form10q.htm

Cautionary Statement Regarding Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that do not represent historical facts. We use words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “continue” and similar expressions to identify forward-looking statements. Forward-looking statements in this Report on Form 10-Q include, but are not limited to, those discussed in the section entitled "Management's Discussion and Analysis or Plan of Operation”, our plans and expectations regarding future financial results, operating results, business strategies, projected costs, products, competitive positions, management’s plans and objectives for future operations, and industry trends. These forward-looking statements are based on information available to us as of the date of this Report on Form 10-Q and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. Please see “Item 1A: Risk Factors” and our other filings with the Securities and Exchange Commission for additional information on risks and uncertainties that could cause actual results to differ. These forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we are under no obligation to, and expressly disclaim any responsibility to, update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

Estimates of future financial results are inherently unreliable.

From time to time, representatives of Solar Energy Initiatives, Inc. (f/k/a NP Capital Corp.) ("NP Capital,” "Solar Energy,” the ”Company," “we,” “our,” or “us”) may make public predictions or forecasts regarding the Company's future results, including estimates regarding future revenues, expense levels, earnings or earnings from operations. Any forecast regarding the Company's future performance reflects various assumptions. These assumptions are subject to significant uncertainties, and, as a matter of course, many of them will prove to be incorrect. Further, the achievement of any forecast depends on numerous factors (including those described in this discussion), many of which are beyond the Company's control. As a result, there can be no assurance that the Company's performance will be consistent with any management forecasts or that the variation from such forecasts will not be material and adverse. Investors are cautioned not to base their entire analysis of the Company's business and prospects upon isolated predictions, but instead are encouraged to utilize the entire available mix of historical and forward-looking information made available by the Company, and other information affecting the Company and its products, when evaluating the Company's prospective results of operations. In addition, representatives of the Company may occasionally comment publicly on the perceived reasonableness of published reports by independent analysts regarding the Company's projected future performance. Such comments should not be interpreted as an endorsement or adoption of any given estimate or range of estimates or the assumptions and methodologies upon which such estimates are based. Undue reliance should not be placed on any comments regarding the conformity, or lack thereof, of any independent estimates with the Company's own present expectations regarding its future results of operations. The methodologies employed by the Company in arriving at its own internal projections and the approaches taken by independent analysts in making their estimates are likely different in many significant respects. Although the Company may presently perceive a given estimate to be reasonable, changes in the Company's business, market conditions or the general economic climate may have varying effects on the results obtained through the use of differing analyses and assumptions. The Company expressly disclaims any continuing responsibility to advise analysts or the public markets of its view regarding the current accuracy of the published estimates of outside analysts. Persons relying on such estimates should pursue their own independent investigation and analysis of their accuracy and the reasonableness of the assumptions on which they are based.

The following information should be read in conjunction with the Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements included in this Report on Form 10-Q. Our fiscal year ends on July 31 of the applicable calendar year. All references to fiscal periods apply to our fiscal quarters or year which ends on the last day of the calendar month end.

Delaware	3674	20-5241121
(State or other Jurisdiction of Incorporation	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
or Organization)

ITEM 1.	FINANCIAL STATEMENTS (unaudited)	4

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	19

ITEM 3.	QUANTITATIVE AND QUALITITATIVE DISCLOSURES ABOUT MARKET RISKS	23

ITEM 4.	CONTROLS AND PROCEDURES	23

PART II	OTHER INFORMATION	25

ITEM 1.	LEGAL PROCEEDINGS	25

ITEM 1A	RISK FACTORS	25

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	38

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	38

ITEM 5.	OTHER INFORMATION	38

ITEM 6.	EXHIBITS	38

	SIGNATURES	39

	October 31, 2008			July 31,2008
ASSETS	(unaudited)			(audited)

Current assets
Cash	$	10,746		$	366,655
Accounts Receivable		76,686			-
Inventory		115,050			-
Prepaid expenses and other current assets		19,045			3,845
Total current assets		221,527			370,500

