Solar America Corp (Form: S-1, Received: 06/27/2011 06:30:24)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

SOLAR AMERICA CORP.

(Pursuant to Section 17-16-202 of the

Wyoming Business Corporation Act)

SOLAR AMERICA CORP., a corporation organized and existing under, and by virtue of, the Wyoming Business Corporation Act (the “ WBCA ”), does hereby certify:

FIRST:

The name of the Corporation is Solar America Corp.

SECOND:

The prior Articles of Incorporation of the Corporation were filed in Office of the Secretary of State of the State of Wyoming (the “Secretary of State”) on August 12, 2010 under the name Glacier PointCorp.

THIRD:

On December 2, 2010 the Corporation filed an Amendment to its Articles of Incorporation with the Secretary of State to change its name to Solar America Corp.

FOURTH:

These Amended and Restated Articles of Incorporation, which restate, integrate and amend the Articles of Incorporation of the Corporation, were duly adopted in accordance with Section 17-16-1003 of the WBCA.

FIFTH:

TheseAmended and Restated Articles of Incorporation shall become effective immediately upon their filing with the Secretary of State.

SIXTH:

The Articles of Incorporation of the Corporation, as amended,are hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the Corporation is “Solar America Corp.” (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The registered office of the Corporation in the State of Wyoming is 2710 Thomes Avenue, Cheyenne, Wyoming 82001, and the name of its registered agent in this state at such address is Wyoming Corporate Services, Inc.

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ARTICLE III

PURPOSE

The purpose for which the Corporation is organized is to engage in any and all lawful business and activities for which corporations may be organized under the WBCA.

ARTICLE IV

CAPITALIZATION

Section 4.1

Authorized Capital.

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is 210,000,000 shares; consisting of, and divided into:

One class of 10,000,000 shares of “blank check” Preferred Stock, $0.001 par value per share, which may be divided into and issued in Series, as hereinafter provided, and

One class of 200,000,000 shares of Common Stock $0.001 par value.

Section 4.2

Preferred Stock.

The Preferred Stock may be issued from time to time in one or more Series. Authority is hereby expressly granted to and vested in the Board of Directors to authorize from time to time the issuance of Preferred Stock in one or more Series and to fix from time to time the number of shares to be included in any Series and the designations, powers, preferences and relative, participating, option or other special rights, and qualifications, limitations or restrictions thereof, of all shares of such Series, all of which shall be stated in a resolution or resolutions providing for the issuance of such Preferred Stock (a “Preferred Stock Designation”).

Subject to the rights of the holders of any Series of Preferred Stock pursuant to the terms of any Preferred Stock Designation, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote generally in the election of directors.

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Section 4.3

Common Stock.

The holders of shares of Common Stock shall be entitled to vote upon all matters submitted to a vote of holders of shares of Common Stock of the Corporation and shall be entitled to one vote for each share of Common Stock held.

Subject to the prior rights and preferences (if any) applicable to shares of Preferred Stock of any series, the holders of shares of Common Stock shall be entitled to receive such dividends (payable in cash, stock or otherwise) as may be declared thereon by the Board of Directors at any time and from time to time out of any funds of the Corporation legally available therefor.

In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the preferential or other rights (if any) of the holders of shares of the Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its shareholders, ratably in proportion to the number of shares of Common Stock held by them. For purposes of this paragraph (c), a liquidation, dissolution or winding-up of the Corporation shall not be deemed to be occasioned by or to include (i) any consolidation or merger of the Corporation with or into another corporation or other entity or (ii) a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

ARTICLE V

DIRECTORS

Section 5.1

Number and Term.

The number of directors of the Corporation shall from time to time be fixed exclusively by the bylaws of the Corporation, as the same may be amended from time to time (the “Bylaws”).

Section 5.2

Limitation of Personal Liability.

To the fullest extent now or hereafter permitted by the WBCA, no person who is or was a director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 17-16-833 of the WBCA, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Section 5.2 shall apply to or have any effect on the liability of any director for or with respect to acts or omissions occurring prior to such amendment or repeal.

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ARTICLE VI

SHAREHOLDERS

Section 6.1

Amendment of Bylaws

The board of directors has the power to make, repeal, amend and alter the bylaws of the Corporation, to the extent provided in the bylaws. However, the paramount power to repeal, amend and alter the bylaws, or to adopt new bylaws, is vested in the shareholders. This power may be exercised by a vote of a majority of shareholders present at any annual or special meeting of the shareholders. Moreover, the directors have no power to suspend, repeal, amend or otherwise alter any bylaw or portion of any bylaw so enacted by the shareholders, unless the shareholders, in enacting any bylaw or portion of any bylaw, otherwise provide.

Section 6.2

Personal Liability of Shareholders

The private property of the shareholders of this Corporation is not subject to the payment of corporate debts, except to the extent of any unpaid balance of subscription for shares.

