SW North America Prospectus

SOLAR & WIND NORTH AMERICA, INC.
A Solar and Wind Energy Project
Located in
Mohave County, Arizona
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OFFERING MEMORANDUM
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Amount Commission(1)
Net Proceeds
Per Share $5.00 $0.25 $4.75
Minimum (2)
$11,250,000 $562,500 $10,687,500
Maximum (2)(3)
$22,500,000 $1,125,000 $21,375,000
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(1) Dollar amounts throughout this prospectus are US$.
(2) Deson & Co. will be paid a commission of 5.0% of the total proceeds raised or $0.25
per share. Deson has allocated a concession of $0.10 per share for sales directly as a
result of third party capital raising.
(3) The Minimum assumes a 2,250,000 share offering of Common Stock. The
Maximum assumes a 4,500,000 share offering of Common Stock.
(4) The Company has granted Deson & Co. an over-allotment option of 15% of the total
shares offered (675,000) to cover additional share requests.
Deson&Co.
The Date of this Offering Memorandum is August 14, 2008

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(2)
OFFERING MEMORANDUM
Solar & Wind North America, Inc.
A Nevada Corporation
Minimum – 2,250,000 Shares of Common Stock
Maximum – 4,500,000 Shares of Common Stock (1)
$5.00 per Common Share
Total Minimum of $11,250,000
Total Maximum of $22,500,000 (1)
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(1) Before exercise of the over-allotment option of 675,000 Shares of Common Stock
Deson & Co., Inc. (“Deson”) has been retained by Solar & Wind North America, Inc. (the
“Company, “S&W”, “We”, or “Our”) to serve as its exclusive financial advisor in connection with raising
$22,500,000 of Common Stock for the first stage development of the Company. The Company has an
initial option to purchase 6,569 acres of land in Mohave County, Arizona master planned “renewable
energy”, and an additional 2,148 acres of land in Mohave County, on which the Company will submit
applications for “renewable energy” development (the initial options and additional options as described
below under, “The Options”). In addition, the Company will purchase 320 acres that is the likely location
of a future electricity substation. In total, this strategic acreage is ideally suited for solar energy
development, and in certain areas, particularly well suited for wind energy development, which when
fully developed will comprise one of the largest solar and wind energy production facilities in the world.
All dollar amounts in this prospectus are US$.
We are offering up to 4,500,000 shares of the Company’s Common Stock at a price of $5.00
per Common Share. Payment for the Common Shares will be made and accepted in cash. The gross
proceeds of this offering are anticipated to be $22,500,000. This offering will terminate on the earlier of
September 17, 2008 (unless extended as herein provided), or upon the sale of all of the Common Shares
offered herein. In addition, the Company has allocated an additional 15% of the Common Shares offered
hereby or an additional 675,000 Common Shares pursuant to an over-allotment option to be offered
through Deson in the event of additional investor demand. There is currently no public market for the
Common Shares of the Company.
The proceeds from this offering will be used to sufficiently capitalize the Company, including the
fee to purchase the initial options held by the Company entitling it to acreage currently master planned and
to be master planned for renewable energy and the direct purchase of the acreage that is likely to be the
future location of a future electricity substation, as set forth below under “Our Strategic Acreage” (and
currently owned by Solar Arizona, LLC, Arizona Acreage, LLC, Pierce Ferry, LLC, and Red Lake
Investments, LLC, all affiliated entities, and together, the “Affiliates”). The balance of the proceeds will
be used to pay any fees and expenses associated with the Offering and provide working capital for the
Company.
All amounts received from the Offering shall be held in escrow until achieving the Minimum
offering amount of 2,250,000 Shares of Common Stock – upon achieving the Minimum offering
amount, the proceeds from this offering will be immediately available for use by the Company. Sales
of the Common Stock offered hereby shall be made by Deson, a registered broker/dealer, which shall
receive a placement fee of the gross proceeds raised in the Offering of five percent (5.0%). Up to 40%
(2.0% in total) of this amount may be allocated to third party broker/dealers and finders as selling
concessions.

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(3)
We are not subject to the reporting requirements of the Securities Exchange Act and therefore do
not currently file periodic reports with the Securities and Exchange Commission. Upon completion of
this offering, we do plan to file quarterly unaudited and annual audited reports with the Securities and
Exchange Commission. Upon completion of this offering, we intend to hire a “Big 4” accounting and
auditing firm. We expect this accounting and auditing firm to not only provide traditional auditing and
accounting services, but also, project consulting and highest and best use analysis. The shares in this
offering are being offered pursuant to an exemption from registration provided by Rule 506 of Regulation
D promulgated by the Securities and Exchange Commission.
For further information please contact:
Sean Deson
Senior Managing Director
Deson & Co.
sdeson@desonco.com
(917) 971-6114

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(4)
ADDITIONAL INFORMATION
INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK.
INVESTMENT IS NOT RECOMMENDED FOR ANY PROSPECTIVE INVESTOR WHO DOES NOT
HAVE A SUBSTANTIAL NET WORTH, AND WHO CANNOT AFFORD A TOTAL LOSS OF THE
INVESTMENT. PROSPECTIVE INVESTORS NOT WILLING AND ABLE TO RISK COMPLETE
LOSS OF INVESTED CAPITAL SHOULD NOT CONSIDER INVESTING IN THIS OFFERING.
THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL TO,
NOR A SOLICITATION OF AN OFFER TO BUY FROM, ANY PERSON WHO HAS NOT
COMPLETED AND RETURNED THE INVESTOR QUESTIONNAIRE AND SUBSCRIPTION
AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS
UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE
TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS
OF ANY OFFERING CIRCULAR OR OFFERED SELLING LITERATURE. THESE SECURITIES
ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE
COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT
DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM
REGISTRATION.
THE SECURITIES OFFERED AND SOLD HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, NOR HAVE THEY BEEN REGISTERED WITH ANY
STATE SECURITIES AGENCY. THE OFFER AND SALE OF SECURITIES HEREUNDER IS
MADE IN RELIANCE ON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY SECTIONS
3 (b) AND 4(2) OF THE SECURITIES ACT AND RULES 505 AND 506 OF REGULATION D
PROMULGATED THEREUNDER, AND FROM THE REGISTRATION PROVISIONS OF STATES
IN WHICH THE SECURITIES MAY BE OFFERED OR SOLD. THESE SECURITIES MAY BE
OFFERED ONLY IN THOSE STATES IN WHICH THE SECURITIES ARE REGISTERED OR
EXEMPT FROM REGISTRATION UNDER APPROPRIATE STATE SECURITIES LAWS.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY
OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THERE IS NO PUBLIC MARKET FOR THE UNITS AND IT IS NOT INTENDED THAT
ONE WILL DEVELOP. THERE CAN BE NO ASSURANCE THAT INVESTORS WILL BE ABLE
TO LIQUIDATE THEIR INVESTMENT IN THE EVENT OF EMERGENCY OR FOR ANY OTHER
REASON. BECAUSE THE SECURITIES HAVE NOT BEEN REGISTERED WITH FEDERAL OR
STATE SECURITIES AGENCIES, THE SECURITIES MAY NOT BE RESOLD WITHOUT
REGISTRATION AND QUALIFICATION UNLESS AN APPROPRIATE EXEMPTION IS
AVAILABLE. THE TRANSFERABILITY OF THE SECURITIES IS FURTHER RESTRICTED BY
THE AGREEMENT OF THE COMPANY. THE COMPANY IS UNDER NO OBLIGATION TO
REGISTER THE SECURITIES UNDER THE ACT OR TO COMPLY WITH ANY EXEMPTION
UNDER THE SECURITIES ACT OF 1933. INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

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(5)
EXCEPT AS OTHERWISE INDICATED, THIS OFFERING MEMORANDUM SPEAKS AS OF
ITS DATE OF ISSUE. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. HOWEVER, IF MATERIAL CHANGES DO OCCUR, THIS OFFERING MEMORANDUM
WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY.
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR
SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX
SITUATION WHICH MAY OCCUR TO THE INVESTORS IN THE COMPANY. NO ASSURANCE
CAN BE GIVEN THAT EXISTING TAX LAWS WILL NOT BE CHANGED OR INTERPRETED
ADVERSELY. EACH PROSPECTIVE INVESTOR MUST BE AWARE THAT THIS OFFERING
MEMORANDUM AND THE ATTACHED EXHIBITS CONTAIN ESTIMATES AND PROJECTIONS
WHICH HAVE BEEN PREPARED ON THE BASIS OF ASSUMPTIONS AND HYPOTHESES
DESCRIBED THEREIN. NO REPRESENTATION OR WARRANTY OF ANY KIND IS OR CAN BE
MADE WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF, AND NO
REPRESENTATION OR WARRANTY SHOULD BE INFERRED FROM, THESE PROJECTIONS OR
ASSUMPTIONS.
THE CONTENTS OF THIS MEMORANDUM ARE NOT LEGAL ADVICE, NOR
INVESTMENT OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS
ATTORNEYS, ACCOUNTANTS OR OTHER ADVISORS AS TO THE LEGAL, TAX, ECONOMIC
AND RELATED ASPECTS OF THE CONTENTS DESCRIBED HEREIN AND AS TO ITS
SUITABILITY FOR SUCH INVESTOR. EACH INVESTOR IS RESPONSIBLE FOR THE FEES OF
HIS PERSONAL COUNSEL, ACCOUNTANTS AND OTHER ADVISORS.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM, AND, IF GIVEN, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. HOWEVER, NOTHING
HEREIN SHALL LIMIT THE OPPORTUNITY OF ANY PROSPECTIVE INVESTOR OR HIS
REPRESENTATIVE, ACCOUNTANT OR ATTORNEY TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS
OFFERING OR TO OBTAIN ADDITIONAL INFORMATION OR TO VERIFY THE ACCURACY OF
ANY OF THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM OR IN ANY
DOCUMENT REFERRED TO HEREIN.
THE FINANCIAL FORECASTS INCLUDED HEREIN HAVE BEEN PREPARED ON THE
BASIS OF ASSUMPTIONS AND HYPOTHESES STATED THEREIN. FUTURE FINANCIAL
RESULTS ARE IMPOSSIBLE TO PREDICT WITH CERTAINTY, AND NO REPRESENTATION OF
ANY KIND IS MADE RESPECTING THE FUTURE ACCURACY OR COMPLETENESS OF THIS
FORECAST. ANY PREDICTIONS OR PROMISES, WHETHER WRITTEN OR ORAL, WHICH DO
NOT CONFORM TO THOSE IN THIS OFFERING MEMORANDUM SHOULD BE DISREGARDED
AND THEIR USE IS A VIOLATION OF LAW.
THIS OFFERING MEMORANDUM DOES NOT CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE
MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF
THIS OFFERING AND THE LAWS, RULES AND REGULATIONS PURPORTED TO BE
SUMMARIZED HEREIN.

