UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1 /A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

J. Phillips L. Johnston, J.D.

1912 Eastchester Drive

Suite 106-G

High Point, NC 27265

336-887-4640 (o)

(Agent for Service of Process)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. 

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. 

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. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

CALCULATION OF REGISTRATION FEE

_______________________

(1) Estimated in accordance with Rule 457(a) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.

(2) Calculated under Section 6(b) of the Securities Act of 1933 as .0001007 of the aggregate offering price.

(3) Represents shares of the registrant's common stock being registered for resale that have been issued to the selling shareholders named in this registration statement.

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until we will 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 this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

Koolbridge Solar, Inc. 

2,535,000 Shares of Common Stock

Selling shareholders are offering up to 2,535,000 shares of common stock. The selling shareholders will offer their shares at $1.00 per share until our shares are quoted on the OTCQB and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. The net proceeds that will be received by the selling shareholders on an aggregate basis are $2,535,000, assuming all shares are sold at $1.00 per share. We will not receive any proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTCQB. There is no guarantee that our securities will ever trade on the OTCQB or on any listed exchange.

We are an "emerging growth company" as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. We may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is _________________ , 2016.

TABLE OF CONTENTS

SUMMARY INFORMATION

You should carefully read all information in this prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

Organization

Koolbridge Solar, Inc., or the "Company," is a North Carolina corporation formed on July 26, 2013. Our principal executive office is located at 710-B Waynick Boulevard, Wrightsville Beach, NC 28480. Telephone: 910-274-4760.

Business

Koolbridge Solar, Inc. designs, develops and will sell electrical products that allow solar energy to be integrated into homes in a manner which we believe will be more efficient and economical, potentially reducing energy bills, providing greater energy supply reliability, and promoting clean energy.

Our first product will be the Smart Load Center which is designed to allow a customer with solar power to use both solar and utility based energy in a complimentary fashion. The Smart Load Center is designed to maximize the use of solar energy when the sun is shining and only pulls power from the electrical power grid when solar energy, either direct or from stored backup battery systems, is not available. Our patent and patent-pending technology includes a microcontroller inside the Smart Load Center that uses algorithms designed to keep the electricity flowing seamlessly, especially during grid outages, and is designed to maximize the cost savings for the consumer. It manages the homeowner's energy usage down to the individual circuit breaker level. It also provides data to the homeowner as to where and when energy is being utilized throughout the home.

In the future, we intend for the Smart Load Center to know where smart appliances are located and communicate with them. For example, when there is ample solar energy available, the Smart Load Center will begin the process of starting a dishwasher or clothes dryer. If solar energy is not available and the home is utilizing power from the grid, the Smart Load Center will not start any appliance until the grid power is at its absolute lowest cost of the day, or wait until solar power is available. This feature is designed not only to save money for the homeowner but also to help the utility by not turning on appliances with heavy electrical draw during high demand periods.

Our Smart Load Center is a solar and utility energy smart breaker box that can automatically select the use of utility power or solar-derived power independently for each of a number of circuit breakers in a panel box based on our proprietary algorithms. The automatic power source selection is made by a microcontroller that uses our proprietary algorithms to switch each electrical circuit based upon:

Our Smart Load Center is a solar and utility energy smart breaker box that can automatically select the use of utility power or solar-derived power independently for each of a number of circuit breakers in a panel box based on our proprietary algorithms. The automatic power source selection is made by a microcontroller that uses our proprietary algorithms to switch each electrical circuit based upon:

The Smart Load Center™ is currently under development and expected to be ready to sell in the third quarter of 2017. Although ultimately we believe that we can sell to U.S. and international residential and commercial customers, initially we will focus on the U.S. residential customers with solar power generating installations.

We currently have an agreement with Dr. Paul Dent, Consultant and Director, to use three US patents granted and nine other US patent applications and three international patents filed on the technology developed, some of which is used in the Smart Load Center. One international patent filed includes Smart Appliance Communication and Addressable Electrical Outlets. Under the Agreement, we have the right to acquire, and use while we are in the process of acquiring, these patents and patent applications and any future technology for "Solar Energy Systems and Devices" developed by Dr. Dent during the term of the Agreement. The Agreement, described in detail in "Business" below, contains other terms and conditions and circumstances under which we would lose the rights to use this technology. See also, "Risk Factors."