Section 6.3

Denial of Preemptive Rights

No holder of any shares of the Corporation of any class now or in the future authorized shall have any preemptive right as such holder (other than such right, if any, as the board of directors in its discretion may determine) to purchase or subscribe for any additional issues of shares of the Corporation of any class now or in the future authorized, nor any shares of the Corporation purchased and held as treasury shares, or any part paid receipts or allotment certificates in respect of any such shares, or any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire any such shares, whether such shares, receipts, certificates, securities, warrants or other instruments be unissued, or issued and subsequently acquired by the Corporation; and any such shares, receipts, certificates, securities, warrants or other instruments, in the discretion of the board of directors, may be offered from time to time to any holder or holders of shares of any class or classes to the exclusion of all other holders of shares of the same or any other class at the time outstanding.

Section 6.4

Voting Rights

Except as otherwise expressly provided under the WBCA or this certificate of incorporation the holders of the common stock shall possess exclusive voting power for the election of directors and for all other purposes. Every holder of record of common stock entitled to vote shall be entitled to one vote for each share held.

Section 6.5

Actions By Written Consent

Whenever the vote of shareholders at a meeting of shareholders is required or permitted to be taken for or in connection with any corporate action by any provision of the WBCA, or of this certificate of incorporation or of the bylaws authorized or permitted by that law, the meeting and vote of shareholders may be dispensed with if the proposed corporate action is taken with the written consent of the holders of stock having a majority of the total number of votes which might have been cast for or in connection with that action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for that action, and provided that prompt notice is given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent.

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ARTICLE VII

AMENDMENTS

The Corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained in its articles of incorporation, as amended, to the extent and in the manner now or in the future permitted or prescribed by statute, and all rights conferred in these Articles upon shareholders are granted subject to that reservation.

ARTICLE VIII

REGULATION OF BUSINESS AND AFFAIRS OR CORPORATION

Section 7.1

Powers of the Board of Directors

In furtherance and not in limitation of the powers conferred upon the board of directors by statute, the board of directors is expressly authorized, without any vote or other action by shareholders other than such as at the time shall be expressly required by statute or by the provisions of these Articles of incorporation, as amended, or of the bylaw, to exercise all of the powers, rights and privileges of the Corporation (whether expressed or implied in these Articles or conferred by statute) and to do all acts and things which may be done by the Corporation, including, without limiting the generality of the above, the right to:

Pursuant to a provision of the bylaw, by resolution adopted by a majority of the actual number of directors elected and qualified, to designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in that resolution or in the bylaw, shall have and exercise all the authority of the board of directors except as otherwise provided by law;

ii.

To make, alter, amend or repeal bylaw for the Corporation;

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iii.

To authorize the issuance from time to time of all or any shares of the Corporation, now or in the future authorized, part paid receipts or allotment certificates in respect of any such shares, and any securities convertible into or exchangeable for any such shares (regardless of whether those shares, receipts, certificates or securities be unissued or issued and subsequently acquired by the Corporation), in each case to such Corporations, associations, partnerships, firms, individuals or others (without offering those shares or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized), and for such consideration (regardless of whether more or less than the par value of the shares), and on such terms as the board of directors from time to time in its discretion lawfully may determine;

iv.

From time to time to create and issue rights or options to subscribe for, purchase or otherwise acquire any shares of stock of the Corporation of any class now or in the future authorized or any bonds or other obligations or securities of the Corporation (without offering the same or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized);

In furtherance and not in limitation of the provisions of the above subdivisions (iii) and (iv), from time to time to establish and amend plans for the distribution among or sale to any one or more of the officers or employees of the Corporation, or any subsidiary of the Corporation, of any shares of stock or other securities of the Corporation of any class, or for the grant to any of such officers or employees of rights or options to subscribe for, purchase or otherwise acquire any such shares or other securities, without in any case offering those shares or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized; such distribution, sale or grant may be in addition to or partly in lieu of the compensation of any such officer or employee and may be made inconsideration for or in recognition of services rendered by the officer or employee, or to provide him/her with an incentive to serve or to agree to serve the Corporation or any subsidiary of the Corporation, or otherwise as the board of directors may determine; and

vi.

To sell, lease, exchange, mortgage, pledge, or otherwise dispose of or encumber all or any part of the assets of the Corporation unless and except to the extent otherwise expressly required by statute.

The board of directors, in its discretion, may from time to time:

Declare and pay dividends upon the authorized shares of stock of the Corporation out of any assets of the Corporation available for dividends, but dividends may be declared and paid upon shares issued as partly paid only upon the basis of the percentage of the consideration actually paid on those shares at the time of the declaration and payment;

ii.