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(6)
THIS OFFERING MEMORANDUM CONSTITUTES AN OFFER ONLY IF A NAME
APPEARS IN THE APPROPRIATE SPACE ON THE FRONT COVER. THIS OFFERING
MEMORANDUM DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION OF AN OFFER
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.
THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS FURNISHED
ON A CONFIDENTIAL BASIS ONLY FOR USE BY THE INVESTOR AND BY HIS OR HER
REPRESENTATIVES. BY ACCEPTANCE OF THIS OFFERING MEMORANDUM, EACH
INVESTOR AND HIS REPRESENTATIVES AGREE THAT HE (1) WILL NOT TRANSMIT,
REPRODUCE, OR MAKE AVAILABLE TO ANY OTHER PERSON THIS OFFERING
MEMORANDUM OR ANY EXHIBITS AND OTHER DOCUMENTS SUPPLIED IN CONNECTION
THEREWITH; AND (2) WILL RETURN ALL SUCH DOCUMENTS TO THE MANAGER IN THE
EVENT THE SECURITIES OFFERED HEREBY ARE NOT PURCHASED BY HIM.
PROSPECTIVE PURCHASERS ARE ENTITLED, PRIOR TO THEIR PURCHASE OF ANY
SECURITIES HEREUNDER, TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
THE COMPANY AND ITS REPRESENTATIVES CONCERNING THE TERMS AND CONDITIONS
OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE
EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT
WITHOUT UNREASONABLE EFFORT OR EXPENSE NECESSARY TO VERIFY THE
ACCURACY OF THE INFORMATION WHICH HAS BEEN FURNISHED IN THIS OFFERING
MEMORANDUM.
FOR ALL RESIDENTS OF ALL JURISDICTIONS:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND, EXCEPT AS OTHERWISE
PROVIDED HEREIN, WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF
STATE SECURITIES LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, THE SECURITIES
COMMISSION IN ANY JURISDICTION OR ANY OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
JURISDICTIONAL LEGENDS:
THE FOLLOWING LEGENDS RELATE TO OFFERS AND SALES TO PERSONS OR
ENTITIES IN, OR HAVING A PRINCIPAL PLACE OF BUSINESS WITHIN, THE STATES NOTED.
THEY REPRESENT RESTRICTIONS IN ADDITION TO THOSE NOTED ABOVE. HOWEVER, THE
INCLUSION OF ANY STATE BELOW SHOULD NOT BE CONSTRUED TO MEAN THAT
COMMON SHARES ARE AVAILABLE FOR SALE IN SUCH STATE AND, CONVERSELY, THE
OMISSION OF ANY STATE FROM THE FOLLOWING LIST SHOULD NOT BE CONSTRUED TO
MEAN THAT COMMON SHARES ARE NOT AVAILABLE FOR SALE TO RESIDENTS OF SUCH
STATES.

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(7)
FOR ARIZONA RESIDENTS:
THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
("SEC") AND THE PROVISIONS OF THE ARIZONA SECURITIES LAWS. NEITHER THE SEC
NOR THE ARIZONA STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE
ARE SPECULATIVE SECURITIES.
FOR CALIFORNIA RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE CALIFORNIA
CORPORATIONS CODE OR THE SECURITIES ACT OF 1933, AS AMENDED, BY REASON OF
SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE,
IF SUCH REGISTRATION IS REQUIRED.
FOR CONNECTICUT RESIDENTS:
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE
CONNECTICUT UNIFORM SECURITIES ACT BUT WILL BE SOLD IN RELIANCE ON AN
EXEMPTION FROM REGISTRATION SET FORTH IN SECTIONS 36-490(b)(9)(A) OF SAID ACT
AND THE REGULATIONS PROMULGATED THEREUNDER. THE SECURITIES CANNOT BE
RESOLD WITHOUT REGISTRATION UNDER SAID ACT OR AN EXEMPTION FROM
REGISTRATION PURSUANT TO SECTION 36-490 THEREOF.
FOR FLORIDA RESIDENTS:
PURSUANT TO SECTION 517(12)(a)(5) OF THE FLORIDA STATUTE, RESIDENTS OF
FLORIDA HAVE A THREE DAY RIGHT OF RESCISSION. THIS MEANS THAT AFTER
EXECUTING A SUBSCRIPTION AGREEMENT, ANY FLORIDA RESIDENT MAY ELECT,
WITHIN THREE BUSINESS DAYS AFTER SIGNING THE SUBSCRIPTION AGREEMENT, TO
WITHDRAW HIS SUBSCRIPTION AND RECEIVE A FULL REFUND (WITHOUT INTEREST) OF
ANY MONEYS PAID. SUCH WITHDRAWAL WILL BE WITHOUT FURTHER OBLIGATION OR
LIABILITY TO THE COMPANY. TO ACCOMPLISH SUCH WITHDRAWAL, AN INVESTOR NEED
ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY INDICATING HIS INTENTION TO
WITHDRAW. SUCH LETTER MUST BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED THIRD BUSINESS DAY. INVESTORS ARE URGED TO SEND SUCH
NOTICES BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED IN ORDER
TO INSURE THAT IT IS DELIVERED AND ALSO TO ESTABLISH THE TIME OF MAILING.
ORAL REQUESTS MAY BE MADE BUT INVESTORS ARE CAUTIONED TO REQUEST THAT A
WRITTEN CONFIRMATION OF SUCH REQUEST BE SENT TO THEM.
FOR GEORGIA RESIDENTS:
THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE GEORGIA SECURITIES ACT OF 1973 AND WILL BE ISSUED OR
SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE 10-5-9 THEREOF AND, IN THE FUTURE,
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER SUCH ACT OF PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

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(8)
FOR IDAHO RESIDENTS:
("SEC") AND THE PROVISIONS OF THE UTAH SECURITIES LAWS. NEITHER THE SEC NOR
THE UTAH STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
FOR MASSACHUSETTS RESIDENTS:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MASSACHUSETTS
UNIFORM SECURITIES ACT OR THE SECURITIES ACT OF 1933, AS AMENDED, BY REASON
OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF
THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS UNIFORM
SECURITIES ACT IF SUCH REGISTRATION IS REQUIRED. UNDER THE MASSACHUSETTS
UNIFORM SECURITIES ACT, AN ACCREDITED INVESTOR WHO IS A NATURAL PERSON
SHALL NOT INVEST MORE THAN 25% OF HIS NET WORTH (EXCLUDING HIS PRINCIPAL
RESIDENCE AND ITS FURNISHINGS) BUT INCLUDING THE NET WORTH OF HIS OR HER
SPOUSE.
FOR NEVADA RESIDENTS:
("SEC") AND THE PROVISIONS OF THE NEVADA SECURITIES LAWS. NEITHER THE SEC NOR
THE NEVADA STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
FOR NEW JERSEY RESIDENTS:
PROSPECTIVE INVESTORS WHO ARE NEW JERSEY RESIDENTS AND WHO ACCEPT
AN OFFER TO PURCHASE THE SECURITIES PURSUANT TO THIS MEMORANDUM, ARE
HEREBY ADVISED THAT THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN
FILED WITH OR REVIEWED BY THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE
STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. NEITHER THE ATTORNEY
GENERAL OF THE STATE OF NEW JERSEY NOR THE BUREAU OF SECURITIES HAS PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
FOR NEW YORK RESIDENTS:
THIS OFFERING MEMORANDUM DOES NOT KNOWINGLY CONTAIN AN UNTRUE
STATEMENT OF A MATERIAL FACT OR KNOWINGLY OMIT TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS MADE, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF
THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.
THISMEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY

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GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE
ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON THE MERITS
OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
EACH NEW YORK INVESTOR WILL BE REQUIRED TO REPRESENT THAT HE OR SHE
HAS ADEQUATE MEANS OF PROVIDING FOR HIS OR HER CURRENT NEEDS AND POSSIBLE
PERSONAL CONTINGENCIES, AND THAT HE OR SHE HAS NO NEED FOR LIQUIDITY OF THIS
INVESTMENT.
ALL DOCUMENTS, RECORDS AND BOOKS PERTAINING TO THIS INVESTMENT WILL
BE MADE AVAILABLE FOR INSPECTION BY EACH NEW YORK INVESTOR AND HIS OR HER
ATTORNEY OR HIS OR HER ACCOUNTANT OR HIS OR HER PURCHASER REPRESENTATIVE,
AND THE BOOKS AND RECORDS OF
THE ISSUER WILL BE:
AVAILABLE UPON REASONABLE NOTICE, FOR INSPECTION BY INVESTORS AT
REASONABLE HOURS AT ITS PRINCIPAL PLACE OF BUSINESS.
ALL NEW YORK INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY
UNDERSTAND THAT THE OFFERING MAY BE MADE ONLY TO THOSE NON-ACCREDITED
RESIDENTS OF NEW YORK WHO (i) HAVE A NET WORTH (ALONE OR JOINTLY WITH A
SPOUSE, BUT EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES) OF THREE TIMES
THE AMOUNT OF THE INVESTMENT AND AN ADJUSTED GROSS INCOME (ALONE OR
JOINTLY WITH A SPOUSE) OF $75,000 OR (ii) A NET WORTH (ALONE OR JOINTLY WITH A
SPOUSE, BUT EXCLUSIVE OF HOME FURNISHINGS AND AUTOMOBILES) OF FIVE (5) TIMES
THE AMOUNT INVESTED.
FOR NORTH CAROLINA RESIDENTS:
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS
OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES
HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION
OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. THESE SECURITIES
ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
FOR OHIO RESIDENTS:
THE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
FEDERAL REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND/OR REGULATION D PROMULGATED THEREUNDER, AND PURSUANT TO
AN EXEMPTION FROM REGISTRATION IN THE STATE OF OHIO UNDER OHIO REVISED
CODE SECTIONS 1707.03(D) AND/OR 1707.03(Q). THIS OFFERING HAS NOT BEEN APPROVED
OR DISAPPROVED UNDER THE OHIO SECURITIES ACT, AS AMENDED, OR BY THE OHIO
DEPARTMENT OF COMMERCE, DIVISION OF SECURITIES, NOR HAS THE DIVISION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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FOR PENNSYLVANIA RESIDENTS:
SECURITIES SOLD TO RESIDENTS OF THE COMMONWEALTH OF PENNSYLVANIA
CAN ONLY BE TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF THE
PENNSYLVANIA SECURITIES ACT SUBJECT TO THE FOLLOWING CONDITIONS:
(1) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR SECURITIES MUST
EXECUTE AND DELIVER TO THE COMPANY THE ENCLOSED SUBSCRIPTION AGREEMENT
WHEREBY THE SUBSCRIBER AGREES NOT TO SELL SUCH SECURITIES PURCHASED BY
HIM FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE THEREOF:
AND
(2) EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR ANY UNITS HAS THE
RIGHT, PURSUANT TO SECTION 207 OF THE PENNSYLVANIA SECURITIES ACT, TO
WITHDRAW HIS SUBSCRIPTION AND RECEIVE A FULL REFUND OF ALL MONEYS PAID,
WITHIN TWO (2) BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION
AGREEMENT OR PAYMENT FOR SUCH UNITS HAS BEEN MADE, WHICHEVER IS
LATER.WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY SUCH
PERSON. TO ACCOMPLISH THIS WITHDRAWAL A SUBSCRIBER NEED ONLY SEND A
LETTER OR TELEGRAM TO THE COMPANY, INDICATING HIS INTENTION TO WITHDRAW.
SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POST-MARKED PRIOR TO THE END OF
THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH LETTER
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE IT IS RECEIVED, AND TO
EVIDENCE THE TIME WHEN IT WAS MAILED. IF A REQUEST IS MADE ORALLY (IN PERSON
OR BY PHONE), WRITTEN CONFIRMATION SHOULD BE REQUESTED THAT IT HAS BEEN
RECEIVED.
FOR SOUTH CAROLINA RESIDENTS:
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER
THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT
RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA
SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE
THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE.
FOR TENNESSEE RESIDENTS:
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHER, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. A REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE.
TENNESSEE RESIDENTS ARE SPECIFICALLY ADVISED THAT THE COMPANY'S
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN

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FOR UTAH RESIDENTS:
("SEC") AND THE PROVISIONS OF THE UTAH SECURITIES LAWS. NEITHER THE SEC NOR
THE UTAH STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
FOR VERMONT RESIDENTS:
EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED
FROM REGISTRATION BY SECTION 4204a(a)15 AND THE ORDER FOR THE UNIFORM
LIMITED OFFERING EXEMPTION, DIRECTLY FROM THE ISSUER OR AN AFFILIATE OF THE
ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS OR HER ACCEPTANCE WITHOUT
INCURRING ANY LIABILITY TO THE SELLER OR ANY OTHER PERSON WITHIN 3
CALENDAR DAYS AFTER FIRST TENDER OF CONSIDERATION IS MADE BY A PURCHASER
TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT, OR WITHIN 3
CALENDAR DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO
SUCH PURCHASER, WHICHEVER OCCURS LATER.

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TABLE OF CONTENTS
Page
Prospectus Summary........................................................................................................ 13
Risk Factors ..................................................................................................................... 14
Forward Looking Statements........................................................................................... 18
Use of Proceeds................................................................................................................ 18
Plan of Distribution.......................................................................................................... 18
Determination of Offering Price ...................................................................................... 19
Dilution ............................................................................................................................ 20
Market for Stock .............................................................................................................. 20
Capitalization................................................................................................................... 20
Business ........................................................................................................................... 21
Executive Officers and Directors..................................................................................... 31
Executive Compensation ................................................................................................. 34
Principal Shareholders ..................................................................................................... 34
Certain Transactions ........................................................................................................ 35
Conflicts of Interest.......................................................................................................... 35
Description of Securities.................................................................................................. 36
Financial Statements Index.............................................................................................. 37
Additional Information .................................................................................................... 37

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PROSPECTUS SUMMARY
Our Company
Solar & Wind North America, Inc. (the “Company”, “S&W”, “Our”, or “We”), a development
stage company, was originally incorporated in the State of Nevada on July 11, 2008. Our principal
executive offices are located at 9510 West Sahara Avenue, Las Vegas, NV 89117; our telephone number
is (702) 385-2250.
Upon completion of this offering, S&W will expend $6,505,610 as the initial option fee to
purchase the exclusive option entitling us to purchase of 6,569 acres of land in Mohave County, Arizona,
which is master planned “renewable energy” and an additional 2,148 acres of land in Mohave County,
Arizona, on which the Company will submit applications for “renewable energy” development, and
$3,200,000 for the direct purchase of 320 acres of land in Mohave County, Arizona that is the likely
location of a future electricity substation (currently such strategic acreage is owned by Solar Arizona,
LLC, Arizona Acreage, LLC, Pierce Ferry, LLC, Red Lake Investments, LLC, all affiliated entities, and
together, the “Affiliates”). We believe that the growth in demand for alternative and renewable energy,
coupled with a proliferation of renewable energy technologies, will allow us to build, lease or joint
venture, in conjunction with our selected partners, one of the largest sources of renewable energy in the
world. We expect that our principle sources of renewable energy will be based upon various solar and
wind technologies. We believe that our location is ideally suited for both solar energy production, and in
certain areas, particularly well suited for wind energy production (see “Our Strategic Acreage” below).
The Offering
Securities Offered:
Minimum Offering 2,250,000 Common Shares (20.0% of the shares issued)
Maximum Offering (1)
4,500,000 Common Shares (33.3% of the shares issued)
Offering Price $5.00 per share
Offering Period Through Sept.17, 2008 (unless otherwise extended)
Shares Outstanding:
Before Offering 9,000,000 Common Shares
After Offering (1)
13,500,000 Common Shares
Gross Proceeds (1)
$22,500,000
Offering Expenses (1)
$1,250,000 (including commissions, legal,
accounting, and other expenses)
Net Proceeds (1)
$21,250,000
Use of Proceeds We intend to use the net proceeds for (i) the initial
option fee to purchase the option allowing exclusive
rights to purchase 6,569 acres master planned
“renewable energy” and 2,148 acres on which the
Company will submit applications for “renewable
energy” development (owned by the Affiliates), (ii) the
direct purchase of 320 acres that is the likely location of
a future electricity substation (owned by the Affiliates),
(iii) fees and expenses, and (iv) for working capital and
other corporate purposes.
Risk Factors We are a new business and are subject to all of the risks
inherent in a new business operation and we are not
profitable and will require the funds from this offering to
continue our operations (see “Risk Factors”).
(1) Assumes the sale of all shares offered hereby, but excluding the over-allotment option of 675,000 shares.

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RISK FACTORS
Any investment in our common stock involves a high degree of risk. Prospective investors
should carefully consider the following information about these risks, together with the other information
contained in this prospectus, before they decide whether to buy any shares. If any of the following risks
occur, the business, and the results of operations and financial condition, would likely suffer.
The risks and uncertainties described below are not the only ones we face. Additional risks and
uncertainties, including those not presently known to us or that we presently deem immaterial, may also
result in decreased revenues, increased expenses, or other events that could result in material adverse
effects in the business of the Company.
• We expect to incur losses and accumulate deficits.
We have not incurred losses to date. However, we were incorporated in July 11, 2008 and we do
expect to incur losses and accumulate deficits. At August 10, 2008, we had working capital of
$3,600.00. Such factors raise substantial doubt about our ability to continue as a going concern.
Although management has developed plans, which it believes will permit us to continue as a
going concern, there is no assurance that these plans will be successful or that we will succeed in
our business.
• We are a new enterprise still in development stage and are subject to all of the risks of a new
business.
As a newly formed enterprise, we are subject to all of the risks inherent in a new business
enterprise, including the absence of a profitable operating history, shortage of cash,
undercapitalization, and expense of marketing and creating a business infrastructure. Various
problems, expenses, complications and delays may be encountered in connection with the
development of our business. Future growth will require significant expenditures for the fee to
acquire the option to purchase approximately 6,569 acres master planned “renewable energy” and
an additional 2,148 acres of land, on which the Company will submit applications for “renewable
energy” development (the initial options and the extensions of such options as described below
under, “The Options”), and the purchase of 320 acres that is the likely location of a future
electricity substation (see “Our Strategic Acreage” below) (all of the Strategic Acreage owned by
the Affiliates), developing strategic partnerships, and general business operations. These expenses
must either be paid out of the proceeds of this or future offerings or out of operating revenue.
The availability of funds from either of these sources cannot be assured.
• As a new enterprise, our operating and financial results are unpredictable.
Our periodic operating results may significantly fluctuate from time to time due to sales cycles
or decreased demand from customers or reliance on and a decrease in demand from those
limited number of customers that we expect will generate most of our sales. Investors should not
rely on financial results for any fiscal period as an accurate basis for predicting or an indication of
future financial results. Our future revenues and results of operations may significantly fluctuate
due to a combination of factors, many of which are outside of management's control. Our
operating results for any particular quarter may not be indicative of future operating
results. Prospective investors should not rely on quarter-to-quarter comparisons of results of
operations as an indication of future consolidated or segment performance. It is possible that
results of operations may be below the expectations of investors.