Product Status

In order to have a final, assembled and ready to sell initial Smart Load Center, we first need to complete our prototypes and product samples, software, user interface, and communications port. We then need to submit the prototype for testing for UL Listing. Once we receive UL Listing, we will secure agreements with third party assemblers and parts suppliers and start making our product. These steps are described in more detail in "Business." Assuming we do not encounter any currently unanticipated obstacles to completing these tasks, we estimate that we will be able to begin to sell our products the third quarter of 2017.

Intellectual Property

We have an Agreement dated May 15, 2014, amended June 1, 2015, for Sale of Intellectual Property and R&D Co-Operation in the Field of Solar Energy Systems and Devices with Paul W. Dent, our Founder and Director. We agreed to buy from Dent for the sum of $1,000,000 substantially all rights in all patents arising from certain US Patent Applications related to our products. The Agreement and the patents and other intellectual property covered by the Agreement are described in detail in "Business," below.

Financial Resources

As of June 30, 2016 , Koolbridge Solar has approximately $430,000 in cash in its bank account. Since our inception of July 26, 2013 to June 30, 2016, we have spent approximately   $1,265 , 900 on the organization of our business and the development of our initial product and planned future activities.

We anticipate our cash needs for the following 12 months to be as follows:

We estimate our total need for funds for operations as well as funds needed for going public, tooling and equipment needed to launch production of the Smart Load Center and payment on the obligation to Dr. Dent during the next 12 months is approximately $1,484,000. We anticipate an average monthly burn rate of $74,000 for daily operating costs and of $101,625 for prototype units, seed units, going public costs and our financial obligation to Dr. Dent during the next 12 months. In addition, $264,500, including $10,000 installation cost in relation to the Parks Livestock agreement, will be needed for tooling and equipment to launch production of the Smart Load Center. Accordingly, we will not have sufficient funds available to fund all of our operational and SEC related expenses as set forth above during the next 12 months unless we raise additional capital. We have no contract, agreement or commitment to raise additional funds. If we do not raise additional funds, implementation of our business plan will be delayed.

Our corporate website is www.koolbridgesolar.com. Nothing on our website is a part of this prospectus.

Emerging Growth Company

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

The Offering

As of the date of this prospectus, we had 31,040,408 shares of common stock outstanding. [1]

Selling shareholders are offering up to 2,535,000 shares of common stock. The selling shareholders will offer their shares at $1.00 per share until our shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices. We will pay all expenses of registering the securities, estimated at approximately $60,000. We will not receive any proceeds of the sale of these securities.

To be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. There is no guarantee that our stock will ever be quoted on the OTCQB. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

[1] Throughout this filing, our share issuance calculations do not include share issuances, grants and options, subsequent to June 30, 2016, some to our officers and directors, as follows: 30,000 shares as grants for services and options to acquire 2,000,000 shares of common stock, of which 163,333 shares underlying the options are deemed owned as of the date of this filing under Rule 13d-3, all as set forth in “Selling Shareholders,” below.

Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

RISK FACTORS

In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock. All material risks are discussed in this section.

Under certain circumstances, we may lose the right to use the technology which is essential for us to have made and to sell our existing product under development and future products we may want to develop using this technology. If we lose the right to use this essential technology, we could be required to write off approximately $592,000 in intangible assets and deferred charges related to the agreement with Dr. Paul Dent and further could be forced to cease operations, and investors will lose their entire investment.

We currently have an agreement with Dr. Paul Dent, Technology Consultant and Director, to use three US patents granted and nine other US patents filed with an additional three international patent applications filed on the technology developed by Dr. Dent that are used in our Smart Load Center product. Under the Agreement, we have the right to acquire, and use while we are in the process of acquiring, these patents and patent applications and any future technology for "Solar Energy Systems and Devices" developed by Dr. Dent during the term of the Agreement. If we do not make required payments under the Agreement, we could end up owning only a pro-rated percentage of this intellectual property based upon the percentage of required payments we had made to Mr. Dent under the Agreement. The Agreement, described in detail in "Business" below, contains other terms and conditions and circumstances under which we would lose the rights to use this technology. If we lose the right to use this technology, or if we only own a part and not all of this technology, our potential to generate revenues could be reduced or eliminated.

Further, our June 30, 2016 balance sheet reflects approximately $ 592 ,000 for 2Q2016 of unamortized  intangible assets and deferred charges associated our rights to the intellectual property and development of future patents , which may be subject to possible write down if we lose the rights to this technology.