Use and apply any of its assets available for dividends, subject to the provisions of these Articles, in purchasing or acquiring any of the shares of stock of the Corporation; and

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iii.

Set apart out of its assets available for dividends such sum or sums as the board of directors may deem proper, as a reserve or reserves to meet contingencies, or for equalizing dividends, or for maintaining or increasing the property or business of the Corporation, or for any other purpose it may deem conducive to the best interests of the Corporation. The board of directors in its discretion at any time may increase, diminish or abolish any such reserve in the manner in which it was created.

Section 7.2

Indemnification

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

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

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To the extent that any person referred to in paragraphs (a) and (b) of this Article has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith.

Any indemnification under paragraphs (a) and (b) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as provided in this Article.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article 7.

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For the purposes of this Article, references to "the Corporation" include all constituent Corporations absorbed in a consolidation or merger as well as the resulting or surviving Corporation so that any person who is or was a director, officer, employee or agent of such a constituent Corporation or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving Corporation as he/she would if he/she had served the resulting or surviving Corporation in the same capacity.

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been executed for and on behalf and in the name of the Corporation by its duly authorized officer on April12, 2011.

SOLAR AMERICA CORP.

By:	/s/ Brian Barrilleaux
Name:	Brian Barrilleuax
Title:	Chairman&President

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AGREEMENT FOR PURCHASE AND SALE OF BUSINESS

STATE OF LOUISIANA

PARISH OF CALCASEIU

This agreement is made on December 16, 2010 , by Solar America Corporation , a Corporation registered in the State of Wyoming, with its principal office located in Lake Charles, Louisiana (“Buyer”), and Tina Thomas of Covington, Louisiana (“Seller”).

ARTICLE I.

PURCHASE AND SALE

1.01. In consideration of the mutual promises and conditions contained in this agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms, conditions, warranties and representations set forth in this Agreement:

(a) One Hundred Percent of the issued and outstanding shares of Solar N Stuff Inc., a Corporation registered in the State of Louisiana, business owned and operated by Seller, being conducted under the name Solar N Stuff located at 1102 N Hwy 190, Suite D, Covington, LA 70433 (the “Business”);

(b) all of the stock in trade, inventory, and merchandise of the Business as described in Exhibit “A” attached to this agreement;

(d) any leasehold interest owned by Seller under the lease for the premises where the Business is located; and

(e) all the trade, business name, goodwill, and other tangible or intangible assets of the Business.

ARTICLE II.

AMOUNT OF PURCHASE PRICE

2.01. The total purchase price to be paid by Buyer to Seller for all the properties, assets and rights of the Business described in this Agreement (“Purchase Price”) shall be $100,000.00.

2.02. In addition to the Purchase Price, Buyer agrees that Seller shall retain ownership of all accounts receivable outstanding as of the date of this Agreement, unless otherwise noted in this Agreement and/or Exhibits hereto. A detailed list of the accounts receivable as of the date of this Agreement is attached as Exhibit “C”;

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ARTICLE III.

PAYMENT OF PURCHASE PRICE

3.01. The total Purchase Price shall be paid as follows:

(a) The Buyer shall make arrangements to pay in full all outstanding accounts payable of the Seller as of the date of this Agreement. A detailed list of the accounts payable as of the date of this Agreement is attached as Exhibit “D”;

(b) The remaining balance of the Purchase Price, after deducting the accounts payable, as described in this Article, shall be paid to seller in certified funds when this Agreement is signed.

ARTICLE IV.

CLOSING

4.01. The closing of the sale and purchase of the Business (the “Closing”) shall take place at Solar N Stufflocated at 1102 N Hwy 190, Suite D, Covington, LA 70433, on or before December 16, 2010 or at such other place and date as the parties may agree to in writing.

4.02. At the closing the Seller shall:

(a) deliver clear title and ownership to Buyer of all assets subject to this Agreement; and

(b) execute any other documents necessary to finalize this Agreement.

4.03. At the Closing the Buyer shall:

(a) pay all remaining moneys owed to Seller; and

(b) execute any other documents necessary to finalize this Agreement.

ARTICLE V.

REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS BY SELLER

5.01. Seller agrees and warrants and represents to Buyer that:

(a) the financial records for the Business, previously inspected by Buyer, contain a full and complete record and account of the financial affairs of this Business and truthfully set forth all liabilities, assets and other matters pertaining to the fiscal or financial condition of this Business through the date of inspection and furthermore, that there have been no material changes in the financial condition of this Business since that time except for transactions normal to this Business;

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(b) Seller is the lawful owner of this Business and has good right and due authorization to sell it. At the time of signing this Agreement, Seller neither knows nor has reason to know of the existence of any outstanding claim or title, or interest, or lien in, to, or on this Business except as shown on the financial records of this Business inspected by Buyer;