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The most important of these factors include:
• customer/partner acceptance of the acreage (as set for the below under “Our Strategic
Acreage”) for solar energy generation;
• drop in consumer demand for energy and, in particular, renewable energy;
• increased competition, especially from competitors with substantially greater
resources than us;
• political or economic changes, particularly a reduction in US Government or State
renewable energy incentives;
• ability to obtain contracts on favorable terms from our customers/partners;
• general economic conditions;
• impact of wars and terrorism on our business;
• impact of natural disasters;
• changes in weather patterns or air quality;
• the timing and effectiveness of customer/partner selection, build-out strategies,
and technologies utilized;
• the availability of funding or financing in a timely manner and on affordable terms;
and
• the timing and effectiveness of capital expenditures.
• The proceeds of this offering will fund operations for only a limited period and we may need to
seek additional funding in the future.
We have an immediate need for the proceeds of this offering in order to pay the fee for the initial
option, to purchase the acreage (such purchases subject to the initial option, the extensions of
such options, as set forth under “The Options” below), in addition to the immediate purchase of
the acreage that is the likely location of a future electricity substation on which the solar and wind
power generation facilities will be developed (see “Our Strategic Acreage” below), and for
general corporate purposes. Our ability to continue business operations and effectively
implement our plans depends upon our ability to raise the funds from this offering. If we are
unable to do so, we will need to seek additional funding from other sources. There is no
assurance that additional funding, if required, will be obtainable on terms favorable or acceptable
to us. Management believes the net proceeds of this offering, combined with any cash on hand
and projected cash generated from future operations, will provide us with the financing required
to conduct business at least for the next year, assuming all offered shares are sold.
• Our industry may be subject to significant changes in the future which could affect our current
business model.
The industry in which we compete is subject to the risk of adverse changes in general economic
conditions; adverse changes in local markets; changing technologies; and evolving and changing
consumer preferences.
• We currently have debt underlying certain of the acreage subject to our options. Such debt may
impede our ability to purchase the acreage subject to our options.
Currently there is approximately $6.1 million of debt underlying the strategic acreage subject to
our options. Such debt has varying terms and maturity dates. We anticipate refinancing this debt
as it matures with the existing lender or a replacement lender.

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• We are requiring a minimum of 2,250,000 shares to be sold in this offering. Until reaching such
minimum amount of shares sold, the Company will escrow all proceeds from such shares sold.
Upon the sale of such minimum amount, the proceeds from this offering will be immediately
available to us. In the event that the minimum amount of shares is not sold, all subscribers will
be entitled to a refund of their subscription amounts.
No one has agreed to purchase any of the shares. Deson, our officers, our principal stockholders,
and certain broker/dealers and finders will use their best efforts to sell the shares. We are
required to sell a minimum of 2,250,000 shares in this offering; all proceeds received from shares
up to the minimum amount will be placed in escrow. Upon achieving the minimum amount of
shares sold in this offering, all funds will be immediately available for our use. If we do not
achieve the minimum amount of shares to be sold in this offering, all subscription amounts will
be entitled to a refund of their subscription amounts.
• The offering price of the shares was determined by management in conjunction with Deson.
The offering price of the shares was determined by us in conjunction with Deson. This price is set
at a level substantially in excess of prices recently paid for securities of the same class. The price
bears no relationship to our assets, book value, net worth or other economic or recognized criteria
of value. In no event should the offering price be regarded as an indicator of any future market
price of our securities. We have included various recent comparable renewable energy land sales
(see “Comparable Energy Land Sales” below). Such comparable sales are for informational
purposes only and should not be relied upon or used to value the securities offered hereby or the
strategic acreage underlying our initial option and additional options.
• Absence of public market for shares.
There is no public market for the shares and no assurance that one will develop. No assurance can
be given that if a market for these shares develops, it will continue. If an active public market
does not develop or is not maintained, the market price and liquidity of the shares may be
adversely affected. Consequently, if you choose to purchase shares as a result of this offering, you
may not be able to resell your shares in the event of an emergency or for any other reason. Also,
the shares may not be readily accepted as collateral for a loan. Accordingly, you should consider
the purchase of shares only as a long-term investment.
• The amount of capital currently available to us is currently limited and may not enable us to
develop and expand our business and generate a profit.
Our existing working capital is not sufficient to allow us to fully execute our business plan. We
are dependent upon receipt of the proceeds of this offering to provide the capital necessary to
develop and expand our proposed business. If proceeds from this offering and our existing
capital are not sufficient to enable us to develop and expand our business and generate a profit,
we may need additional financing. We have no commitments or arrangements for financing from
commercial lenders or other sources.

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• Investors in this offering will own less than 35% of the shares outstanding and will have no
ability to remove, control or direct management.
Our stock ownership is concentrated in a small number of current stockholders. Present
shareholders will still own a majority of the outstanding securities upon completion of this
offering. Additionally, a few control and management members of the founding group own
approximately 92.8% of our outstanding Common Stock (prior to this offering). These members
control the management and affairs and have voting power sufficient to determine any matters
requiring shareholder approval, including:
• election of our board of directors;
• removal of any of our directors;
• amendment of our certificate of incorporation or bylaws;
• adoption of anti-takeover measures; and
• any significant corporate transactions.
• There is no assurance that the existing acreage either underlying our options or to be purchased,
or that future acreage to be contributed to the Company will receive either additional master
planning for “renewable energy” or that such acreage, will receive zoning approval to pursue
“renewable energy” projects.
Although we have received master plan approval for renewable energy for certain of the strategic
acreage underlying our options, there is no assurance that the strategic acreage we are purchasing,
the strategic acreage underlying our options, or that future acreage to be contributed to the
Company will receive either additional master planning for “renewable energy” or that such
acreage, whether approved for master planning or not, will receive zoning approval to pursue
“renewable energy” projects. Additionally, should we receive such zoning, there is no assurance
that we will ultimately receive interconnect agreements or power purchase agreements – such
agreements are critical to our performance and the lack thereof would have a material adverse
effect on us.
• Our Current Management has Limited Experience in Renewable Energy – We Plan to Hire New
Management, Including a New CEO and CFO with Substantial Experience in Renewable Energy.
Our current management, including our Interim CEO and Interim CFO, has limited experience in
the renewable energy field. Although we expect to replace our current Interim CEO and Interim
CFO with a new CEO and CFO, or consultants to act in such capacity that have substantial
experience in the renewable energy industry, post-offering, there can be no assurance that we will
be able to identify competent people for such positions, and even if identified, that we will be
able to hire such people, or that we will be able to hire such people on terms that are favorable to
the Company.

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FORWARD LOOKING STATEMENTS
You should not place undue reliance on forward-looking statements in this prospectus. This
prospectus contains forward-looking statements that involve risks and uncertainties. In this prospectus the
words "anticipates", "believes", "plans", "expects", "future", "intends" and similar expressions are used to
identify these forward-looking statements. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the risks we face as described
in "Risk Factors" and elsewhere in this prospectus. The forward-looking statements are based on our
current expectations and are subject to risks, uncertainties and assumptions. We base these forward-
looking statements on information currently available to us, and we assume no obligation to update them.
Our actual results may differ materially from the results anticipated in these forward-looking statements,
due to various factors.
USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $21,250,000 from our sale of the
4,500,000 shares offered by us. We expect to use $9,705,610 of such net proceeds as the initial option fee
entitling to purchase 6,569 acres of land master planned “renewable energy”, and an additional 2,148
acres of land, on which the Company will submit applications for “renewable energy” development, and
the direct purchase of 320 acres that is the likely location of a future electricity substation (all such
acreage located in Mohave County, Arizona and owned by the Affiliates) (see “Our Strategic Acreage”
below), business development, salaries, and working capital.
Set forth below are the sources and uses of cash from the offering:
Sources: $ % Uses: $ %
Common Stock (1)
$22,500,000 100% Cash for Working Capital $11,544,390 51.3%
Total Sources $22,500,000 100% Initial Option Fee $6,505,610 28.9%
Future Substation Land $3,200,000 14.2%
Fees and Expenses $1,250,000 5.6%
Total Uses $22,500,000 100.0%
(1) Assumes the sale of 4,500,000 shares, the maximum number of shares to be offered in this offering. Excludes any
shares that might be offered pursuant to the over-allotment option (a maximum of 675,000 shares).
PLAN OF DISTRIBUTION
This offering is being conducted by us through Deson (a registered broker/dealer), our officers,
and principal stockholders, at an offering price of $5.00 per share. We are offering a maximum of
4,500,000 shares of our common stock in this offering (excluding any of the 675,000 shares that might be
offered pursuant to the over-allotment option); we must sell at least 2,250,000 shares of our common
stock in this offering before the Company may use any proceeds of this offering. No broker or dealer is
obligated to purchase any shares offered hereby. We will pay a commission to Deson of 5.0% ($0.25 per
share based upon the offering price of $5.00 per share; Deson has allocated up to 40% of such amount
($0.10 per share) for sales made by third party broker/dealers and finders. No one, including Deson, our
officers, directors, significant employees, and shareholders, has made any commitment, or expressed any
intent, to purchase any or all of the shares offered hereby. Rather, Deson, our officers and principal
stockholders will use their best efforts to find purchasers for the shares through September 17, 2008
(unless otherwise extended).
We intend to limit sales of the shares to only accredited investors and no more 35 non-accredited
investors who can demonstrate experience in investments such as the purchase of the Shares. The term

