SOLAR & WIND NORTH AMERICA, INC.

A Solar and Wind Energy Project

Located in

Mohave County, Arizona

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OFFERING MEMORANDUM _______________________________________________

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

_____________________ (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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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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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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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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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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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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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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FOR IDAHO 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 UTAH SECURITIES LAWS. NEITHER THE SEC NOR THE UTAH STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE ARE SPECULATIVE SECURITIES. 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:

THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") AND THE PROVISIONS OF THE NEVADA SECURITIES LAWS. NEITHER THE SEC NOR THE NEVADA STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE ARE SPECULATIVE SECURITIES.

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:

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN 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 INDEFINITE PERIOD OF TIME.

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: 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. 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 INDEFINITE PERIOD OF TIME.

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FOR UTAH 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 UTAH SECURITIES LAWS. NEITHER THE SEC NOR THE UTAH STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE ARE SPECULATIVE SECURITIES.

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). T

he 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 STOCK O

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 ACRESRED 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): OWNER APN TOWNSHIP RANGE SECTION ACRESARIZONA ACREAGE, LLC 337-01-028 28N 18W 25 E ½ 320.00 ARIZONA ACREAGE, LLC 336-01-020 28N 17W 19 590.66 ARIZONA ACREAGE, LLC 336-01-016 28N 17W 33 631.60 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): OWNER APN TOWNSHIP RANGE SECTION ACRESSOLAR ARIZONA, LLC 329-01-042 27N 18W 19 628.96 SOLAR ARIZONA, LLC 329-01-042 27N 18W 21 640.00 SOLAR ARIZONA, LLC 329-01-042 27N 18W 29 640.00 SOLAR ARIZONA, LLC 329-01-042 27N 18W 31 630.96 SOLAR ARIZONA, LLC 329-02-011 27N 19W 25 640.00 SOLAR ARIZONA, LLC 329-02-011 27N 19W 27 640.00 SOLAR ARIZONA, LLC 329-02-011 27N 19W 29 640.00 SOLAR ARIZONA, LLC 329-02-011 27N 19W 31 628.80 SOLAR ARIZONA, LLC 337-02-011 27N 19W 33 640.00 SOLAR ARIZONA, LLC 329-02-005 27N 19W 35 40.00 SOLAR ARIZONA, LLC 329-02-011 27N 19W 35 560.00 SOLAR ARIZONA, LLC 329-02-004 27N 19W 35 40.00 ARIZONA ACREAGE, LLC 337-01-065 28N 18W 31 200.00 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.

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 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.

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 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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CERTAIN TRANSACTIONS

In connection with the organization of the Company, the initial shareholders contributed $3,600 cash to initially capitalize it in exchange for 9,000,000 shares of Common Stock.

CONFLICTS OF INTEREST

The discretion of our officers and directors, some of whom are also officers and/or directors of other companies, including Solar Arizona, LLC, Arizona Acreage, LLC, Pierce Ferry, LLC, and Red Lake Investments, LLC, (and together, the Affiliates) and various other entities owned by Leonard and Susan Mardian, may result in a conflict of interest. In particular, the Affiliates with which we intend to enter into the option agreements described above, and from which we intend to purchase the strategic acreage, has common owners and directors as us.

In order to minimize potential conflicts of interest that may arise from multiple corporate

affiliations, each of our directors and officers has agreed, to act in good faith to arrive at mutually acceptable outcomes as it relates to any conflict of interest. We have not established any procedures to ensure that our directors and officers observe these obligations. Some of our officers and directors have pre-existing fiduciary obligations to other businesses of which they are officers, directors or advisors. In the event of such pre-existing fiduciary obligations, such officer or director may recuse himself or herself from certain matters. There is no assurance that such conflicts will be resolved on a basis favorable to the Company.

Additionally, Sean Deson, the CEO and majority owner of Deson & Co. (the Company’s

exclusive financial advisor with respect to the placement of the shares herein), is also a founding shareholder of the Company. Sean Deson and Deson & Co. may have conflicts that arise due to Sean Deson’s ownership of the Company, and Deson & Co. acting as the placement agent for this offering.