(c) all fixtures and equipment sold pursuant to this Agreement are free and clear of any lien (including UCC financing statements) and/or debt unless otherwise set forth in a written statement from Seller to Buyer;

(d) Seller owes no obligations and has contracted no liabilities affecting this Business or which might affect the consummation of the purchase and sale described in this Agreement that are not shown on the financial records inspected by Buyer and that have not been expressly disclosed to Buyer;

(e) there are no taxes due and owing on account of Seller's operation of the Business for unemployment compensation, withholding tax, social security tax, sales tax, personal property tax, franchise tax, income tax, and other taxes of any nature;

(f) except as described in Article 3 herein, any accounts payable due and owing as of the Closing shall remain the responsibility of Seller and shall be paid promptly as they become due and payable;

(g) no litigation, actions or proceedings, legal, equitable, administrative, through arbitration or otherwise, including but not limited to lawsuits, claims or disputes with employees, customers and vendors, etc., are pending or threatened that might affect this Business, the assets being purchased, or the consummation of the purchase and sale described in this Agreement;

(h) Seller agrees to indemnify and hold Buyer harmless from any and all claims, causes of actions, damages, or debts, including legal fees, resulting from any actions, occurrences or events occurring prior to the Closing;

(i) all mechanical equipment sold pursuant to this Agreement is in good working condition.

ARTICLE VI.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY BUYER

6.01. Buyer agrees and warrants and represents to Seller that Buyer will duly notify all authorities, suppliers, creditors, and/or other entities that Buyer is to be responsible for all liabilities associated with the operation of the Business, including without limitation withholding taxes, social security taxes, unemployment contributions, salaries, and purchases incurred after the Closing, and Buyer specifically agrees to assume such liabilities as of the Closing.

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ARTICLE VII.

COMPLIANCE WITH BULK SALES LAW

7.01. At the Closing, Seller will deliver to Buyer a sworn list of all existing creditors of the Business.

7.02. By reason of this list Seller and Buyer agree that notice to creditors under the Bulk Sales law of Louisiana will not be required and need not be given except in respect to any creditors named on this list.

7.03. Any such debt, unless otherwise provided for in this Agreement, is to be paid solely by Seller, and Seller does indemnify and hold Buyer harmless from any and all loss, expense, damage or liability, including counsel fees, that Buyer may incur or become subject to by reason of noncompliance with the Bulk Sales law.

ARTICLE VIII.

TRADE NAME, TELEPHONE NUMBER, BANK ACCOUNTS AND POST OFFICE BOX

8.01. Seller assigns to Buyer the exclusive right to use the trade or business name and Seller agrees not to use, or authorize others to use, this name or a similar name.

8.02. Seller agrees to allow Buyer to assume the Business telephone number, bank and merchant accounts, current advertising arrangements, including Internet and/or “Yellow Pages Advertising,” and the Post Office Box, if any, currently used by the Business for a mailing address.

ARTICLE IX.

DELIVERY OF BOOKS AND RECORDS

9.01. All books, records, files, documents and papers, including customer lists and all records of the accounts of customers used in the operation of or relating to the Business shall be transferred and delivered to Buyer at the Closing.

9.02. All of these books, records, files, documents and papers shall be available to Seller at any reasonable time for any proper purpose, and Seller has the right to freely examine and to copy all such materials prior to closing.

ARTICLE X.

NONASSUMPTION OF LIABILITIES

10.01. Unless otherwise expressly provided for in this agreement, the liabilities and obligations incurred by Seller prior to the Closing are not assumed by Buyer but continue as liabilities and obligations of Seller and shall be solely paid by Seller.

10.02. In the event Buyer is required to pay after the Closing any valid lien, debt, or expense incurred by Seller prior to the Closing Date, Buyer shall have the right to collect from the Seller any such lien, debt, or expense actually paid by Buyer, which is the valid and legal obligation of the Seller.

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ARTICLE XI.

INDEMNIFICATION OF SELLER

11.01. Buyer will indemnify and hold Seller and the property of Seller free and harmless from any and all claims, losses, damages, injuries and liabilities arising from or in connection with the operation of the Business after the Closing.

ARTICLE XII.

PRORATIONS

12.01. There shall be prorated between Seller and Buyer on the basis of 30 days per month as of 12:01 a.m. Central Standard Time on the date of the Closing all property taxes, rent, insurance premiums, and utility bills, etc.

ARTICLE XIII.

DEFAULT

13.01. After execution of this Agreement by the parties, default shall consist in the failure of either party to perform its respective obligations and duties and/or a breach of a warranty or covenant in this agreement.

13.02. In the event of default of either party, Seller or Buyer shall have the right to sue for specific performance and/or sue for damages in addition to any other relief provided in this Agreement or attached Exhibits. In a suit for default, reasonable attorney fees shall be recoverable by the prevailing party.

ARTICLE XIV.