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“accredited investor” is defined in Rule 506 of Regulation D promulgated by the SEC and includes the
following: (i) certain corporations, trusts or partnerships not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of $5,000,000; (ii) any natural person whose individual
net worth, or joint net worth with that person's spouse, at the time of this purchase exceeds $1,000,000;
(iii) any natural person who has an individual income in excess of $200,000 in each of the last two most
recent years, or joint income with that person's spouse in excess of $300,000 in each of those years, and
has a reasonable expectation of reaching the same income level in the current year; and (iv) any entity in
which all of the equity owners are accredited investors. We do not intend to offer or sell the shares by
general solicitation or any general advertisement.
Proceeds from this offering will be placed in escrow until the minimum number of shares offered
hereby of 2,250,000 is achieved. Upon achieving the minimum amount of shares sold of 2,250,000 in
this offering, proceeds will be immediately available to us. If the minimum amount of shares offered
hereby is not achieved, any subscriber will be entitled to a refund of his/her full subscription amount. We
reserve the right to accept or reject any subscription, in whole or in part.
The following table sets forth the estimated expenses (other than commissions) of this offering:
Legal fees $ 75,000
Accounting fees 25,000
Printing and miscellaneous expenses 25,000
TOTAL $ 125,000
We intend to timely issue certificates for the shares after acceptance of a subscription agreement
and to forthwith mail such certificates directly to investors at their addresses as set forth in their
subscription agreements.
DETERMINATION OF OFFERING PRICE
The offering price of our shares in this offering was determined in conjunction with Deson, a
registered broker/dealer. In arriving at that price, Deson and our board of directors took into account such
factors as our lack of significant history and operations, our assets, plan of operation, and anticipated
costs of our continued development and operation. However, the offering price of the shares should not
be understood as an indication of the value of the shares offered or an assurance that you will be able to
resell these shares for an amount equal to or more than the offering price. The offering price of the shares
bears no necessary relationship to our assets, book value, earnings, net worth, current market price or
other recognized criterion of value. Deson has not provided a Fairness Opinion or other opinion of value
with respect to the securities offered hereby.
In as much as we have retained Deson to assist in this offering, the offering price has not been
arrived at through a process of arms-length negotiation, as might happen in an underwritten offering.
Accordingly, new investors bear a disproportionate risk to that of existing shareholders attendant to the
fact that the offering price was arrived at arbitrarily, rather than by arms-length bargaining.
We have included various recent comparable renewable energy land sales (see “Comparable
Renewable Energy Land Sales” below). Such comparable sales are for informational purposes only and
should not be relied upon or used to value the securities offered hereby or the strategic acreage underlying
our initial option and additional options.

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DILUTION
As of August 10, 2008, our net tangible book value was $3,600.00 or $0.0004 per share of
common stock. Net tangible book value per share is determined by dividing a company's tangible net
worth (total assets, net of intangible assets, less total liabilities) by the number of outstanding common
shares. Assuming the sale of all of the shares in this offering (4,500,000 shares or 33.3% of the shares
issued post offering), our pro forma net tangible book value as of August 10, 2008, would have been
$21,253,600 or $1.5743 per share, without taking into account any change in our net tangible book value
after August 10, 2008, and after deducting estimated commissions of $1,125,000 and offering expenses of
$125,000. This represents an immediate increase in the net tangible book value per share of $1.5739 to
existing shareholders and an immediate dilution of $3.4257 per share to new investors. The following
r share dilution:table illustrates this pe
Assumed offering price per share $5.0000
Net tangible book value per share as of August 10, 2008 $0.0004
Increase per share attributable to this offering $1.5739
Pro forma net tangible book value per share after this offering $1.5743
Dilution to new investors $3.4257
MARKET F R STOCKO
There is currently no public market for our stock and there can be no assurance that any public
market will ever develop. The shares are being offered and sold pursuant to an exemption from
registration provided by Rule 506 of Regulation D promulgated by the Securities and Exchange
ommission. Shares purchased in this offering will be restricted from resale.C
We currently have ten shareholders owning a total of 8,354,000 restricted shares of our common
stock (92.8% of our current shares outstanding, prior to this offering). We have not agreed to register for
esale any of these shares. We are currently acting as our own transfer agent.r
We have not paid any cash dividends since our inception and do not intend to pay dividends in
the foreseeable future. Management intends to retain all earnings, if any, for use in our business
operations.
CAPITALIZATION
The following table sets forth our total capitalization as of August 10, 2008, the date of our most
ecent unaudited financial statements and as adjusted for the offering:r
August 10, 2008 As Adjusted (1)
Assets:
Cash $3,600 $21,253,600 (2)
Liabilities:
Accrued Expenses $0 $0
Shareholders’ equity (deficit):
Common stock, par value $.0001 $900 $1,350
Additional paid in capital $2,700 $22,502,250
Retained earnings (deficit) ($0) ($1,250,000)
Total stockholders’ equity (deficit) $3,600 $21,253,600
___________________________________________________________
(1) As Adjusted to reflect the sale of 4,500,000 shares at an offering price of $5.00 per shares. Assumes the over-allotment
option of 675,000 shares is not exercised.
(2) Includes fees and expenses paid of $1,250,000 in connection with the Offering. Excludes the initial option fee payment
of $6,505,610 to be paid to the Affiliates post closing as the initial options fee entitling us to purchase 6,569 acres of
land master planned “renewable energy” and 2,148 acres, on which the Company will submit applications for
“renewable energy” development, $3,200,000 to be paid to the Affiliates to purchase the acreage that is the likely
location of a future electricity substation (such acreage located in Mohave County, Arizona) (see “Our Strategic
Acreage” below).

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BUSINESS
History
Solar & Wind North America, Inc. (the “Company”, “S&W”, “Our”, or “We”), a development
stage company, was originally incorporated in the State of Nevada on July 11, 2008. Our principal
executive offices are located at 9510 West Sahara Avenue, Las Vegas, NV 89117; our telephone number
is (702) 385-2250. In connection with its organization, the founders of S&W contributed $3,600 in cash
for initial capitalization in exchange for 9,000,000 shares of Common Stock.
The Business
Upon completion of this offering, S&W will expend $6,505,610 as the initial option fee to
purchase the exclusive option entitling us to purchase of 6,569 acres of land in Mohave County, Arizona,
which is master planned “renewable energy”, and an additional 2,148 acres of land in Mohave County,
Arizona, on which the Company will submit applications for “renewable energy” development, and
$3,200,000 for the direct purchase of 320 acres of land in Mohave County, Arizona that is the likely
location of a future electricity substation (all acreage above currently owned by the Affiliates). We
believe that the growth in demand for alternative and renewable energy, coupled with a proliferation of
renewable energy technologies, will allow us to build, lease, or joint venture, in conjunction with our
selected partners, one of the largest sources of renewable energy in the world. We expect that our
principle sources of renewable energy will be based upon various solar and wind technologies. We
believe that this strategic acreage is ideally suited for solar energy development, and in certain areas,
particularly well suited for wind energy development (see “Our Strategic Acreage” below).
S&W’s business is to develop, sell, lease or joint venture, the 9,036 strategic acres underlying our
initial options and extensions on such options (see “The Options” below), and our direct purchase, in
conjunction with selected strategic partners and industry participants to create one of the largest
renewable energy sources in the world. We believe our strategy of working with multiple partners across
a wide spectrum of technologies allows us enhance energy production, gain economies of scale and
thereby increase the value of the underlying strategic acreage. Further our willingness to work with
multiple partners including contractors, energy companies, technology developers and utilities, reduces
our risk of dependence on any one company or technology.
Our Strategic Acreage
Upon exercise of the initial option (see “The Options” below), we will have the right to purchase,
for an initial prices set forth below, up to 8,716 strategic acres of land (owned by the Affiliates) that is
currently master planned or on which the Company will submit applications for “renewable energy”
development. In addition, we will directly purchase 320 strategic acres of land that is the likely location
of a future electricity substation. The strategic acreage is located in what is considered to be one of the
most favorable areas for solar energy production, and in certain areas, wind energy production. This
location in Mohave County, Arizona, currently enjoys approximately three hundred days of sunlight per
year, and, in various zones located in more mountainous terrain, has excellent wind dynamics. We believe
that this strategic acreage allows us, along with our selected partners, to develop one of the largest solar
and wind energy production developments in the world.
The Company’s purchase of the 320 acres is intended to position us with the most desirable land
that could be utilized for the development of a future electricity substation. We believe this acreage,
located on the existing 500kV power transmission corridor, and the planned 3,500 foot wide multi-modal
power corridor (see below), assures us and our partners of access to the high density and high growth
markets of Phoenix, Las Vegas and Southern California. As such, we have agreed to purchase this 320

