares authorized,
40,000,000 (December 31, 2010 – 25,460,728) shares issued and
outstanding

 Common stock to be issued

   Additional paid-in capital

   Donated capital (Note 5)

   Accumulated deficit

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

Revenues

Expenses

   Depreciation

   Donated rent (Note 5)

   General and administrative (Note 5)

   Interest expense

   Research and development

Total Expenses

Loss Before Other Expenses

Other Expenses

     Impairment of intangible asset (Note 11)

     Impairment of property and equipment (Note 4)

     Interest income (Note 3)

Loss before Income Taxes

Deferred income tax recovery (Note 12)

Net Loss

Loss Per Share – Basic and Diluted

Weighted Average Shares Outstanding

Cash flow from operating activities:

   Net loss

   Adjustments to reconcile net loss to net cash used in operating activities:

         Amortization of intangible asset

         Estimated fair value of common stock issued for patents

         Accretion on convertible debt

         Beneficial conversion of amounts due to related party

         Depreciation of property and equipment

         Estimated fair value of common stock issued for services

         Donated rent

         Deferred income tax recovery

         Impairment of write-down of intangible asset

         Impairment of write-down of property and equipment

   Changes in operating assets and liabilities:

         Accounts payable

         Deferred revenues

         Due to related party

 Net cash provided by (used in) operating activities

Cash flows from investing activities:

 Cash received on acquisition of Sunlogics Power

 Purchase of property and equipment

 Purchase of license

 Net cash used in investing activities

Cash flows from financing activities:

 Bank overdraft

 Advances from directors

 Proceeds from issuance of convertible debt

 Loans receivable

 Proceeds from related party note payable

 Issuance of common stock for cash

 Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Non-cash Financing Activities:

   Common stock issued upon conversion of amounts due to related parties

   Common stock to be issued or to be issued to settle accounts payable

   Common stock issued upon conversion of related party note payable

   Common stock issued for license

   Common stock issued in conversion of accounts payable

   Common stock and warrants issued for acquisition of

   Sunlogics Power

Balance at April 27, 2001 (inception)

   Shares issued for cash

   Estimated fair value of shares issued for purchase of license

   Estimated fair value of shares issued for services

   Net loss

Balance at December 31, 2001

   Shares issued for cash

   Estimated fair value of shares issued for services

   Net loss

Balance at December 31, 2002

   Shares issued for cash

   Estimated fair value of shares issued for services

   Estimated fair value of shares issued for expenses

   Net loss

Balance at December 31, 2003

   Net loss

Balance at December 31, 2004

   Net loss

Balance at December 31, 2005

   Net loss

Balance at December 31, 2006

   Estimated fair value of common stock issued upon conversion of amounts due to related party

   Estimated fair value of common stock issued for patents

   Estimated fair value of common stock issued for consulting services

   Net loss

Balance at December 31, 2007

   Estimated fair value of common stock issued upon conversion of amounts due to related parties

   Estimated fair value of common stock issued for services rendered

   Estimated fair value of common stock issued for accrued services

   Shares surrendered by former director

   Net loss

Balance at December 31, 2008

Balance at December 31, 2008

   Estimated fair value of common stock issued upon conversion of amounts due to related parties

   Estimated fair value of common stock issued for services

   Net loss

Balance at December 31, 2009

   Estimated fair value of common stock issued upon conversion of amounts due to related parties

   Estimated fair value of common stock issued to settle accounts payable

   Estimated fair value of common stock to be issued to settle accounts payable

   Net loss

Balance at December 31, 2010

   Estimated fair value of common stock issued upon conversion of amounts due to related parties

   Estimated fair value of common stock issued to settle accounts payable

   Estimated fair value of common stock to acquire Sunlogics Power Fund

   Beneficial conversion feature on convertible debentures

   Shares cancelled

   Donated rent

   Net loss

Balance at December 31, 2011

Nature of Operations and Going Concern

Salamon Group, Inc. (the "Company") was incorporated in the state of Nevada on April 27, 2001 (“Inception”). The Company is a development stage company whose principal business plan is to acquire revenue producing assets in the industry of solar energy. The Company is a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to a going concern. At December 31, 2011, the Company has accumulated losses of $2,665,806 since inception and a working capital deficit of $620,849 and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern.