If we do not secure UL Listing for our Smart Load Center, we will not be able to sell this product eliminating the primary source of revenues and causing the potential loss of your entire investment.

Before we can sell our Smart Load Center, we must submit a prototype for UL Listing, which we anticipate we will submit in 1Q17 after the prototype has been completed. We will need to secure UL Listing before we can sell our product which we currently anticipate will occur by mid 2017. If we do not secure UL Listing for our Smart Load Center, we will not be able to sell this product eliminating the primary source of revenues and causing the potential loss of your entire investment.

The loss of governmental solar energy incentives such as tax credits available to customers who might purchase our solar products could result in the decrease of sales and revenues.

There are many federal, state and local incentives such as tax credits that have been a boon to the renewable energy market and offer solar energy tax credits and rebates to encourage homeowners to switch to renewable energy to lower their energy usage and switch to solar power. The amount of the solar rebates varies by program, but some are generous enough to cover up to 35% of someone's solar power system cost. These incentives dramatically lower the cost of a solar panel system or energy efficiency project. These solar tax credits and rebates often make solar power less expensive than power from the utility company. The tax incentives currently available may expire. For example, before year end 2016, the Energy Policy Act of 2005 providing a 30% tax credit of the value of solar projects was extended through 2019 and then declines gradually to 10% in 2022. After 2022, the credit will be eliminated for residential solar installations and will continue at 10% for commercial installations. Other incentives are programs designed to reward early adopters of solar power and energy efficiency, so the energy rebate amount per home continues to drop as the allocated funds are consumed. At some point, there may not be any incentives available to the public which could significantly reduce our sales and revenues.

Although we have engaged in operational activities since inception, we have not yet generated operational revenues, meaning that we have an evolving and unpredictable business model and the management of growth and we may never generate operating revenues.

Although we have engaged in operational activities since inception, our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth due to future advances in technology and methods or processes by our competitors. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our product offerings, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

We have generated no revenues from operations, which makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As of the date of this filing we have not generated revenues. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price. 

There is substantial doubt about our ability to continue as a going concern and if we are unable to generate significant revenue or secure additional financing we may be unable to implement our business plan and grow our business.

We are a development stage company and are in the process of developing our products. Consequently, we have not generated revenues as of the date of this prospectus. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue during 2016. Our auditor has indicated in their Report that these conditions raise substantial doubt about our ability to continue as a going concern. The continuation of our business as a going concern is dependent upon the continued financial support from our stockholders.

There is uncertainty regarding our ability to implement our business plan and to grow our business to a greater extent than we can with our existing financial resources, also described above, without additional financing. We have no agreements, commitments or understandings to secure additional financing at this time. Our long-term future growth and success is dependent upon our ability to commence selling our products, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to commence selling our products, generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our ability to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources, also described above.

Industry Risks

Specialized solar-related equipment is an emerging yet competitive industry and many of our competitors have greater resources that may enable them to compete more effectively.

We will compete with several domestic and international companies that offer a range of specialized solar-related equipment products similar to our own or that compete in the same market. Some of our competitors have greater resources than we do, which may enable them to compete more effectively in this market. Our competitors may devote their resources to developing and marketing products that will directly compete with our product lines, and new, more efficient competitors may enter the market. If we are unable to successfully compete with existing companies and new entrants to the market this will have a negative impact on our business and financial condition.

Our targeted customer base is diverse and we face a challenge in adequately meeting each group's needs.

Because we will serve multiple types of customers from residential to commercial to solar farms, we must work constantly to understand the needs, standards and technical requirements of several different customer groups and must devote significant resources to developing products for their interests. If we do not accurately predict our customers' needs and expectations, we may expend valuable resources in developing products that do not achieve broad acceptance across the markets.

Our success depends on adoption of our products by our various types of potential customers, and if these potential customers do not accept and acquire our products then our revenue will be severely limited.

The major customer groups to whom we believe our products will appeal, residential and commercial users as well as solar farms may not embrace our products. Acceptance of our products will depend on several factors, including: cost, ease of use, familiarity of use, convenience, timeliness, strategic partnerships, and reliability. If we fail to adequately meet our customers' needs and expectations, our product offerings may not be competitive and our ability to commence or continue generating revenues could be reduced. We also cannot be sure that our business model will gain wide acceptance among all targeted customer groups. If the market fails to continue to develop, or develops more slowly than we expect, our ability to commence or continue generating revenues could be reduced.