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acre parcel for $10,000 per acre or a total of $3,200,000. Set forth below is the information related to this
strategic acreage:
LAND TO BE PURCHASED – LIKELY SUBSTATION LOCATION:
OWNER APN TOWNSHIP RANGE SECTION ACRES
RED LAKE INVESTMENTS, LLC 329-01-014 27N 18W 25 S ½ 320.00
Furthermore, the location of all of our strategic acreage affords us unparalleled access into two
major power corridors, which provide transmission line access into three of the largest markets for
electrical energy in the southwest – Phoenix, Las Vegas, and Southern California. In addition, there are
3-phase and 69kV lines available in and around the acreage subject to our options, which allows for
immediate power generation interconnection and transmission opportunities. A majority of the strategic
acreage already maintains general plan and area plan approvals for renewable energy development from
the Mohave County Board of Supervisors.
The northernmost major power corridor, which bisects the strategic acreage, includes one 345kV
transmission line and one 500kV transmission line. The 345kV line is known as the
“Mead/Peacock/Liberty” line and is currently owned by the US Government. The 500kV line is known
as the “Mead/Perkins/Westwing” line and is a joint venture between the Western Area Power
Administration (“WAPA”), Salt River Project, Arizona Public Services (“APS”), and Southern California
Area Power Administration. The southernmost major power corridor, which bisects the strategic acreage,
includes on 500kV transmission line. This 500kV line is known as the “APS Powerline” and is owned by
APS. Additionally, in 2005 the National Energy Commission of the US submitted a preliminary plan for
a multi-modal energy corridor that runs directly through the strategic acreage. This 3,500 foot wide
corridor is expected to carry all forms of energy in an effort by the US Government to facilitate the
transport of energy from sources of production to areas of use.
The strategic acreage was purchased from a private seller beginning in November, 2001. The
land was originally granted by the Federal Government to the Santa Fe Pacific Railroad in the late 1800s
as a way to aid the funding of the trans-national railroad system, which was considered imperative to the
build-out and development of the Western US. The traditional grant in the form of alternating and
contiguous sections of land was intended to provide a source of capital to the railroad.
Although our Company has options on the bulk of the strategic acreage that is privately owned
(and will have direct ownership of 320 strategic acres), the Bureau of Land Management (the “BLM”)
administers acreage contiguous to the strategic acreage. Such BLM acreage is not privately owned, and
we have no pre-existing rights to such acreage. However, given that our strategic acreage is contiguous to
the non-private BLM acreage, we are best positioned to become the lessee of such BLM acreage. We
believe that this position allows us to effectively double our available strategic acreage at attractive lease
rates from the BLM over time.
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Set forth below is a map of the strategic acreage subject to our options and directly purchased:

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Set forth below is a map of the strategic acreage subject to our options and directly purchased, in
relation to US solar resources:

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Comparable Renewable Energy Land Sales
There have been a number of recent leases and land purchases of land with a renewable energy
intended use. Set forth below are various recent transactions, which we believe have comparable
attributes to the strategic acreage underlying our options:
Nevada Solar One – 400 acres were leased from the Boulder City, Nevada, in 2005, for a 40 year
term at $550,000 per year. Utilizing 6.0% capitalization rate on the lease payment results in a present
value of $9.2 million or approximately $23,000 per acre.
Abengoa Solar – 3,000 acres located at Gila Bend, Maricopa, Arizona, was purchased from the
Wolfswinkel’s (a private family), in 2008, for a price of $45.2 million. 1920 of such acres are expected to
be utilized for solar energy production, resulting in an approximate price paid of $22,000 per acre for
such solar acreage ($15,067 per acre inclusive of the land utilized for solar energy development).
The Options
The initial option and the extensions of such options allow us to pay the associated option fees,
which in turn grant us the right to purchase the underlying 6,569 acres master planned for “renewable
energy” and an additional 2,148, on which the Company will submit applications for “renewable energy”
development (owned by the Affiliates) (see “Our Strategic Acreage” above). Such options are designed
to provide us with the right to buy the underlying land over time at favorable prices. We believe that this
will allow us to minimize upfront costs, while preserving our ability to participate in what we believe will
become one of the largest renewable energy production developments in the world.
The underlying land is currently owned by founders and significant owners of the Company in
various affiliated entities referred to in this document as the Affiliates. The Affiliates will effectuate the
option agreements with the Company and sell land to the Company pursuant to the option agreements.
The initial option fees and option extension fees, and underlying strategic acreage purchase prices
are categorized into Tier I and Tier II strategic acreage. Tier I strategic acreage is considered optimal for
renewable energy production, offering excellent renewable energy production capability, relatively flat
landscape, and excellent access to the power grid. Tier I strategic acreage subject to our options totals
2,148 acres.
LAND TO BE ENTITLED FOR RENEWABLE (Tier I):
ARIZONA ACREAGE, LLC 337-01-028 28N 18W 25 E ½ 320.00
ARIZONA ACREAGE, LLC 336-01-020 28N 17W 19 590.66
PIERCE FERRY, LLC 336-01-014 28N 17W 31 605.28
TOTAL 2147.54
Tier II strategic acreage is considered to be good for renewable energy production offering a less
attractive combination of the three factors noted above – production capability, landscape, and access.
Tier II strategic acreage subject to our options totals 6,569 acres.

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LAND MASTER PLANNED RENEWABLE ENERGY (Tier II):
SOLAR ARIZONA, LLC 329-01-042 27N 18W 19 628.96
TOTAL 6568.72
The Company shall have the option to purchase the strategic acreage in minimum quantities of
640 acres. The initial options are renewable annually by the Company for a period of: (i) in the case of
Tier I strategic acreage, 5 years (inclusive of the initial option); and (ii) in the case of Tier II strategic
acreage, 10 years (inclusive of the initial option).
Set forth below are the option fees per strategic acre:
Option Fees (per acre)
Tier I Tier II
Initial Option Fee $1,500 $500
Annual Option Renewal Fee $ 750 $250
The Tier I strategic acreage has an exercise price of $5,200 per acre; the Tier II strategic acreage
has an average exercise price of $2,000 per acre (however, exercise prices paid for such strategic acreage
will vary based upon the timing of such exercise). Set forth below are the exercise prices per strategic
acre:
Tier I Tier II
Total Acres 2,148(1)
6,569(2)
Exercise Price per Acre: $5,200 $3,000 (first 1,920 acres)
$2,500 (next 1,920 acres)
$1,000 (next 1,920 acres)
$ 813 (final 809 acres)
___________________________
(1) We currently have options on a total of 2,148 strategic acres categorized as Tier I.
(2) We currently have options on a total of 6,569 strategic acres categorized as Tier II.
Although there is no assurance that the Affiliates will obtain rights to additional “renewable
energy” acreage that is in the proximity of the strategic acreage, the owners’ of the Affiliates have agreed
to, in the case of the BLM land that is contiguous to the strategic acreage, pass through any future leases
negotiated by the Affiliates at its cost to the Company (at the Company’s option). Both the Company and
the Affiliates recognize the conflict of interest that exists, by virtue of common ownership of the
Company and the Affiliates, with respect to any new acreage master planned “renewable energy” by the
Affiliates.

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Competitive Strengths
In general we believe that we are competitively positioned to execute our strategy. Set forth
below are our key competitive strengths:
• Located in One of the Best Worldwide Locations for Solar and Wind Energy Production.
• One of the Largest Areas Master Planned for Renewable Energy in the United States.
• Traversed by Two Major Power Corridors – Allows for Onsite Interconnection to Transmission
Lines.
• Existing Power Corridors Serve High Density and High Growth Markets – Phoenix, Las Vegas,
and Southern California.
• Numerous Motivated Potential Partners – Contractors, Energy Companies, Technology
Companies, and Utilities.
• Favorable Political Environment for Renewable Energy
• Favorable Government Support for Renewable Energy -- Tax Incentives, Minimum Utility
Purchase Requirements, etc.
• Increasing Requirements for Renewable Energy Production.
• Favorable Options Structure – Attractive Option Fees and Underlying Land Purchase Prices.
Questions and Answers
Question: Are the solar resources on the strategic acreage favorable?
Answer: The strategic acreage is located in the Mohave Desert (Arizona). This area is considered
the best location for maximum number of days of sunshine per year, and specifically Solar Insolence -- on
the strategic acreage the Solar Insolence during the summer months has been rated in the 7.2 to 7.7 range.
On site testing will be completed to confirm the specific solar resources at any particular location.
Question: What are the transmission and interconnect capabilities on the strategic acreage?
Answer: The strategic acreage subject has direct transmission line access to three high voltage
power transmission lines including; (i) one 345 kV transmission line, and (ii) two 500 kV transmission
lines. In addition, the properties have direct access to local distribution lines, and an existing power
substation.
Question: What is the availability of water for various solar and wind technologies on the strategic
acreage?
Answer: One of our affiliates, The Mardian Ranch project, has completed extensive water studies
on the strategic acreage, which have proven a 100 year water supply for development purposes.
Question: What are the environmental considerations on the strategic acreage?
Answer: One of our affiliates, The Mardian Ranch project, has completed extensive cultural
resource and biological studies on the strategic acreage. Under such studies, no significant environmental
impact and no threatened or endangered plant or animal species has been identified on such strategic
acreage.

