10-12G/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10/A

(Second Amended)

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

RENEWABLE ENERGY AND POWER, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-0973270
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3395 W. Cheyenne Ave. #111

North Las Vegas, NV 89032

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (702) 294-0111

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.001 Par Value (Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

INDEX

Item #		Page #
1.	BUSINESS		4
2.	FINANCIAL INFORMATION		18
3.	PROPERTIES		21
4.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		22
5.	DIRECTORS AND EXECUTIVE OFFICERS		22
6.	EXECUTIVE COMPENSATION		26
7.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		27
8.	LEGAL PROCEEDINGS		27
9.	MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		27
10.	RECENT SALES OF UNREGISTERED SECURITIES		28
11.	DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED		29
12.	INDEMNIFICATION OF DIRECTORS AND OFFICERS		31
13.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		31
14.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		31
15.	FINANCIAL STATEMENTS AND EXHIBITS		31
SIGNATURES			33

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General

Neither the company or any officers, directors, or promoters or their affiliates intend for the company, once it is reporting, to be used as a vehicle for a private company to become a reporting company. We do not believe that the company is a blank check company, as defined under applicable SEC Rules and regulations, because it has no plans or intentions to engage in a merger or acquisition with an unidentified company, entity or person.

Our founders, promoters, affiliates, or named executive officers have contributed all of the funding to date for the company. In particular, MDI Inc. has funded the company as well as having been its only customer to date.

Attached as an exhibit to this filing are amended articles of incorporation authorizing the issuance of a total of 200,000,000 shares of common stock. These amended articles of incorporation were erroneously omitted from the original filing.

Company Statement

The company is responsible for the adequacy and accuracy of the disclosures in this filing. The company further understands that staff comments, and/or changes to the disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

There are statements in this registration statement that are not historical facts. Forward-looking statements are generally located in the material set forth under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Business” and “Properties” but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statement include, among others:

· our growth strategies;

· anticipated trends in our business;

· our ability to make or integrate acquisitions; our liquidity and ability to fiancé our operations, acquisition and development strategies;

· market conditions for each line of business;

· impact of government regulation;

· our financial position, business strategy and other plans and objectives for future operation.

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We identify forward-looking statements by use of terms such as “may”, “will”, ”expect”, “anticipate”, ”estimate”, “hope”, “plan”, ”believe”, ”predict”, “envision”, “intent”, “will”, “continue”, “potential”, “should”, “confidant”, “could”, and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements. You should consider carefully the statements under the “Risk Factors” section of this report and other sections of this report which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.

Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulations, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

ITEM 1. BUSINESS.

History of the organization

Renewable Energy and Power, Inc. (REAP) was incorporated on October 15, 2012, under the laws of the State of Nevada, for the purpose of conducting all legal business.

The Company is engaged in the business of new and retrofit applications for LED lighting and innovative solar electrical generation. The LED products will lower the use of electrical power, lower maintenance costs for users and extend the useful life of lighting fixtures.

The solar process will greatly increase the conversion of heat to electricity, and is patterned after multi-junction solar cell technology that has been used in space exploration for many years.

Citation from Wikipedia: Solar Panels on Spacecraft

Gallium arsenide-based solar cells are typically favored over silicon in industry, because they have a higher efficiency. The most efficient solar cells currently in production are multi-junction cells. These use a combination of several layers of both gallium arsenide and silicon to capture the largest spectrum of light possible. Leading edge multi-junction cells are capable of nearly 29% efficiency under ideal conditions.[5] 

(5) Cost Performance of Multi-Junction, Gallium Arsenide, and Silicon Solar Cells on Spacecraft.

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Company Overview

Mission Statement of Renewable Energy and Power Inc.: Provide investors withproducts expanding markets.

Renewable Energy and Power Inc. provides Renewable Energy that is competitive with fossil fuels by employing proprietary new technologies, and combining them with existing solar and wind power generation and LED lighting.

Renewable Energy and Power is a combination of two synergistic, wholly-owned operating divisions:

1.   Solar Hybrid (Sol-Hy)

2.   LED Lites USA

These two divisions operating together within REAP create a synergistic effect for providing green energy. Both companies function in international markets that are in vigorous growth stages with long-term prospects, the solar components driven by federal and state legislation with tax incentives.

Solar Hybrid (Sol-Hy)

The primary technology of Solar Hybrid, trade name Sol-Hy, is in solar energy concentration and conversion to electricity. A proprietary holographic lens structure, optical light guide, multi-junction semiconductor, and licensing of patented interconnect technology enables Sol-Hy to offer far more efficient collection of solar energy than existing conventional technologies. These patented processes increasesolar cell interconnect reliability, providing higher electrical efficiency and significant production cost savings while conserving expensive semiconductor materials. The company has licensed a number of patents for this process, and will file proprietary patents on developing technology as well as trademarks, trade names and copyrights.