Property, plant and equipment, net		17,569			5,434
Acquisition of Domain Name		1,650,000			-
Deposit on Domain Name		-			25,000
Total assets		1,889,096			400,934

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts Payable	$	245,581		$	-
Due to related parties		26,206			31,735
Accrued expenses		54,364			74,976
Note Payable-Current Portion		480,066

Total current liabilities		806,217			106,711

Note Payable-Long Term Portion		289,822			-

Total Liabilities		1,096,039			106,711

Stockholders' equity
Common stock, $0.001 par; 100,000,000 authorized
13,724,762 and 11,809,256 issued and outstanding, respectively		13,725			11,809
Paid-in capital		3,879,891			2,298,156
Deferred Compensation		(215,833	)		-
Stock subscription receivable		(60,000	)		(60,000	)
Accumulated deficit		(2,824,726	)		(1,955,742	)

Total stockholders' equity		793,057			294,223
Total liabilities and stockholders' equity	$	1,889,096		$	400,934

	Period Ending October 31,			Period Ending October 31,			Since Inception to October 31,
	2008			2007			2008

Revenues, net	$	240,115		$	-		$	240,115
Cost of sales		72,638			-			72,638
Gross profit (loss)		167,477			-			167,477

Operating expenses
Selling, general and administrative		1,037,104			1,192,159			2,924,741
Total operating expenses		1,037,104			1,192,159			2,924,741

Loss from operations		(869,627	)		(1,192,159	)		(2,757,264	)

Other Income (expense)
Interest and other income		643			640			12,043
Loss on sale of investment , related party		-			-			-
Bad debt related party note receivable								(79,505	)
Total other income (expense)		643			640			(67,462	)

Net loss	$	(868,984	)	$	(1,191,519	)	$	(2,824,726	)

Net loss per share – basic and diluted	$	(0.06	)	$	(0.14	)

Weighted average shares outstanding – basic and diluted		13,606,827			8,467,973

					Additional				Common			Common						Total
	Common Stock				Paid-in		Deferred		Stock			Stock			Accumulated			Stockholders
	Shares		Amount		Capital		Compensation		Payable			Subscripton			Deficit			Equity


Inception June 20, 2006		3,000	$	3	$	27		-	$	-		$	-			-			30

Stock authorized for Founder's services July, 2006 at $0.01		-		-		-		-		5,400			-			-			5,400

Net loss		-		-		-		-		-			-			(11,395	)		(11,395	)

Balances, July 31, 2006		3,000	$	3	$	27		-	$	5,400		$	-			(11,395	)		(5,965	)

August 2006 stock for services issued at $0.03		400,000		400		11,600		-		-			-			-			12,000

Founders stock issued April 2007, at $.001 per share		5,400,000		5,400		-		-		(5,400	)		-			-			-

April 2007 stock issued through private placement at $0.35		981,715		982		342,573		-		-			-			-			343,555

May 2007 stock for services issued at $0.35		3,000		3		1,047		-		-			-			-			1,050

Stock payable through private placement July 2007 at $0.35		-		-		-		-		111,475			-			-			111,475

Net loss		-		-		-		-		-			-			(242,405	)		(242,405	)

Balances, July 31, 2007		6,787,715	$	6,788	$	355,247			$	111,475		$	-			(253,800	)		219,710

October 2007 stock issued through private placement at $0.35				648		226,232		-		(111,475	)		-			-			115,405

October 2007 stock for services issued at $0.35				7		1,993		-		-			-			-			2,000

October 2007 stock for services issued at $0.35				2,050		715,450		-		-			-			-			717,500

April 2008 stock issued through private placement at $0.50, net of offering costs of $156,450				2,316		999,234		-		-			(60,000	)		-			941,550

Net loss		-		-		-		-		-			-			(1,701,942	)		(1,701,942	)

Balances, July 31, 2008		9,493,256