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Question: What is the slope and topography of the strategic acreage?
Answer: The strategic acreage has over 3,000 acres of “flatlands” highly suitable for solar
development. Flatlands are defined as having no greater than a 3% slope.
Question: What is the current land ownership of the strategic acreage?
Answer: The strategic acreage is currently privately owned fee simple by our Affiliates. This
ownership structure allows for complete control of the strategic acreage, and quicker permitting and
processing for such.
Question: What is the current land configuration of the strategic acreage?
Answer: The strategic acreage is generally configured in 640 acre sections of land which are
contiguous and adjoining Bureau of Land Management 640 acre sections.
The Industry
While a majority of the world’s current energy supply is generated from fossil fuels such as coal,
oil and natural gas, these traditional energy sources face a number of challenges including rising prices,
increasing demand from developing nations, infrastructure limitations, security concerns over dependence
on imports from a limited number of countries, some of which are unstable, and which have significant
fossil fuel supplies, and growing environmental concerns over the climate change risks associated with
emission from fossil-fueled power generation. As a result of these and other challenges facing traditional
energy sources, governments, businesses and consumers are increasingly supporting the development of
alternative energy sources and new technologies for electricity generation. Renewable energy sources
such as solar, biomass, geothermal, hydroelectric and wind power generation have emerged as potential
alternatives which address some of these concerns.
As opposed to fossil fuels which draw on finite resources that may eventually become too
expensive to retrieve, renewable energy sources are generally fully sustainable and recurring. Where they
are not currently economically competitive with fossil fuels, renewable energy sources continue to be
supported by various government policies and incentives. Participants in energy markets worldwide are
dedicating increasing resources to developing renewable alternatives to fossil fuel resources. Renewable
energy sources for electric power generation include hydroelectric, biomass, geothermal, wind and solar.
Solar — Solar power is a renewable fuel source that utilizes the sun’s energy to produce heat,
light and electricity. According to a Clean Edge report, the solar power market reached $15.6 billion in
2006 and is projected to grow to $69.3 billion by 2016, representing a compound annual growth rate
(CAGR) of 16.1%
Solar electricity is generated using either photovoltaic (“PV”) or solar thermal technology to
extract energy from the sun. PV electricity generating systems directly convert the sun’s energy into
electricity, whereas solar thermal systems heat water or other fluids that are then used as sources of
energy. Solar systems are either grid-connected systems or off-grid systems. Grid-connected systems are
connected to the electricity transmission and distribution grid and feed solar electricity into the end-user’s
electrical system and/or the grid.
According to a Merrill Lynch Report dated January 8, 2008, given the rate at which
manufacturing capacity is being constructed, in order to keep a demand-supply balance, the solar industry
needs to grow annual installations from 3GW in 2007 to over 15GW in 2010.
Wind — Wind power technology harnesses the force of the wind passing through rotor blades
that turn an electric generator. Wind energy is clean, renewable, plentiful, and significantly reduces
greenhouse gas emissions when replacing fossil fuel sources. The market for wind energy is projected to

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grow from $17.9 billion in 2006 to $60.8 billion by 2016, representing a CAGR of 13.0%, according to
Clean Edge, and the American Wind Energy Association.
On February 2, 2007, the Global Wind Energy Council (“GWEC”) announced that the wind
energy markets around the world exceeded expectations in 2006. GWEC is the industry's global trade
organization, with a combined membership of over 1,500 organizations involved in hardware
manufacture, project development, power generation, finance and consultancy, as well as researchers,
academics and associations.
The GWEC report further states that in terms of economic value, the wind energy sector has now
become firmly installed as one of the important participants in the energy markets, with the total value of
new generating equipment installed in 2006 reaching $23 billion.
Competition
Both the traditional and the alternative energy industries are highly competitive. Numerous
entities in the U.S. and elsewhere compete with us to develop new and different alternative and/or
renewable energy. Competitors also include well established fossil fuel companies. We face, and expect
to continue to face, competition from these entities to the extent that they develop acreage and products
that could supplant our competitive position.
Sales and Marketing
We believe that a combination of direct solicitation of contractors, energy companies, technology
companies, and utilities by our existing and future employees, coupled with a significant public relations
initiative will facilitate the sale, lease, joint venture and utilization of the strategic acreage underlying our
options. We believe that as utilization of our strategic acreage increases, our selected partners will enjoy
increasing economies of scale, which should, in turn, further increase sales.
Governmental Regulation
We are subject to a variety of foreign, federal, state and local governmental regulations. At this
time, the strategic acreage is master planned. The master planned acreage must be presented for a
specific use by a specific party, in order to receive final zoning. We believe that such zoning will be
granted based upon our strategy of working with selected partners on renewable energy projects.
Additionally, we are not aware of any investigation, proceeding or action by foreign, federal or
state agencies involving the strategic acreage or operations. If we fail to comply with present or future
regulations, we could be subject to fines, suspension of production or a cessation of operations. Any
failure by us to adequately comply with existing and future regulations could subject us to financial
liabilities, operational interruptions and adverse publicity, any of which could materially and adversely
affect our business, results of operations and financial condition.
Rising energy costs, declining oil and gas reserves, and growing concerns about the
environmental and political impacts of the world’s dependence on fossil fuels, emissions from the
burning of fossil fuels and concomitant global climate change, has ignited global interest in renewable
energy alternatives. In recent years, a growing number of countries have established incentive programs
for the development of renewable energy sources, such as (i) net metering laws that allow on-grid end
users to earn credits for renewable energy generation, (ii) direct subsidies and grants to encourage the
production and use of renewable energy, (iii) low interest loans for financing renewable power systems
and tax incentives, (iv) government standards that mandate minimum usage levels of renewable energy

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sources, and (v) feed-in tariffs, or fixed-sale prices, to guarantee minimum prices for utility purchases of
renewable electricity.
The U.S. federal government has implemented many initiatives to encourage production and use
of renewable energy sources including grants, tax credits, and renewable energy standards that require a
certain percentage of energy to be derived from renewable sources. In addition, the majority of states
now have one or more renewable energy incentive programs, including net metering, tax credits, loans
and grant programs, renewable portfolio standards that require a certain percentage of electricity be
generated from renewable sources, and programs to limit carbon dioxide and other emissions.
In particular, the requirement for electric utilities to utilize renewable energy continues to
escalate. Currently, our three targeted states for the electricity that would be produced by our partners
have the following renewable energy purchase mandates:
Arizona – 15% of a utilities energy purchases must be from renewable sources by 2025
Nevada – 20% of a utilities energy purchases must be from renewable sources by 2015
California – 33% of a utilities energy purchases must be from renewable sources by 2020
However, we cannot assure you that such government subsidies and/or economic incentives will
be available or will not be reduced or eliminated in the renewable energy industry. Any change in such
incentives could have a material adverse effect on our business.
Employees
As of August 10, 2008, we had five full time employees. Although such employees are currently
dedicated to the Company, such employees are being compensated by the Affiliates. In addition to shares
currently owned by such employees, we plan to hire additional personnel with expertise in solar and wind
energy generation. We plan to create an option pool for up to 10% of our shares outstanding to attract
and retain the highest quality employees.
the renewable energy field. Although we expect to replace our current Interim CEO and Interim CFO
with a new CEO and CFO post-offering, or utilize highly skilled consultants to act in the above
capacities, there can be no assurance that we will be able to identify competent people for such positions,
and even if identified, that we will be able to hire such people, or that we will be able to hire such people
on terms that are favorable to the Company.
Facilities
Our principal executive offices are located at 9510 West Sahara Avenue, Las Vegas, NV
89117; our telephone number is (702) 385-2250. Currently these offices are shared with our founding
shareholders and members of Solar Arizona, LLC. We do not currently pay any lease or other amounts
for our office space and utilization, however, upon completion of this offering we expect to pay our pro
rata share of such office and other expenses. We expect to enter into a lease and other cost sharing
arrangements with the Affiliates.

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EXECUTIVE OFFICERS AND DIRECTORS
The following table shows directors, executive officers and other significant employees, their
ages, and all offices and positions with the Company. Each director is elected for a period of one year
and serves until his successor is duly elected by the stockholders. There are no other arrangements or
understandings regarding a director’s length of service. Officers and other employees serve at the will of
the board of directors.
Term Served As Position
Name of Officer/Director Age Director/Officer With Company
Susan Mardian 49 Since Inception Interim CEO
President (Board) & Director
Allen Barbarich 35 Since Inception Interim CFO
Lori Mardian-Williams 37 Since Inception Treasurer/Secretary (Board)
& Director
Austin Williams 33 Since Inception VP – Business Development
Mark Prasse 60 Since Inception Development Director
Kathy Tackett-Hicks 47 Since Inception Government Relations Director
Leonard Mardian 71 Since Inception Chairman (Board)
Sean Deson 44 Since Inception Director (Board)
W. Larry Swecker 64 Since Inception Director (Board)
Sam Schmidt 43 Since Inception Director (Board)
Juli Koentopp-Hammack 47 Since Inception Director (Board)
All individuals serve at the discretion of the Board. A brief description of their positions, duties,
background and business experience follows:
Leonard K. Mardian -- Leonard Mardian is a prominent Las Vegas Area Real Estate Developer.
Leonard is the founder of the Mardian Group and Related Companies, a diversified real estate investment
company, specializing in commercial real estate, residential master planning including alternative energy
development. Raised in Reno, Nevada, Leonard purchased his first real property at the age of 19; he now
has over 52 years of experience in the real estate development business. Leonard received his CPA
License before graduating University of Nevada at Reno, and as one of the Founders of the Nevada
Society of CPA’s, he taught many of the continuing education classes. While living in the San Francisco
Bay Area, Leonard developed several hundred million dollars of real estate, including hotels, restaurants
(including the landmark Lori’s Diner that still has 6 locations in San Francisco), apartments, retail and all
aspects of commercial developments. Leonard and his wife Susan Mardian moved to Las Vegas in 1989
and have developed several hundred million dollars of properties in Las Vegas, as well as the Mardian