Sol-Hy’s competitive advantages in this field include:

· A patentable multi-junction solar panel that outputs twice the power in the same amount of space as multicrystalline silicon solar panel competitors. The core technology has been proven for years in space satellites and is now ready for wide-spread general power generation. Solar cell efficiencies vary from 6% for amorphous silicon-based solar cells to 44.0% with multiple-junction production cells and 44.4% with multiple dies assembled into a hybrid package.[11][12] Solar cell energy conversion efficiencies for commercially available multicrystalline Si solar cells are around 14-19%.

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· The protection of patent Licenses in the United States and other countries with many more patents pending. The foundational intellectual property is protected and will continue to be built upon to maintain a competitive edge.

· U.S. Patent Number 7,215,025

A chip scale package structure formed by adhering a glass sheet having a pattern of holes matching a pattern of bond pads on a

· U.S. Patent Number 7,205,635

A wafer scale semiconductor integrated circuit packaging technique provides a hermetic seal for the individual integrated circuit die formed as part of the wafer

· U.S. Patent Number 7,205,181

A wafer scale semiconductor integrated circuit packaging technique provides a hermetic seal for the individual integrated circuit die formed as part of the wafer

· U.S. Patent Number 6,982,475

A wafer scale semiconductor integrated circuit packaging technique provides a hermetic seal for the individual integrated circuit die formed as part of the wafer

· U.S. Patent Number 6,753,208

A chip scale package structure formed by adhering a glass sheet having a pattern of holes matching a pattern of bond pads

The key to Solar Hybrid’s success will be the performance and reliability of its panels. All of our products and their components have been rigorously tested to stringent industry standards. Our products meet or exceed reliability and life-cycle viability for industry approval under the Energy Starr criteria, however these products have not been tested or approved by the authorized agencies at this time. Certification by Underwriter Labs (UL) and other certification organizations are in process and the corporate ground work for ISO 9001:2008 and ISO 14001:2004 certifications are underway. These certification guarantees and underwriting will allow worldwide product distribution and installation once completed. Time for initial completion of UL and ISO is currently set for 2015.

LED Lites USA

LED Lites USA is in the business of producing and marketing LED (Light Emitting Diode) light fixtures and components for both the residential and commercial markets. LED lighting is a green technology that consumes far less energy and requires much less maintenance than competing lighting technologies, making it highly competitive for both retrofit and new lighting systems.

Federal and State Legislation and Federal and State Tax Benefits are driving the LED lighting market not just in the United States but all over the world.

Federal Legislation includes the Energy Independence and Security Act of 2007 passed December 2007, confirmed July 15, 2011, will require phasing out low efficiency incandescent lighting starting in the year 2012 in favor of CFL (Compact Fluorescent Light) bulbs and other high Lumen per Watt technologies. But CFL is at best an interim solution, far less efficient and more toxic (using mercury) than LED lighting which can be expected to be the lighting of choice as costs come down with the expansion of the market.

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The federal Energy Policy Act of 2005offers tax incentives to energy-efficient commercial buildings. Any building that can cut its lighting power density by 25-50 percent is eligible to receive a tax reduction of 60 cents per square foot. By converting to LED bulbs, companies can reduce their light electric output by 80 percent. Not only do LED users see immediate reductions in their energy bills, they also receive government endorsed tax incentives for making their buildings more energy efficient.

 LED Lites USA is:

LED Lites USA has its background in power supply technology and thermal management having been a spin-off of Multichip Display, Inc. in late 2009. For more than 20 years, Multichip Display and its’ predecessor Multichip Assembly has engineered and manufactured power supplies and electronic circuits for demanding military and commercial applications. These power supplies use multi-output switchers, linear and ferro-resonant topologies for the aerospace, defense, telecom, networking and industrial markets, in both custom and standard (VME, PCI, etc.) form factors. This relationship alone gives LED Lites USA a huge advantage in the LED light fixture marketplace, already documented in LED Lites USA Energy Star testing where its fixtures exceeded the efficiency requirements by over 90% - 80 lumens/watt required; 140 lumens/watt achieved.

Major customers of Multichip Display include Lockheed Martin Corporation, the Federal Aviation Administration, General Dynamics, The Boeing Company, Lightwave Communications, Photo-Etch, Raytheon, NASA, Symbol Technologies and the U.S. Army, Air Force and Navy.

The key to LED Lites USA’s success will be the performance and reliability of our light fixtures.

LED Lites USA will both leverage the technology of suppliers and develop technologies and intellectual properties of its own. Hundreds of millions of dollars have already been invested by component suppliers, for example in the LED chips themselves. Although, LED Lites USA has the flexibility to use several different suppliers of LED chips, they have developed special pricing contracts with primary suppliers. Flexibility of design will protect us from becoming someone else’s captive customer with high pricing.