Competing forms of specialized solar-related equipment may be more desirable to consumers or may make our products obsolete.

There are currently several different competing specialized solar-related equipment technologies that are being marketed to our potential customers. Further development of any of these technologies may lead to advancements in technology that will make our products obsolete. Consumers may prefer alternative technologies and products. We cannot guarantee that solar power users who will be using our equipment will continue to grow within the industry as a whole. Any developments that contribute to the obsolescence of our products may substantially impact our business reducing our ability to commence or sustain generating revenues.

Our current or future suppliers and/or component or third party product assemblers could fail to fulfill our orders for our solar products system components or assemble our finished products for sale on a timely basis, which could disrupt our business, increase our costs, and could potentially cause us to lose our market.

We anticipate that we will initially depend on one third party manufacturer located in Research Triangle Park, North Carolina to assemble all the parts for our Smart Load Center This firm will depend upon approximately 100 parts suppliers to supply it with the parts necessary to assemble our Smart Load Center. We have no written agreement with any parts suppliers or assembly firms, and ordering from this assembly firm will be on a purchase order basis only.

These suppliers/assemblers could fail to supply parts or assemble the Smart Load Centers to our specifications or in a workmanlike manner and may not deliver the systems on a timely basis. Our suppliers/assemblers must also obtain inventories of the necessary parts and tools for production. If our suppliers/assemblers fail to deliver products when ordered, we may not be able to fulfill customer orders on a timely basis and our reputation could be harmed and revenues reduced. Any change in assemblers could disrupt or delay our ability to fulfill orders for our solar products while we search for alternative supply sources, provide specifications, and test initial production, and our business prospects, results of operations and financial condition could be materially and adversely affected.

Damage claims against our products could reduce our sales and revenues.

If any of our products are found to cause injury or damage, the Company could suffer financial damages. We have not had significant claims for damages or losses from our products to date. The Company does not carry products liability insurance currently. Any claims for damages related to the products we will sell could damage our reputation and reduce our revenues.

If we are unable to protect our proprietary and technology rights our operations will be adversely affected.

Our success will depend in part on our ability to protect our proprietary rights and technologies, including the patents and patents pending under our Agreement with Dr. Dent. Our failure to adequately protect our proprietary rights may adversely affect our operations. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or to obtain and use trade secrets or other information that we regard as proprietary. Based on the nature of our business, we may or may not be able to adequately protect our rights through patent, copyright and trademark laws. Our means of protecting our proprietary rights in the United States or abroad may not be adequate, and competitors may independently develop similar technologies. In addition, litigation may be necessary in the future to:

Any such litigation could result in substantial costs if we are held to have willfully infringed or to expend significant resources to develop non-infringing technology and would divert the attention of management from the implementation of our business strategy. Furthermore, the outcome of litigation is inherently difficult to predict and we may not prevail in any litigation in which we become involved.

Local utilities could take action that would impact our estimated consumer savings.

Because the Smart Load Center will reduce the consumer's need to be on grid, utility companies could take action that increases the cost on electrical service they provide for homes having solar power options. Such actions could reduce our estimated consumer savings and have an unfavorable impact on the consumer demand for our product.

Risks Related to Management and Personnel

We depend heavily on our members of senior management, Stephen Burnett, Chairman and CEO, William F. Griffin, President & Chief Operating Officer (COO); Robert "Bob" Belts, Chief Financial Officer (CFO) . The loss of any of our members of senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of Stephen Burnett, Chairman and CEO, William F. Griffin, President & COO; and Bob Belts, CFO. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled employees in addition to our current senior management and consultant, our business could suffer. Loss of the services of Stephen Burnett, Chairman and CEO, William F. Griffin, President & COO; or Bob Belts, CFO could significantly deplete our institutional knowledge held by our existing senior personnel. We depend on the skills and abilities of these key employees/consultants in managing the product's development, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

Unlike traditional officers and directors holding one-year terms, our Chairman of the Board, as an officer of the corporation, J. Stephen Burnett is elected by the Board every three years to a three-year term, which makes it more difficult for him to be removed as a director than if he held this directorship for a traditional one year term. 