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DESCRIPTION OF SECURITIES

COMMON STOCK We are authorized to issue 100,000,000 shares of common stock of which 9,000,000 shares are presently outstanding and 4,500,000 shares are reserved from authorized but unissued shares for issuance of shares in this offering (excluding the over-allotment option of 675,000 shares). The common stock to be issued on completion of the offering will be, when issued according to the terms of the offering, fully paid and non-assessable. The holders of common stock, including the shares issued in this offering, are entitled to equal dividends and distributions, per share, on the common stock when, as and if declared by the board of directors from funds legally available for that. No holder of shares of common stock has a pre-emptive right to subscribe for any securities, nor are any common shares subject to redemption or convertible into other securities. Upon liquidation, dissolution or winding up, and after payment of creditors and preferred stockholders, if any, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock. All shares of common stock now outstanding are fully paid, validly issued and non-assessable. Each share of common stock is entitled to one vote on the election of any director or any other matter upon which shareholders are required or permitted to vote. Holders of our common stock do not have cumulative voting rights, so that the holders of more than 50% of the combined shares voting for the election of directors may elect all of the directors, if they choose to do so and, in that event, the holders of the remaining shares will not be able to elect any members to the board of directors. Issuance of additional common stock in the future will reduce your proportionate ownership and voting power. Directors can issue additional common stock, without shareholder approval to the extent authorized. We are authorized to issue 100,000,000 shares of common stock and 9,000,000 shares of common stock are presently outstanding.

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FINANCIAL STATEMENTS INDEX

Unaudited Financial statements for the period from inception until August 10, 2008, are attached to this prospectus. Management believes there has been no substantial change in our financial position since the date of these most recent financial statements. Set forth below is an index of the financial statements: Page Income Statement 38 Balance Sheet 39 Notes to Financial Statements 40

ADDITIONAL INFORMATION Additional information will be made available upon request without charge by contacting the Company in writing at 9510 West Sahara Avenue, Las Vegas, NV 89117; our telephone number is (702) 385-2250.

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SOLAR & WIND NORTH AMERICA, INC. (A Development Stage Corporation)

INCOME STATEMENT

AUGUST 10, 2008 (Unaudited)

Revenues - Expenses Sales, general and administrative - Incorporation expense - Total Expenses - Net Income (Loss) -

See accompanying notes to financial statements

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SOLAR & WIND NORTH AMERICA, INC. (A Development Stage Corporation)

BALANCE SHEET AUGUST 10, 2008

(Unaudited)

Assets Cash $3,600.00 Account Receivable –– Total Assets $3,600.00 Liabilities Accrued Expenses -

Total Liabilities -

Stockholder’s Equity Accumulated Deficit - Additional Paid in Capital $2,700.00 Common Stock $0.0001 par value $900.00Stockholders' Equity $3,600.00 Total Liabilities and Stockholders’ Equity $3,600.00

See accompanying notes to financial statements

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SOLAR & WIND NORTH AMERICA, INC. (A Development Stage Corporation)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

AUGUST 10, 2008 1. FORMATION OF COMPANY Solar & Wind North America, Inc. (A development stage corporation) (the "Company"), was incorporated in the State of Nevada on July 11, 2008. The Company has just begun operations. 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”) (“Our Strategic Acreage”). 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, 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 solar energy development, and in certain areas, particularly well suited for wind energy production.

There is no assurance that any benefit will result from such activities. The Company will not receive any operating revenues until the commencement of operations, but will nevertheless continue to incur expenses until then. 2

. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. The financial statements are prepared on an accrual basis.

b. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reporting amount of assets and liabilities at the date of the financial statements and the reported amount of revenues nd expenses during the reported period. Actual results could differ from those estimates. a

c. Basic loss per share is computed using the weighted average number of outstanding common shares. Diluted per share amounts when applicable include the effect of dilutive common stock equivalents from the assumed exercise of options and warrants. 3. GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company incurred a loss of $0.00 for the period ended August 10, 2008. Additionally, the Company had a net working capital of only $3,600.00 for the same period. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan includes raising additional capital through the future sale of equity and ultimately developing a viable business. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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