RESTRICTIVE COVENANTS

15.01. The Seller expressly agrees that for a period of 2 years following the execution of this Agreement, she will not, directly or indirectly, as an employee, agent, proprietor, partner, stockholder, officer, director, or otherwise, render any services to, or on her own behalf engage in or own a part or all of any business which is the same as, similar to, or competitive with the Business, which is being sold to Buyer, anywhere within a 250 mile radius from the current location of the Business that is being sold without the prior written consent of the Buyer.

15.02. The Seller shall not for a period of 2 years immediately following the execution of this Agreement, regardless of any reasons or cause, either directly or indirectly:

(a) make known to any person, firm or corporation the names and addresses of any of the customers of the Seller or Buyer or any other information pertaining to them; or

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(b) call on, solicit, or take away, or attempt to call on, solicit, or take away any of the customers of the Seller on whom the Seller called or with whom she became acquainted during ownership of this Business either for Seller or for any other person, firm or corporation.

15.03. Should Seller violate any paragraph of this Article, the parties agree that stipulated damages shall be $100,000 per occurrence.

ARTICLE XV.

GENERAL AND ADMINISTRATIVE PROVISIONS

16.01. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns.

16.03. Corporate Authority. If any party to this Agreement is a legal entity (partnership, corporation and/or trust), such party represents to the other that this Agreement, the transaction contemplated in this Agreement, and the execution and delivery hereof, have been duly authorized by all necessary partnership, corporate or trust proceedings and actions, including without limitation the action on the part of the directors, if the party is a corporation. Certified copies of such corporate or other resolutions authorizing this transaction shall upon request be delivered at the Closing.

16.04. Use of Pronouns. The use of the neuter singular pronoun to refer to the Parties described in this Agreement shall be deemed a proper reference even though the Parties may be an individual, a partnership, a corporation, or group of two or more individuals, partnerships or corporations. The necessary grammatical changes required to make the provisions of this Agreement apply in the plural sense where there is more than one party to this Agreement, and to either corporations, partnerships or individuals, males or females, shall in all instances be assumed as though in each case fully expressed.

16.05. Louisiana Law. This Agreement shall be subject to and governed by the laws of the State of Louisiana.

16.06. Severability. If any provision of this Agreement should, for any reason, be held violative of any applicable law, and so much of this Agreement be held unenforceable, then the invalidity of such a specific provision in this Agreement shall not be held to invalidate any other provisions in this Agreement, which other provisions shall remain in full force and effect unless removal of the invalid provisions destroys the legitimate purposes of this Agreement, in which event this Agreement shall be canceled.

16.07. Entire Agreement. This Agreement represents the entire understanding of the Parties hereto. There are no oral agreements, understandings, or representations made by any party to this Agreement that are outside of this Agreement and are not expressly stated in it.

16.08. Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given if mailed from within the United States by first class mail, postage prepaid, and addressed as follows:

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to Seller:

Tina Thomas

75368 Moonshadow Lane

Abita Springs, LA 70420

to Buyer:

Solar America Corp.

1135Hodges Street

Lake Charles, LA 70601

A party may change the address for notice by giving of such change to the other party in writing.

SIGNED, ACCEPTED, AND AGREED TO on December 16, 2010 by the undersigned parties, who acknowledge that they have read and understand this Agreement and the Attachments and Schedules to it and they execute this legal document voluntarily and of their own free will.

"Seller"			"Buyer"
Tina Thomas , an individual			Solar America Corporation

/s/ Tina Thomas			/s/ Brian Barrilleaux
			By: Brian Barrilleaux

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Wyoming	5211	38-3825959
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification
incorporation or organization)	Classification Code Number)	Number)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Title of Each Class Of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Offering Price per share (1)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration fee

Common Stock, $0.001 par value per share		6,000,000	$	0.02	$	120,000	$	13.93

	Offering Price to the Public Per Share		Commissions	Net Proceeds to Company After Offering Expenses (30% of Shares Sold)		Net Proceeds to Company After Offering Expenses (50% of Shares Sold)		Net Proceeds to Company After Offering Expenses (100% of Shares Sold)

Common Stock	$	0.02	Not Applicable	$	0.00	$	24,000	$	84,000

	PAGE
Prospectus Summary		2
Summary Financial Information		4
Summary of the Offering		3
Risk Factors		5
Special Note Regarding Forward Looking Statements		15
Use of Proceeds		15
Determination of Offering Price		16
Dilution		16
Plan of Distribution		18
Description of Securities to be Registered		19
Interests of Named Experts and Counsel		20
Description of Business		20
Description of Property		24
Legal Proceedings		24
Market for Common Equity and Related Stockholder Matters		24
Management Discussion and Analysis of Financial Condition and Results of Operation		25
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		29
Directors and Executive Officers		29
Executive Compensation		30
Security Ownership of Certain Beneficial Owners and Management		31
Transactions with Related Persons, Promoters and Certain Control Persons		32
Index to Financial Statements		F-1
Part II		II-1

SUMMARY OF THIS OFFERING

The Issuer		Solar America Corp.