Management plans to continue to provide for the Company’s capital needs by issuing debt and equity securities and by the continued support of its related parties (see Note 5). The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. There is no assurance that funding will be available to continue the Company’s business operations.

Summary of Significant Accounting Policies

Basis of presentation and consolidation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. The Company’s fiscal year end is December 31. These consolidated financial statements include the accounts of its wholly-owned subsidiary Sunlogics Power Fund Management Inc. (“Sunlogics Power”) from the date control was acquired on May 12, 2011. All inter-company transactions and balances have been eliminated.

Use of estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, stock-based payments, useful life and valuation of property and equipment, valuation of intangible assets and financial instrument valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses. The actual results experience by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Summary of Significant Accounting Policies (continued)

Foreign currency translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Basic and diluted net loss per share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive. At December 31, 2011 there were 35,666,667 potentially dilutive instruments outstanding.

Property and Equipment

The Company’s solar powered charging station is recorded at cost and is depreciated on a straight-line basis over its estimated useful life of 20 years.

Income taxes

The Company accounts for income tax using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Financial instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence when measuring fair value using a hierarch based on the level of independent, objective evidence surrounding the inputs used to measure fair value. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Summary of Significant Accounting Policies (continued)

Financial instruments (continued)

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, loans receivable, accounts payable, loans payable, convertible debt, and advances from directors. The fair value of the Company’s cash, when applicable, is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. At December 31, 2011, the Company estimates that the carrying values of all of its financial instruments approximate their fair values due to the nature or duration of these instruments.

As of December 31, 2011, there were no assets or liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet other than cash with a fair value measurement of $783 using Level 1.

Stock-based compensation

In accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50, Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Comprehensive loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2011, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of other comprehensive loss in the financial statements.

Revenue and Deferred Revenue Recognition

The Company recognizes revenues from sales of goods and services only when a firm sales agreement is in place, delivery has occurred or services have been rendered and collectability of the fixed or determinable sales price is reasonably assured. The fees from the usage of its solar powered charging station are deferred and recognized as revenues over the term of the service agreement.

Summary of Significant Accounting Policies (continued)

Recent accounting pronouncements

Comprehensive income

In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update requires certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have an impact on the consolidated balance sheets, results of operations or cash flows.

Fair Value Accounting

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in Level 3 of the fair value hierarchy. The update is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the updated guidance to have a significant impact on the consolidated balance sheets, results of operations or cash flows.

Loans Receivable

On October 28, 2011, the Company entered into agreement with Radiant Offshore Fund Ltd. (“Radiant Offshore”) whereby Radiant Offshore assigned secured obligations of $344,155 (CAN$350,000), a loan agreement (the “Original Loan Agreement”) and debentures due from ARISE Technologies Corporation (“ARISE”) and the security instruments and guarantees for the secured obligations for consideration of $344,155 (CAN$350,000). Under the terms of the Original Loan Agreement assigned from Radiant Offshore, the Company will advance a maximum amount of $1,474,950 (CAN$1,500,000) to ARISE, and any loans advanced have a maturity date of April 14, 2012 and bear interest at 12% per annum. During the year ended December 31, 2011, the Company advanced $782,706 (CAN$785,000) to ARISE.

Subsequent to year end, the Company entered into an agreement to purchase certain assets of ARISE (See Note 13(n)). The loans receivable were applied against the purchase price of the assets.