As specified by Article III, Section 2 and Article VI, Section 2 of our Bylaws, J. Stephen Burnett as Chairman of the Board is elected by the Board every three (3) years to a three (3) year term. Accordingly, Chairman Burnett will serve a three-year term concluding March 31, 2017 (or concluding at the Annual Shareholders Meeting in the First Quarter 2017 if earlier). At the 2017 Annual Meeting, it is currently anticipated that he will stand for election for an additional three-year term by the shareholders. Unlike traditional directors holding one-year terms, our Chairman J. Stephen Burnett is elected by the Board every three years to a three-year term, which makes it more difficult for him to be removed as a director than if he held this directorship for a traditional one year term. 

Risks Related to the Market for our Stock

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCQB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our shares should be considered totally illiquid, which inhibits investors' ability to resell their shares.

If our stock is ever quoted on an OTC or other stock market, we will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called "penny stocks" to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that if we become an SEC reporting company and secure a qualification for quotation for our securities on an OTC Market, our common stock will become a "penny stock", and we will become subject to Rule 15g-9 under the Exchange Act, or the "Penny Stock Rule". This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

We intend that 2,535,000 of our shares currently held by non-affiliates and to a limited extent by certain affiliates will be registered with the SEC. However, 5,514,200 of non-affiliate shares not registered and not held for more than one year, thus not being available for resale under Rule 144, as well as all of the 18,910,000 non-registered affiliates' shares will still be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities. 

Because we do not have an independent director on the Board, shareholders will have to rely on our directors and officers, none of whom are independent. Accordingly, members of our audit and compensation committees are not independent.

We have an audit committee comprised of two of our directors and our CFO who is not a director. We do have a compensation committee comprised of three directors. As no members of these committees are independent directors, there is a potential conflict in that board members and officers who are not board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect certain corporate actions.

Our officers, directors and majority shareholders are the beneficial owners of approximately 7 4 % of our outstanding voting securities. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

Certain provisions of our Articles of Incorporation could have an effect of delaying, deferring or preventing a change in control operate only with respect to an extraordinary corporate transaction such as a merger, reorganizati on, tender offer, sale or transfer of substantially all of our assets, or liquidation.

Our Articles of Incorporation provide in effect that after this Registration Statement is declared effective, shareholders may not take any action by written consent. This could have an effect of delaying, deferring or preventing a change in control operate only with respect to an extraordinary corporate transaction such as a merger, reorganization, tender offer, sale or transfer of substantially all of our assets, or liquidation.

Certain provisions of our Articles of Incorporation read together could have an effect of allowing the Board to change the voting rights of your stock without your approval, which could effectively deprive you of all voting rights except those provided by law.

Section 11 of Exhibit 3.1, our Articles of Incorporation, permits the Board to amend our Bylaws. Section II.8 of our Bylaws filed as Exhibit 3.3 indicates that each share has one vote. Based upon the foregoing, the Board can change the voting rights of our stock, including our common stock, without the holders’ approval. Although the Board has voted to eliminate this right, as it’s an amendment to our Articles of Incorporation and thus requires shareholder vote and filing with the State.  The Company is working to complete these tasks, but until this is done, this provision could effectively deprive you of all voting rights except those provided by law.

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of a December 31 fiscal year end, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Special Information Regarding Forward Looking Statements

Some of the statements in this Prospectus are "forward-looking statements." These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under "Risk Factors." The words "believe," "expect," "anticipate," "intend," "plan," and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future developments, other than as required by law. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer and as an issuer of penny stocks. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

Not applicable. We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OF OFFERING PRICE

Our management has determined the offering price for the selling shareholders' shares. The price of the shares we are offering was arbitrarily determined based upon our most recent exempt offering prior to the initial filing of this registration statement , which was $0.25 per share on May 1, 2015 . We have no agreement, written or oral, with our selling shareholders about this price. Based upon oral conversations with our selling shareholders, we believe that none of our selling shareholders disagree with this price. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

SELLING SHAREHOLDERS

The selling security holders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling security holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling security holders upon termination of this offering.

We believe that the selling security holders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling security holders. None of our selling security holders is or is affiliated with a broker-dealer. All selling security holders may be deemed underwriters.