Securities being offered		Up to 6,000,000 shares of common stock, our common stock is described in further detail in the section of this prospectus titled “Description of Securities to Be Registered”

Per Share Price		$0.02

No Public Market		There is no public market for our common stock. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares.

		We intend to apply to the OTCBB through a market maker that is a licensed broker dealer, to allow the trading of our Common Stock upon our becoming a reporting entity under the Exchange Act.

Duration of Offering		The shares are offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days.

Number of Shares Outstanding Before the Offering		There are 10,000,000 shares of common stock issued and outstanding as of the date of this prospectus, beneficially owned by our Chairman and President, Brian Barrilleaux.

Registration Costs		We estimate our total costs relating to the registration herein shall be approximately $36,013.93.

Net Proceeds to the Company		The Company is offering 6,000,000 shares of Common Stock, $0.001 par value per share, at an offering price of $0.02 per share, for potential net proceeds to the Company of $120,000. The full subscription price will be payable at the time of subscription and accordingly, funds received from subscribers in this offering will be released to the Company when subscriptions are received and accepted.

		If the maximum amount of funds is raised, we intend to continue expanding our existing business, as well as pursue other energy related opportunities. If we sell 30% or less of our shares under this offering, we will continue our current operations but will require additional capital from alternate sources to execute our business plan. If such funds are not available, our business would likely fail and any investment would be lost. No assurance can be given that the net proceeds from the total number of shares offered hereby or any lesser net amount will be sufficient to accomplish our goals.

Use of Proceeds		We will use the proceeds for general working capital and administrative expenses, for the implementation of our business growth strategy.

Risk Factors		An investment in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” on page 5 and the other information contained in this prospectus before making an investment decision regarding our common stock.

	Successor			Predecessor
	Company			Company
	March 31,			March 31,
	2011			2010
Total Revenue	$	27,290		$	50,250
Loss from Operations	$	130,058		$	39,746
Other Expenses	$	5,565		$	—
Net Loss	$	(135,623	)	$	(39,746	)

	March 31, 2011			December 31, 2010
Cash and Cash Equivalents	$	24,369		$	55,852
Total Assets	$	144,067		$	190,920
Total Liabilities	$	316,590		$	227,820
Stockholders’Deficit	$	(172,523	)	$	(36,900	)

Offered Shares Sold	Offering Proceeds		Approximate Offering Expenses (1) (2)		Total Net Offering Proceeds		Principal Uses of Net Proceeds

1,800,000 shares (30%)							Research & Development	$	-
	$	36,000	$	36,000	$	0	Marketing	$	-
							Working Capital	$	-

3,000,000 shares (50%)							Research & Development	$	-
	$	60,000	$	36,000	$	24,000	Marketing	$	10,000
							Working Capital	$	14,000

4,500,000 shares (75%)							Research & Development	$	10,000
	$	90,000	$	36,000	$	54,000	Marketing	$	20,000
							Working Capital	$	24,000

6,000,000 shares (maximum)							Research & Development	$	30,000
	$	120,000	$	36,000	$	84,000	Marketing	$	30,000
							Working Capital	$	24,000

	Shares Issued (1)					Total Consideration
	Number of Shares		Percent			Amount		Percent			Price Per Share

Existing Shareholder (2)		10,000,000		62.5	%	$	10,000		7.7	%	$	0.001

Purchasers of Shares		6,000,000		37.5	%	$	120,000		92.3	%	$	0.02

Total		16,000,000		100	%	$	130,000		100	%

	100% of offered shares are sold	75% of offered shares are sold	50% of offered shares are sold

Offering Price	$0.020	$0.020	$0.020
	per share	per share	per share

Net tangible book value at 12/31/10	$0.013	$0.013	$0.013
	per share	per share	per share

Net tangible book value after giving effect to the offering	$0.016	$0.016	$0.016
	per share	per share	per share

Increase in net tangible book value per share attributable to cash payments made by new investors	$0.003	$0.003	$0.003
	per share	per share	per share

Per Share Dilution to New Investors	$0.004	$0.004	$0.004
	per share	per share	per share

Percent Dilution to New Investors	20%	20%	20%

Description	Time period	Estimated maximum expenses
General Expenses & Salaries	12 months	$	200,000
Reporting Company Expenses	12 months	$	50,000
Expansion – New Product Offerings	12 months	$	150,000
Expansion – New Geographic Markets	12 months	$	300,000
Total		$	700,000