Property and Equipment

During the year ended December 31, 2011, the Company acquired a solar powered charging station (see also Note 5(e)). Depreciation for the year ended December 31, 2011 was $5,821 (2010 - $nil). An impairment loss of $74,305 (2010 - $nil) was recorded for the year ended December 31, 2011 to write down the solar powered charging station to its expected recoverable amount.

Related Party Transactions and Balances

At December 31, 2011, a total of $8,592 (2010 - $2,233) was due to directors of the Company. The amount is unsecured, non-interest bearing and due on demand.

During the year ended December 31, 2011, the Company recognized $5,332 (2010 - $Nil) for donated rent at $444 per month provided by the President of the Company.

During the year ended December 31, 2011, the Company recognized $224,675 (2010 - $Nil) for management services provided by the President of the Company. As at December 31, 2011, $385,000 is owed to the President of the Company. Included in the $385,000 is accounts payable of $140,325 assumed on the acquisition of Sunlogics Power (See Note 11).The amount is unsecured, non-interest bearing and due on demand.

On May 2, 2011, the Company’s subsidiary entered in a right of first offer agreement with Sunlogics Inc., a related company, whereby the Company’s subsidiary was granted the right of first offer to purchase any solar assets developed by Sunlogics Inc. at fair market value for a 3 year period. The Company’s subsidiary has the discretion to renew the term for an additional 3 year period.

In January 2011, the Company entered into a purchase agreement with Rooftop Energy LLC, a company formerly with common directors and officer, to acquire a solar powered charging station for $175,000 less a state renewal energy credit of $48,000. As at December 31, 2011, $120,226 was included in accounts payable and is owed to Rooftop Energy LLC. The amount is secured against the solar power charging station, non-interest bearing and due on demand.

On August 31, 2011, the Company settled amounts owing to a former director and officer for cash advances and expenses paid on behalf of the Company for 2,084,153 shares (See Note 8).

On May 12, 2011, the Company purchased 100% of the outstanding shares of Sunlogics Power Fund Management Inc. from the President of the Company (See Note 11).

On October 31, 2011, the Company issued a $200,000 convertible note to a company that is significantly influenced by the President of the Company through an equity interest (See Note 6(a)).

Related Party Transactions and Balances (continued)

On December 15, 2011, the Company issued a $75,000 convertible note to a shareholder of the Company (See Note 6(c)).

Convertible Debt

On October 31, 2011, the Company issued a convertible note in the sum of $200,000 with a maturity date of April 30, 2012 to a company that is significantly influenced by the President of the Company through an equity interest. The note bears interest at 16% per annum and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right from November 10, 2011 to convert any unpaid principal portion, into common shares of the Company at a conversion price of $0.03 per share.

Pursuant to ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $32,667 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $167,333. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

During the year ended December 31, 2011, the Company recorded accretion of discount of $15,198 increasing the carrying value of the loan to $182,532.

On November 10, 2011, the Company issued a convertible note in the sum of $150,000 with a maturity date of April 30, 2012. The note bears interest at 6% per annum and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The note holder has the right from November 20, 2011 to convert any unpaid principal portion, into common shares of the Company at a conversion price of $0.025 per share.

Pursuant to ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $24,000 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $126,000. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

During the year ended December 31, 2011, the Company recorded accretion of discount of $8,979 increasing the carrying value of the loan to $134,979.

On December 15, 2011, the Company issued a convertible note in the sum of $75,000 with a maturity date of April 30, 2012 to a shareholder of the Company. The note bears interest at 6% per annum and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The note holder has the right from December 25, 2011 to convert any unpaid principal portion, into common shares of the Company at a conversion price of $0.025 per share.

Pursuant to ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $36,000 as additional paid-in capital and an equivalent discount that reduced the carrying value of the convertible debenture to $39,000. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan.

During the year ended December 31, 2011, the Company recorded accretion of discount of $10,197 increasing the carrying value of the loan to $49,197.