Share Issuances

2013

As reflected in our Articles of Incorporation, as amended, upon formation, we issued 21,500,000 shares to 6 individuals at $.0001 par value, for aggregate consideration of $2,150. These individuals, all Selling Stockholders, were Stephen Burnett and Paul Dent at eight million shares each, Phil Johnston and Lawrence Zirbel at two million shares each, and as amended, Curtis Thornton at one million shares and Jeffrey Soohoo at five hundred thousand shares. However, due to timing issues, we did not issue the 500,000 shares to Mr. Soohoo until 2014.

Accordingly, we issued an aggregate of 21,000,000 shares in 2013 for financial statement purposes.

2014

In 2014, prior to the first offer and sale under Private Placement One described below, in addition to the 500,000 shares to Mr. Soohoo as described above, we issued an additional 118,208 shares issued to seven individuals who are selling stockholders at par value of $.0001 per share. We sold 770,000 from Private Placement One to seven investors for aggregate cash consideration of $192,550. In addition, during 2014, 200,000 were issued for services, We valued the shares for services at $.25 per share based upon recent cash sales. The two shareholders who received stock for services performed management and legal consulting activities that is further described under selling shareholders. All shares issued were to individuals who are selling shareholders.

2015

In 2015 we issued 5,222,800 shares of stock, comprised of 1,228,000 shares sold from Private Placement One to four additional investors, closing Private Placement One, and subsequently in Private Placement Two 3,432,000 shares sold to 22 investors. The aggregate cash consideration was $1,164,533, with $307,000 of this from the end of Private Placement One and the remainder from Private Placement Two.

We issued 562,800 shares to 8 shareholders who received stock for services performed, valued at $0.25 per share based on recent cash sales. Services performed included various management and legal consulting activity that is further described under selling shareholders. All shares issued were to individuals who are selling shareholders.

All shares issued in the above transactions were to individuals who are selling shareholders.

During 2014, we contracted with a consultant, William Griffin, to function as our interim President and Chief Operating Officer. We issued 250,000 shares to the consultant during June 2015, and have recorded noncash compensation in the amount of $62,500, or $ 0.25 per share for the services provided. We issued this consultant an additional 250,000 shares in January 2016 for services performed in 2015. The value of these services is recorded as noncash compensation in 2015 in the amount of $62,500, or $0.25 per share for the services provided.

During 2015, one of our founders and Selling Shareholder, J. Stephen Burnett, contributed 450,000 shares of our common stock to treasury for no consideration, which were immediately reissued for services. The shares were valued at $0.25, cash price of recent sales.

During 2015, we contracted with a consultant, Greg Roux, a Selling Shareholder, to provide media production. We committed to issue 100,000 shares to the consultant upon project completion and acceptance, which were paid in October 2015. The value of these services is recorded as noncash compensation in 2015 in the amount of $25,000, or $0.25 per share for the services provided based upon recent cash sales.

During October 2015, we committed to pay a consultant, Robert “Bob” Gosselin, a Selling Shareholder, 40,000 shares related to facilitating and coordinating strategic product placement projects with key solar rooftop installation companies. We issued this consultant shares in 2015 for services performed in 2015. The value of these services is recorded as noncash compensation in 2015 in the amount of $10,000, or $0.25 per share for the services provided based upon recent cash sales.

In September 2015, we issued 800,000 shares of stock to Parks Family Leasing, LLC for $.25 per share or aggregate consideration of $200,000, of which 50,000 are being registered for resale. One of our founders issued Parks an additional 200,000 shares of stock for participation in the beta test described below and valued these shares at $.25 per share. In addition, we committed to grant stock options in the future to a farm, Parks Family Leasing, LLC, for their participation in a beta test of our products under development. We have issued contingent rights to purchase 1,000,000 shares, in 250,000 increments, with each right vesting upon the installation of our product on a beta site (and payment of $0.005 per option) within a twenty-four month period from the agreement date. The options, when issued, permit the holder to purchase shares of our common stock at a price of $0.25 per share, and expire on September 8, 2017. These contingent rights have not vested as no beta sites have been installed and there is no assurance that they will be installed in the next 60 days, if ever.

January 1, 2016 – June 30, 2016

In March 2016, we granted options to purchase 2,000,000 shares of our common stock at a price of $0.25 per share to William Griffin our interim President and Chief Operating Officer. The options vest over forty-eight (48) months and expire on January 1, 2026.

In March 2016, we granted vested options to purchase 500,000 shares of our common stock at a price of $0.25 per share to J. Stephen Burnett our Chief Executive Officer. The options expire on January 1, 2026.