Name	Age	Positions

Brian D Barrilleaux	32	Chief Executive Officer, President, Chairman

Kellie A Moss	36	Secretary, Director

Name and Principal Position	Title	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		All other Compensation ($)		Total ($)

Brian Barrilleaux	Chief Executive Officer, President, Chairman	2010		—		—	$	10,000	(1)		—		—	$	10,000

Kellie A Moss (2)	Secretary, Director	2010		—		—		—			—		—		—

Title	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Common Stock (1)

Chief Executive Officer, President, Chairman	Brian D Barrilleuax 1135 Hodges Street Lake Charles, LA 70601		10,000,000	(2)		100	%

Director Secretary	Kellie A Moss 1135 Hodges Street Lake Charles, LA 70601		-			-

	All Officers and Directors as a Group (2 persons)		10,000,000			100	%

	Total		10,000,000			100	%

		Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of December 31, 2010 (Successor); and as of December 31, 2009 (Predecessor)		F-2

Consolidated Statements of Operations for the period from August 12, 2010 (Inception) to December 31, 2010 (Successor); and for the period from January 1, 2010 to December 15, 2010 (Predecessor); and for the year ended December 31, 2009 (Predecessor)		F-3

Consolidated Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2008 (Predecessor) ; and for the year ended December 31, 2009 (Predecessor) ; and for the period from January 1, 2010 to December 15, 2010 (Predecessor); and for the period from August 12, 2010 (Inception) to December 31, 2010 (Successor)		F-4

Consolidated Statements of Cash Flows for the period from August 12, 2010 (Inception) to December 31, 2010 (Successor); and for the period from January 1, 2010 to December 15, 2010 (Predecessor); and for the year ended December 31, 2009 (Predecessor)		F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-6

	Successor Company December 31, 2010			Predecessor Company December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	55,852		$	3,342
Accounts receivable		23,376			3,112
Inventory		13,842			22,123
Prepaid expenses		9,215			-
Total current assets		102,285			28,577

Goodwill		62,193			-
Fixed assets, net of accumulated depreciation of $19,524 and $6,929, respectively		26,442			36,707
Refundable deposits		-			1,500
Total assets	$	190,920		$	66,784

LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)

Current liabilities:
Accounts payable and accrued liabilities	$	27,820		$	33,482
Notes payable		200,000			-
Total current liabilities		227,820			33,482
Total liabilities		227,820			33,482

Stockholders' equity (deficit):

COMITMENTS AND CONTINGENCIES (See Note 8)		-			-

Preferred stock, ($0.001 par value), 10,000,000 shares authorized and -0-issued and outstanding (successor); -0- shares authorized (predecessor)		-			-
Common stock, ($0.001 par value), 200,000,000 shares authorized and 10,000,000 shares issued and outstanding (successor); 100 shares authorized and outstanding (predecessor)		10,000			100
Additional paid-in capital		-			103,354
Accumulated deficit		(46,900	)		(70,152	)
Total stockholders' equity (deficit)		(36,900	)		33,302
Total liabilities and stockholders' equity (deficit)	$	190,920		$	66,784

	Preferred Shares		Common Shares		Par Amount ($0.001) (b)		Additional Paid-In Capital		Accumulated Deficit			Total
Balance at December 31, 2008
(Predecessor)		-		100	$	-	$	37.398	$	(18,371	)	$	19,027
Contribution to capital				-		-		66,056					66,056
Net loss		-		-		-				(51,781	)		(51,781	)
Balance at December 31, 2009 (Predecessor)				100		-		103,454		(70,152	)		33,302
Contribution to capital		-		-		-		66,103		-			66,103
Net loss		-		-		-		-		(106,418	)		(103,508	)
Balance at December 15, 2010 (Predecessor)		-		100	$	-	$	169,557	$	(176,570	)	$	(7,013	)

Balance at August 12, 2010 (Inception) ( Successor)		-		-	$	-	$	-	$	-		$	-
Shares issued for service		-		10,000,000		10,000		-		-			10,000
Net loss (a)		-		-		-		-		(46,900	)		(46,900	)
Balance at December 31, 2010 ( Successor)		-		10,000,000	$	10,000	$	-	$	(46,900	)	$	(36,900	)

Asset Description		Useful Lives

Equipment		3-7 years

Computers and electronic		3 years

Furniture and fixtures		3-7 years

	Amount
Cash	$	45,246
Accounts receivable		3,176
Property, plant and equipment		27,494
Inventory		14,373
Goodwill		62,193
Total assets acquired		152,482