Loans Payable

During the year ended December 31, 2011, Radiant Offshore Fund Ltd. (“Radiant Offshore”) and Radiant Performance Fund LP. (“Radiant Performance”) funded $353,988 (CAN$360,000) (2010 - $nil) of the loans advanced to ARISE (See Note 3). The portion funded by Radiant Offshore and Radiant Performance have been recorded as loans payable. The loans payable to Radiant Offshore and Radiant Performance are non-interest bearing and due on demand. Any funds received by the Company from ARISE must first be used to repay Radiant Offshore and Radiant Performance. No repayments were received from ARISE and made to Radiant Offshore or Radiant Performance for the year ended December 31, 2011.

Subsequent to year end, the loans were settled by the Company with a convertible redeemable note (See Note 13(i)).

Common Stock

On January 24, 2011, the Company, pursuant to an agreement dated November 15, 2010, issued 1,500,000 shares of its common stock to a third party to settle accounts payable related to services provided. The shares were recorded in common stock to be issued as at December 31, 2010.

On May 12, 2011, the Company issued 20,000,000 shares of its common stock to an officer and director of the Company in a share exchange for 100% of the issued and outstanding shares of Sunlogics Power (See Note 11).

On August 31, 2011 the Company issued 1,250,000 shares of its common stock with an estimated fair value of $22,425 in exchange for consulting services rendered.

On August 31, 2011, the Company issued 2,084,153 shares of its common stock with an estimated fair value of $104,208 to an officer and director of the Company in exchange for settlement of debt with a carrying value of $82,200. The difference of $22,008 was recognized in APIC as it was considered a capital transaction.

On December 27, 2011, 10,294,881 common shares issued to the President of the Company were cancelled.

On March 15, 2010, the Company issued 1,200,000 shares of common stock to Space Globe at a price of $0.02 per share (the estimated fair value) for the conversion of $18,811 of advances.

In June 2010, the Company, pursuant to an agreement, agreed to issue shares to a third party to settle accounts payable related to services provided. The Company issued 300,000 shares of its common stock, which were valued at their estimated fair value of $0.01 per share.

On August 20, 2010, the Company issued 1,434,733 shares of common stock to Space Globe at a price of $0.015 per share (the estimated fair value) for the conversion of $21,521 of advances.

On September 29, 2010, the Company issued 708,868 shares of common stock to Space Globe at a price of $0.017 per share (the estimated fair value) for the conversion of $12,051 of advances.

Common Stock (continued)

On November 30, 2010, the Company, pursuant to an agreement, agreed to issue shares to a third party to settle accounts payable related to services provided. According to the terms of the agreement, the Company will issue 1,500,000 shares of its common stock. The shares issuable were valued at $15,000 based their market price on the date of the agreement. These shares were issued on January 24, 2011.

Share Purchase Warrants

On May 12, 2011, the Company issued 20,000,000 share purchase warrants upon the purchase of Sunlogics Power (Note 11). The share purchase warrants are exercisable at a price of $0.001 per share and expire on May 12, 2016.

Commitments and Contingencies

Indemnities

During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada. These indemnities include certain agreements with the Company’s officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make.

Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets.

Purchase commitments

On December 30, 2011 the Company entered into an agreement to purchase solar modules in the amount of $20,291,000.

Acquisition of Sunlogics Power

On May 12, 2011, the Company entered into a stock purchase agreement with a director and officer of the Company to acquire all of the issued and outstanding shares of Sunlogics Power in exchange for 20,000,000 shares of the Company’s common stock and 20,000,000 stock purchase warrants. The warrants are exercisable at a price of $0.001 per share and expire on May 12, 2016. The acquisition of Sunlogics Power has been accounted for as an asset acquisition. The operations of Sunlogics Power have been included in these consolidated financial statements from the date of acquisition.