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Ranch. Leonard has been a visionary in the alternative energy field, master planning his land long ago for
use in renewable energy production. As part of this vision, Leonard conceived “The Mardian Ranch”, a
self contained living and working environment, centered on the renewable energy industry. Additionally,
Leonard is now in the Master Planning stages of a major tourist development located on the Pacific
Ocean, in Baja, California, Mexico which has 26 miles of frontage on the ocean, which integrates major
resort development, marina, airport, residential and all related recreational and public facilities.
Susan R. Mardian -- Susan Mardian is the Chief Executive Officer and co- founder of Mardian Holdings.
Susan was raised in Toronto, Canada, and has more than 25 years of progressively responsible experience
and has been directly responsible for growth in company holdings to an estimated market value of several
hundred million dollars. She, alongside her husband Leonard, has led the company through periods of
success that have included some of the largest market dynamics in the past 20 years. Susan’s strategic
vision, commitment to community, philanthropy, and dedication to responsible endeavors has resulted in
some of the most profitable overall business results in the industry. Susan holds both a limited gaming
license and liquor license in the State of Nevada. Susan is a Member of the Southern Nevada Advisory
Board of City National Bank.
Lori Mardian-Williams -- Lori has been involved for the past fifteen years with the Mardian Family
developments including taverns, hotels, land development, acquisition, entitlements, mini storages,
shopping centers, and restaurants. Lori is in charge of land sales for the Mardian Group of Companies in
Arizona and is responsible for working with other Developers in negotiating all sales. She currently has
Real Estate licenses in Nevada and Arizona; Gaming and Liquor licenses in the State of Nevada. In 2000,
Lori Graduated Magna Cum Laude from the University of Nevada Las Vegas with B.S. in Business,
Major in Accounting. Since attending U.N.L.V. Lori has owned and operated a number of businesses.
Austin Williams -- Austin Williams is the Marketing/ Sales Director of Properties in White Hills,
Arizona. The White Hills Group, owned by Austin and Lori Mardian Williams is a fully functional
brokerage company that handles Sales and Marketing for the Master Plan and other land sales in White
Hills Area. Austin is currently the designated broker in the state of Arizona. Self employed with
Prudential Americana Group Realtors in Commercial, Land and Residential Real Estate Sales since
September 1999, in the Las Vegas area. Presidents Circle Awards for production 2003-2006. Top Ten in
Company production 2004 and 2005. Austin earned his Arizona Brokers license in 2005. In 1994,
Austin Graduated from Spartanburg Methodist College with an Associate’s Degree in Science.
Allen Barbarich -- Allen Barbarich has served as the Chief Financial Officer for The Mardian Companies
since 2005. He manages the day to day financial activities and long term strategic planning for the
Mardian Companies. Prior to joining the Mardian Group, Allen managed the financial accounting and
information systems for a multi-billion dollar construction and development firm in Las Vegas. He
graduated summa cum laude with both a B.A. in accounting and a Masters in Business Administration in
1996, and passed the CPA exam immediately thereafter. Allen holds real estate licenses in both Nevada
and Arizona. He is a member of the Urban Land Institute’s Young Leaders Group. Allen is Chairman of
the Board for Big Brothers Big Sisters of Southern Nevada. He is also a commercial-rated airplane pilot.
Mark Prasse -- Mark Prasse is the Project Manger for The Mardian Ranch project located in northwest
Mohave County, Arizona and for the Magdalena Beaches project located in Baja California Sur, Mexico.
Mr. Prasse is responsible for day to day coordination of the various processes required to purchase, plan,
entitle and develop both properties. Mr. Prasse has been in the field of property development for over 20
years and has been deeply involved in the development and entitlement of both land and timeshare
properties in New Jersey, Florida, Hawaii, Colorado, Arizona and Nevada.

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Kathy Tackett-Hicks -- Mrs. Hicks has been with the Mardian Ranch team since 2002, and has been
involved in both the public and private sector of land development for over 22 years. Most notably, Kathy
has previous experience as a City Manager, Community Development Director, Economic Development
Director, and as an appointed Legislative Lobbyist. For the Mardian Ranch projects she is responsible for
the land planning and development strategy, permit processing and governmental liaison, and she works
directly with agencies and sub-consultants to complete projects. Kathy graduated from Northern Arizona
University in 1998 with a Bachelors Degree in Biology, and she has been a private business owner for the
past 11 years. She is also a licensed General Residential Contractor in Arizona and a member of the U.S.
Green Building Council, providing additional support to the environmentally sensitive land planning,
development and construction objectives of the Mardian Ranch projects.
Sean Deson -- Mr. Deson is the founder and Senior Managing Director of Deson & Co. He is responsible
for identifying investment banking and private equity opportunities. He also serves as Director of a
number of private and public companies. Prior to founding Deson & Co., Mr. Deson was a Senior Vice
President of Investment Banking at Donaldson, Lufkin & Jenrette ("DLJ"). During his 10 years at DLJ,
Mr. Deson was responsible for closing approximately 100 transactions, including private equity, private
placements, public offerings, and M&A. Mr. Deson received both his MBA in Finance and a BS in
Computer Technology and Management from the University of Michigan, Ann Arbor.
W. Larry Swecker – Mr. Swecker, a Certified Public Accountant, has been President of Swecker &
Company, Ltd., Certified Public Accountants, since January 1979. From 1975 to 1979, he was a Partner
in the firm of Keltner Milam & Company, Certified Public Accountants. From 1972 to 1975 Mr. Swecker
was employed as a revenue agent with the Internal Revenue Service. Mr. Swecker has a BS in Business
Administration from the University of Nevada, Reno.
Sam Schmidt – Mr. Schmidt is the founder and owner of Sam Schmidt Motorsports, among numerous
other business interests. He also formed and oversees the operations of The Sam Schmidt Paralysis
Foundation. Sam is a former IRL race car driver who suffered severe injuries to his spinal cord as the
result of a crash on the racetrack, and is now a quadriplegic. He now devotes his time to spinal cord
research and to inspiring others with similar injuries. Sam attended Pepperdine University, where he
received a BS in Business Administration and an MBA in International Finance.
Juli Koentopp-Hammack – Juli Koentopp-Hammack is the founder and President of Infinity Plus,
LLC, Infinity Plus Investments, LLC and Infinity Plus Realty, LLC a real estate development
company. Since 1997 she has been involved in real estate projects in Nevada, Arizona, Utah and
California. Infinity Plus Investments, LLC, currently manages and maintains over $600 million
dollars in real estate investment inventory, with the largest asset holdings in Arizona. Mrs.
Koentopp-Hammack is the Manager of all asset holdings for Infinity Plus, LLC. Prior to her real
estate experience, she was a key executive in the technology division with
Mirage Resorts, Inc., for seven years. She also has several years experience with two large
accounting firms, Price Waterhouse and Arthur Young & Company, in Phoenix, Arizona and
Los Angeles. Ms. Koentopp has been active in several civic organizations including: The Board of
Director for Girls Scouts of Frontier Council, the Nevada Cancer Institute, the Boys and Girls Club
of Las Vegas and Phoenix, Big Brothers and Big Sisters Organization of Phoenix, and The Make A
Wish Foundation of Las Vegas, and the Advanced Learning Group. She was the Founder of the
Women's Active 20/30 civic organization for children's charities, in 1984, and served as its
President. Juli has a BS and MBA from Arizona State University.

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EXECUTIVE COMPENSATION
We have not paid any compensation to any of our employees through the date of this prospectus.
However, upon completion of this offering, we expect to pay certain employees wages and other
compensation that are commensurate with their expertise and experience. Such wages and other
compensation will be determined by the Company’s board of directors. In addition to wages and other
compensation, we expect to allocate up to 10% of our outstanding stock to an employee option plan.
Options are expected to be granted to current and future employees to enhance compensation and
retention.
the renewable energy field. Although we expect to replace our current Interim CEO and Interim CFO
with a new CEO and CFO, or consultants with substantial experience in the renewable energy field, post-
offering, there can be no assurance that we will be able to identify competent people for such positions,
and even if identified, that we will be able to hire such people, or that we will be able to hire such people
on terms that are favorable to the Company.
PRINCIPAL SHAREHOLDERS
The following table contains stock ownership information about officers or directors, and other
stockholders who we know to be beneficial owners of more that 5% of our stock. A beneficial owner of
stock is any person who has or shares the power to decide how to vote or whether to dispose of the stock.
The amounts shown include all shares these persons may be considered to beneficially own regardless of
the form of ownership.
Name Title of Class
Amount & Nature of
Beneficial Ownership % of Class
Leonard Mardian Common 5,456,667 60.6%
The Eugene & Clara Weber
Family, LLC (1)
Common 101,303 1.1%
The LMW Trust (2)
Common 1,230,030 13.7%
The PAW Trust (3)
Common 270,000 3.0%
Sean Deson Common 720,000 8.0%
Allen Barbarich Common 270,000 3.0%
W. Larry Swecker Common 90,000 1.0%
Sam Schmidt (4)
Common 90,000 1.0%
The Sam Schmidt Paralysis
Foundation (4)
Common 36,000 0.4%
Juli Koentopp-Hammack Common 90,000 1.0%
All officers and directors 8,354,000 92.8%
(1) The Eugene & Clara Weber Family, LLC, is 1/12th
owned by Susan Mardian, our Interim CEO. As such, Susan
Mardian is considered the beneficial owner of the 101,303 shares held by The Eugene & Clara Weber Family, LLC.
(2) The LMW Trust has been set up for the benefit of Lori Mardian-Williams, a Director and Affiliate. As such, Lori
Mardian-Williams is considered the beneficial owner of the 1,230,030 shares held by The LMW Trust.
(3) The PAW Trust has been set up for the benefit of Austin Williams, an Affiliate. As such, Austin Williams is
considered the beneficial owner of the 270,000 shares held by The PAW Trust.
(4) The Sam Schmidt Paralysis Foundation is controlled by Sam Schmidt, a Director. As such, Sam Schmidt is considered
the beneficial owner of the 126,000 shares held personally and by The Sam Schmidt Paralysis Foundation.

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