In March 2016, we granted stock options to purchase 1,300,000 shares of our common stock at a price of $0.25 per share to Director and Chief Technology Officer Larry Zirbel. Of the options granted, one-half vest immediately, and the remainder vest on January 1, 2017. Mr. Zirbel resigned the position of Chief Technology Officer effective September 30, 2016 and in connection with his resignation and his employment agreement, 162,500 of the options not vested were cancelled. The vested options expire January 1, 2026.

In addition, during the first six months we issued 3,229,400 shares of stock as follows:

Subsequent to June 30, 2016

In July 2016, we granted vested options to purchase 500,000 shares of our common stock at a price of $0.25 per share to Robert Belts, our Chief Financial Officer. These options will vest at a rate of 20,833 per month on the first day of each month at the beginning January 1, 2017. The options expire on July 1, 2026.

In July 2016, we granted vested options to purchase 500,000 shares of our common stock at a price of $0.25 per share to Bob Gosselin, our Vice President of Marketing. These options will vest at a rate of 20,833 per month on the first day of each month at the beginning July 1, 2016. The options expire on July 1, 2026.

In August 2016, we granted vested options to purchase 1,000,000 shares of our common stock at a price of $0.25 per share to Christopher Tridico, our Chief Technical Officer. These options will vest at a rate of 40,000 per month on the first day of each month at the beginning September 1, 2016. The options expire on August 19, 2026.

In August 2016, we agreed to grant 30,000 of restricted shares to Christopher Tridico, our Chief Technical Officer. These shares have not been issued as of the date of filing of this Registration Statement.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances.

Blue Sky

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. There is no guarantee that our stock will ever be quoted on the OTC Markets. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption". This manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors' ability to resell their shares.

Selling shareholders are offering up to 2,535,000 shares of common stock. The selling shareholders will offer their shares at $1.00 per share until our shares are quoted on the OTC Markets , specifically the OTCQB, and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders. There is no guarantee that our stock will ever be quoted on the OTC Markets, specifically the OTCQB.

The securities offered by this prospectus will be sold by the selling shareholders. Selling shareholders in this offering may be considered underwriters. We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the Over the Counter Markets , specifically the OTCQB, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement. Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.

OTC Markets Considerations

To be quoted on the OTC Markets, specifically the OTCQB, a market maker must file an application, on Form 211, on our behalf in order to make a market for our common stock. As of the date of this prospectus,  we have had preliminary discussions with Glendale Securities, Inc., ("Glendale"), but neither they nor any other market maker has agreed to submit a filing to FINRA on Form 211.

The OTC Markets, specifically the OTCQB, is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets. Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC Markets is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate listing on the OTC Markets will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Markets rather than on NASDAQ. Investors' orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Markets securities. Investors do not have direct access to the OTC Markets service. For OTC Markets securities, there only has to be one market maker.

OTC Markets transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTC Markets, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because OTC Markets stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

There is no guarantee that our stock will ever be quoted on the OTC Markets.

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are involved.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The Board of Directors elects our executive officers annually. Other than our Chairman and CEO, our Directors are elected for the term of one year, and until their successors are elected and qualified, or until their earlier resignation or removal. Officers also shall be elected for the term of one year, and until their successors are elected and qualified, or until their earlier resignation or removal. Our Chairman and CEO is elected for a period of three years. Our directors and executive officers are as follows:

Mr. Burnett joined us in July 2013 as Founder, Chairman, CEO, and Director. From September 1999 to May 2012, he was in the business sector of global technology licensing and Corporate Secretary of Remote Light, Inc., a fiber optic light company. From December 2012 to December 2014 he was Chairman and CEO of ShareMail, Inc., a social media company. He received a Bachelor of Arts Degree from University of North Carolina-Chapel Hill, 1978. As a member of the Board of Directors, Mr. Burnett contributes his knowledge of the company and a deep understanding of all aspects of our business, products and markets, especially as it relates to prototype development, human resources, intellectual property and intellectual property licensing. In addition, Mr. Burnett has substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.

Mr. Griffin joined us initially in October 2014 as a Business Advisor and became Interim President and COO in April 2015 and President and COO in February, 2016. From July 2002 to October 2012, he was Vice President Regional Operations of AMX, an electronic control device manufacturer. He received a BS degree in economics from Niagara University in 1970. Mr. Griffin was an Executive Coach for Cornerstone Business Advisors from February 2013 until April 2015.