The following is a summary of the purchase price allocation at the date of acquisition based upon the estimated fair value of the assets acquired and liabilities assumed:

Acquisition of Sunlogic Power (continued)

Consideration Given:

Subsequent to recording the asset acquisition, the intangible asset pertaining to the first right of refusal to acquire solar assets from Sunlogics Inc. was written down to its estimated fair value of $0 by an impairment charge of $1,299,595. As a result, a deferred income tax recovery of $324,899 was recorded.

Income Taxes

The Company is subject to United States federal income taxes at an approximate rate of 35% (2010 – 35%). The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax recovery as reported is as follows:

Income tax recovery computed at the statutory rate

Difference in foreign tax rates

Change in estimates

Permanent difference

Change in valuation allowance

Income tax recovery

Subsequent Events

On January 6, 2012, the Company entered into an agreement with ARISE to provide CAN$520,000 in loans (“Fifth Bridge Loan”), under the Third Tranche, as defined in the Original Loan Agreement. CAN$470,000 of the Fifth Bridge Loan was funded by Radiant Offshore and CAN$50,000 was funded by Radiant Performance on the Company’s behalf.

On January 9, 2012, the Company entered into a share purchase agreement the CEO of the Company to purchase 13,248,342 common shares of Sunlogics PLC for a purchase price of $22,522,181. The purchase price is payable in the form of a convertible debenture.

On January 9, 2012, the Company issued a convertible note in the sum of $22,522,181 with a maturity date of January 9, 2013 to the president of the Company in regards to the purchase of the shares of Sunlogics PLC (See Note 13(b)). The note bears no interest and is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right from the issue date to convert any unpaid principal portion, at a conversion price per share equal to 100% of the average of the five lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The maximum conversion price is set at $0.20 per share.

On January 13, 2012, the Company provided a debtor-in-possession term loan facility (“DIP Loan Facility”) to ARISE. Under the terms of the DIP Loan Facility, the Company will provide a maximum of CAN$1,500,000 to ARISE, of which CAN$195,000 will form part of the Original Loan Agreement (See Note 3); and up to a further CAN$1,305,000 (“Fourth Tranche”). The DIP loans are due earlier of i) three months from the date of the initial advance ii) effective date of Court- approved proposal under BIA iii) closing date of a sale of all or substantially all of the assets of the Borrower and bear and interest rate of 12% per annum. The DIP Loan Facility is secured by certain assets of ARISE.

On January 20, 2012, the Company entered into an agreement with ARISE to advance CAN$500,000 in loans (“First DIP Loan”) to ARISE, under the Fourth Tranche, as defined in the DIP Loan Facility. CAN$485,000 of the First DIP Loan was funded by Radiant Offshore and CAN$15,000 was funded by Radiant Performance on the Company’s behalf. See Maturity date on DIP Loan Facility (Note 13(d)).

On February 6, 2012, the Company entered into an assignment of indebtedness agreement with Haverstock Masterfund Ltd. (“Haverstock”). Pursuant to the terms of the agreement, Haverstock assigned its secured obligations of CAN$444,747, a promissory note of CAN$750,000 (includes the secured obligations) and security in ARISE to the Company for a purchase price of CAN$444,747 in the form of a convertible debenture.

Subsequent Events (continued)

On February 12, 2012, the Company issued a convertible redeemable note in the amount of CAN$444,747 with a maturity date of December 31, 2014 to Haverstock in consideration for the assignment of indebtedness agreement (See Note 13(f)). The Note bears interest at 5% per annum and shall increase to 10% upon default. So long as there is no event of default, the Company has sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion and the Company’s stock is trading at or below $0.50 per share, the Company has the option to redeem this Note and pay the holder 100% of the unpaid principal and accrued interest at any time. In the event that the trading price of the Company’s common stock is below the $0.50 post reverse stock split, the Company has the option to prepay a portion of the outstanding principal equal to 100% of the unpaid principal divided by thirty-six plus one month’s interest. The Note is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal and accrued interest, at a conversion price per share equal to 70% of the average of the five lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Note is secured by assets purchased from ARISE in the form of a convertible debenture.