Accounts payable assumed		52,482
Net assets acquired	$	100,000

	For the Period Ended December 31, 2010
	Historical Solar America Since Inception (August 12, 2010 to December 31, 2010)			Historical Solar n Stuff, Inc. for the period from January 1, 2010 to December 15, 2010			Pro-forma Adjustments		Pro-forma Condensed Combined
Revenues	$	47,392		$	376,214		$	-	$	423,606
Cost of sales		37,419			272,880			-		310,299
Gross profit (loss)		9,973			103,334			-		113,307
Operating expenses		(68,903	)		(218,909	)		-		(287,812	)
Other income		12,030			9,157			-		21,187
Net loss	$	(46,900	)	$	(106,418	)	$	-	$	(153,318	)

Net loss per share - basic and diluted	$	( 0.03	)						$	(0.85	)
Weighted average shares outstanding -basic and diluted		1,798,561								1,798,561

	Successor Company			Predecessor Company
	December 31,			December 31
	2010			2009
Deferred tax asset attributable to:
Net operating losses	$	64,269		$	24,449

Less: valuation allowance		(64,269	)		(24,449	)

Total	$	-			-

		Page

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010		F-1

Consolidated Statements of Operations for the three months ended March 31, 2011 (Successor); and for the three months ended March 31, 2010 (Predecessor)		F-2

Consolidated Statements of Cash Flows for the three months ended March 31, 2011 (Successor); and for the three months ended March 31, 2010 (Predecessor)		F-3

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-4

	Successor Company			Predecessor Company
	Three months ended March 31, 2011			Three months ended March 31, 2010
Revenues:
Product revenue	$	23,890		$	42,083
Service revenue		4,030			8,167
Total revenues		27,920			50,250

Cost of sales		17,872			44,051

Gross profit		10,048			6,199

Operating expenses:
Selling, general and administrative		136,949			42,715
Depreciation		3,157			3,230

Total operating expenses		140,106			45,945

Operating loss		(130,058	)		(39,746	)

Other expense:
Interest expense		(5,565	)		-

Total other expense		(5,565	)		-

Loss from continuing operations	$	(135,623	)	$	(39,746	)
Income tax provision		-			-
Net loss	$	(135,623	)	$	(39,746	)

Basic and diluted loss per share	$	(0.01	)	$	(397.46	)
Weighted average common shares outstanding		10,000,000			100

Securities and Exchange Commission Registration Fee	$	13.93
Audit Fees and Expenses	$	15,000.00
Legal Fees and Expenses	$	20,000.00
Transfer Agent and Registrar Fees and Expenses	$	500.00
Miscellaneous Expenses	$	500.00
Total	$	36,013.93

Exhibit No.		Description

3.1		Articles of Incorporation of Glacier Point Corp., dated August 12, 2010

3.2		Amendment to the Articles of Incorporation of Glacier Point Corp., to effectuate name change to Solar America Corp., dated December 6, 2010

3.3		Amended and Restated Articles of Incorporation of Solar America Corp., dated April 26, 2011

3.4		Bylaws of Glacier Point Corp., dated August 12, 2010

3.5		Amended and Restated Bylaws of Solar America Corp., dated April 4, 2011

4.1		Specimen Stock Certificate

4.2		Promissory Note, dated December 31, 2010, issued in favor of Infinite Funding, Inc.

4.3		Promissory Note, dated January 26, 2011, issued in favor of Infinite Funding, Inc.

4.4		Promissory Note, dated April 22, 2011, issued in favor of Infinite Funding, Inc.

5.1		Legal Opinion of Lucosky Brookman LLP*

10.1		Acquisition Agreement, dated December 16, 2010, by and between Solar America Corp. andTina Thomas, the selling shareholder of Solar N Stuff, Inc.

14.1		Code of Ethics

21.1		List of Subsidiaries

23.1		Consent of McConnell &Jones LLP

	SOLAR AMERICA CORP.

	By:	/s/ Brian Barrilleaux
		Name: Brian Barrilleaux
		Title: President, Chief Executive Officer and Chief Financial Officer, and Principal Accounting Officer

Signature	Title	Date

/s/ Brian Barrilleaux	President, Chief Executive Officer and Chief	June 24, 2011
Brian Barrilleaux	Financial Officer, and Principal Accounting Officer

/s/ Kellie A Moss	Corporate Secretary	June 24, 2011
Kellie A Moss


			INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT To the Board of Directors Solar America Corporation We hereby consent to the inclusion in this Registration Statement of Solar America Corporation on Form S-1 of our report dated June 22, 2011, with respect to our audit of the financial statements of Solar America Corporation as of December 31, 2010(which report expresses an unqualified opinion on those financial statements and includes an explanatory paragraph regarding the lack of comparability of successor and predecessor financial statements and the Company’s ability to continue as a going concern) appearing in the Prospectus which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in the Prospectus forming a part of the Registration Statement. /s/ McConnell and Jones, LLP Houston, Texas June 24, 2011
3040 Post Oak Blvd., Suite 1600 Houston, TX 77056 Phone: 713.968.1600 Fax: 713.968.1601 WWW.MCCONNELLJONES.COM