Robert "Bob" Belts joined us in October, 2015 as Chief Financial Officer. Prior to joining Koolbridge, from June 2010 to October, 2015, Mr. Belts operated his own consulting and interim management company as a proprietorship. He also worked for Stirling Energy Systems, Inc as Chief Financial Officer from October 2008 to June 2010. Prior to 2008, Mr. Belts has served as CFO for both publicly traded and privately owned companies. Bob has a BBA from the University of Missouri and an MBA from Michigan State University.

Mr. Zirbel joined us in July 2013 as Founder and Director. Since January 2014 to date, he has been President of Government Software Assurances Corporation, a software company that is engaged in the support and development of software for property appraisers. GSA supports a legacy application and is developing a new software product that will appraise, assess and support the back office functions of governmental appraisal offices related to property taxes. From May, 2011 to 2014, he was Project Manager and Chief Technology Officer of Clear Village, Inc., a software company that helps local government deliver services over the web on a 24/7 basis, reducing trips to government offices, reducing printing costs, transportation costs, and saving citizens precious time while increasing transparency. From January, 2009 to May, 2011, he was VP Product Management CAMA, including Business Development and Sales, of Manatron (Now Thompson Reuters). From 1986 to January 2009 he was CEO and founder of Software Techniques, Inc., a software company. He received from University of Illinois a Bachelor of Science, Computer Science, 1983. As a member of the board of directors, Mr. Zirbel contributes his 30+ years of experience in technology, software engineering, and business development , as well as a deep understanding of all aspects of corporate go - to - market strategies, having successfully built and sold one of his former software technology companies to a leading multi-national firm. 

Mr. Johnston joined us in July 2013 as Founder, Corporate Secretary, Chief Legal Officer and Director. He was elected by the Board of Directors of Koolbridge Solar as Vice-Chairman in June, 2015. From December 2012 to July 2013, he was Corporate Secretary and Chief Legal Officer of ShareMail, Inc., a social media company. From May 2009 to December 2012, he was Chairman and CEO of The Center for Board Excellence, Inc., a company using software technology to evaluate corporate governance. He is a member of the North Carolina Bar with education as follows:

Prior to May 2009, he has practiced corporate governance law at Nexsen Pruet, PLLC, a 197 partner business law firm. Over the last 25 years, he has served as director of five public companies including Adams-Millis (NYSE) from October 1975 to December 1995 and served on their audit committee. He was CEO of Digital Recorders from February 1990 through September 1999 , which went public on NASDAQ in 1994. He has earned a certificate as a director from National Association of Corporate Directors. As CEO of over 15 technology startup companies, he has significant experience in strategic decision making and the process of developing startup companies. He was Founding Chairman of the North Carolina Technology Association (NCTA), now the largest trade association in North Carolina and was named Entrepreneur of the Year by The Center for Entrepreneurship (CED) in 1999. He will continue to devote approximately 10% of his time to his outside law practice.

Dr. Paul W. Dent joined us in July 2013 as Founder and Director and , by oral agreement of the parties, was never formally an elected office r of  the Company but in addition to being D irector has acted solely as an independent c onsultant in science and patent matters. From July 1990 to January 2010 he was chief scientist at Ericsson, Inc. a mobile communications company. From December 2012 to present, he was the Chief Patent Officer of Share Mail, Inc. a social media company. He received from University of Southampton, Bachelor of Science (Honors) Electronics, 1964; and Doctor of Science Degree, 2002. As a member of the Board of Directors, Dr. Dent contributes his knowledge of electronics, digital signal processing algorithms, solar energy, high efficiency pure sinewave converters, and other matters electronics. He has a deep understanding of smart solar energy technology based on his decades of significant industry experience. Dr. Dent has extensive knowledge of intellectual property protection via patents as well.

Phil Johnston, Vice-Chairman, Secretary and Chief Legal Officer, will only devote 90% of his time to our business. Because he will not devote full time to our business, our ability to implement our business plan may be impaired.

Family Relationships

There are no family relationships between or among any of our officers and directors.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee have been involved in the last ten years, except as otherwise noted, in any of the following:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 710-B Waynick Boulevard, Wrightsville Beach NC 28480, except Mr. Bill Millis, whose business address is C/o Mike Fisher, Diversified Trust Company 300 North Greene Street, Suite 2150, Greensboro, NC 27401.