On February 14, 2012, the Company entered into an assignment of indebtedness agreement with Radiant Offshore and Radiant Performance. Pursuant to the terms of the agreement, Radiant Offshore and Radiant Performance assigned its secured obligations of CAN$5,066,746, credit agreements and security in ARISE to the Company for a purchase price of CAN$5,066,746.

On February 13, 2012, the Company issued a convertible redeemable note in the amount of $5,066,746 with a maturity date of February 13, 2015 to Radiant Offshore in consideration for the assignment of indebtedness agreement (See Note 13(h)). The Note bears interest at 5% per annum and shall increase to 10% upon default. So long as there is no event of default, the Company has sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion and the Company’s stock is trading at or below $0.50 per share, the Company has the option to redeem this Note and pay the holder 100% of the unpaid principal and accrued interest at any time. In the event that the trading price of the Company’s common stock is below the $0.50 post reverse stock split, the Company has the option to prepay a portion of the outstanding principal equal to 100% of the unpaid principal divided by thirty-six plus one month’s interest. The Note is to be paid in full on the maturity date, unless previously paid or converted into the Company’s common stock. The Note holder has the right to convert any unpaid principal and accrued interest, at a conversion price per share equal to 70% of the average of the five lowest closing bid prices of the Company’s common stock for the 20 trading days preceding a conversion date. The Note is secured by assets purchased from ARISE.

On February 24, 2012, the Company entered into an agreement with ARISE to advance CAN$250,000 in loans (“Second DIP Loan”) to ARISE, under the Fourth Tranche, as defined in the DIP Loan Facility. CAN$242,500 of the Second DIP Loan was funded by Radiant Offshore and CAN$7,500 was funded by Radiant Performance on the Company’s behalf. See Maturity date on DIP Loan Facility (Note 13(d)).

Subsequent Events (continued)

On March 16, 2012, subsequently amended on March 19, 2012, the Company entered into an agreement to purchase 100% of the outstanding shares of Eco Energy Solutions (Australia) PTY Ltd., a private company located in Australia involved in the design, supply and installation of renewable energy projects, for a purchase price consisting of 8,000,000 warrants exercisable for $0.001 per share until March 14, 2013.

On February 29, 2012, the Company entered into an agreement with ARISE to advance CAN$75,000 in loans (“Third DIP Loan”) to ARISE, under the Fourth Tranche, as defined in the DIP Loan Facility. CAN$72,750 of the Third DIP Loan was funded by Radiant Offshore and CAN$2,250 was funded by Radiant Performance on the Company’s behalf. See Maturity date on DIP Loan Facility (Note 13(d)).

On March 2, 2012, the Company entered into a agreement (the “Purchase Agreement”) to purchase certain assets of the PV Silicon Business, the PV Cell Business, and PV Systems Business assets (the “Assets”) from ARISE for a purchase price of CAN$5,839,512 which is equal to the assumed indebtedness due to the Company under the Original Loan Agreement and DIP Loan Facility at the purchase date. The Purchase Agreement is subject to approval by the Courts.

On March 2, 2012, the Company entered in an agreement with Daystar Technologies, Inc. (“Daystar) whereby the President of the Company advanced $500,000 to DayStar on behalf of the Company in exchange for a convertible promissory note due to the Company bearing interest at 6% per annum and a maturity date of 12 months from the closing date. The first tranche of $400,000 closed on March 14, 2012, and the Company has the right from the issuance date to convert all or any part of the outstanding principal plus any amount of accrued but unpaid interest into common stock of DayStar at $0.24 per share. The second tranche of $100,000 closed on March 16, 2012, and the Company has the right from the issuance date to convert all or any part of the outstanding principal plus any amount of accrued but unpaid interest into common stock of DayStar at $0.23 per share. The $500,000 amount was advanced by the President on behalf of the Company, and the advance is non-interest bearing, secured by the convertible promissory note with Daystar, and due on demand.