LED Lites USA’s vision is to become a market leader in LED light fixtures for both the retro-fit and new building sectors. LED Lites USA will utilize its superior knowledge in the field of power supplies and thermal management as well as its modular design technology to be a leader the LED revolution in the commercial lighting industry. By using a combination of partnerships with established corporations, green building groups and relationships it will build with federal, state and local governments, LED Lites USA is poised to become synonymous with the term "LED light fixture." This seamless integration into the mainstream consciousness of American builders, architects and engineers will solidify LED Lites USA as the clear market leader in the LED commercial light fixture segment.

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LED Lites USA uses state-of-the-art patented and patent application products/components and overall technology structures to overcome all the traditional cost obstacles. Our technology dramatically improves LED light fixture energy conversion efficiency and significantly lowers the levelized cost of energy more than anything available anywhere in the world.

Our unique design approach gives LED Lites USA a platform for the Sun Harvesting, Motion Detection and light level selection options. Sun Harvesting provides energy savings through the sensing of ambient light conditions to reduce power on fixtures located near windows or other well illuminated areas, while maintaining full light intensity on other fixtures in the same room. Motion Detection adjusts the light intensity to Light Level Selected intensity (reduced levels) when no motion is detected in the room

LED Lites USA will use its core skills in thermal management, system packaging and manufacturing to develop and advance technology for two key purposes:

· To develop product solutions that maintain a leadership position over its competitors based upon superior cost-benefit to its customers, as well as greater product functionality.

· To drive down unit cost while maintaining the key domestic work-force through the advancement of manufacturing and assembly technology and processes.

Federal Legislation

The new energy bill (passed December 2007, confirmed July 15, 2011) will begin phasing out sales of incandescent lighting beginning in 2012.

Tax incentives

The federal Energy Policy Act of 2005 offers tax incentives to energy-efficient commercial buildings. Any building that can cut its lighting power density by 25-50 percent is eligible to receive a tax reduction of 60 cents per square foot. By converting to LED bulbs, companies can reduce their light electric output by 80 percent. Not only do LED users see immediate reductions in their energy bills, they also receive government endorsed tax incentives for making their buildings more energy efficient.

"LED lighting is 70-80% more efficient than traditional lighting and can create some very dramatic lighting effects,” states Roger Hale, energy consultant and owner of Commercial LED Lighting in Florida, "but the real asset of LED technology is the length of time these lights last." "Conservatively, we estimate that LED lights will last for at least 12 to 15 years, giving them a clear advantage over halogen and compact fluorescent lighting, (CFL)".

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Aspects of a Reporting Company

There are certain perceived benefits to being a reporting company. These are commonly thought to include the following:

· increased visibility in the financial community;

· compliance with a requirement for admission to quotation on the OTC Bulletin Board or on the Nasdaq Capital Market;

· the facilitation of borrowing from financial institutions;

· increased valuation;

· greater ease in raising capital;

· compensation of key employees through stock options for which there may be a market valuation; enhanced corporate image.

There are also certain perceived disadvantages to being a reporting company. These are commonly thought to include the following:

· requirement for audited financial statements;

· required publication of corporate information;

· required filings of periodic and episodic reports with the Securities and Exchange Commission;

· increased rules and regulations governing management, corporate activities and shareholder relations.

Neither the issuer nor any predecessor has been in bankruptcy, receivership or any similar proceeding. The Issuer has not had its securities delisted by any securities exchange or deletion from the OTC Bulletin Board nor has there been any current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past, or pending trading suspensions by a securities regulator.

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For the prior twelve months period ending September 30, 2013 and as of the date of this filing:

· our fiscal year-end is September 30,

· we have never been in bankruptcy, receivership or a similar proceeding,

· we are not currently in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring us to make payments,

· we have not had any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets other than mentioned above,

· we do not currently have a pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization,

· we have never been delisted by any securities exchange, and

· we do not have any current, past, pending or threatened legal proceedings or administration actions either by or against the Company that could have an effect on our business, financial condition, or operations and any current, past or pending trading suspensions by a securities regulator.

B. Business of Issuer

Since inception, the Company has never been a shell company as defined by Securities Act Rule 405. The Company’s primary and secondary SIC codes are 7600 (Miscellaneous Repair Services) and 3690 (Electrical Machinery, Equipment and Supplies).The Issuer is currently conducting operations in the electrical energy conservation industries. Sales and manufacturing are currently in the Led light market, focusing on products not requiring Underwriters Laboratories (UL) or Energy Star certification.

Renewable power generation equipment using solar, wind and thermal energy sources is in the developmental stage with designs and equipment awaiting certification. Implementation requires additional capital for tooling and certification by UL and other agencies before sales of the various designs and production products can be initiated. For a more detailed discussion on this, refer to: Item XVI- Management's Discussion and Analysis or Plan of Operation.

Total number of employees and number of full time employees

There are eight employees and all are full time.

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ITEM 1A. RISK FACTORS

MDI, Inc. has been the sole revenue generating customer since inception, October 15, 2012 and this reliance extended through September 30, 2013 and substantial reliance for revenue continued through March 31, 2014. If the agreement with MDI, Inc. were to be allowed to expire the company would have no readily available revenue from which to pay the corporate operating expenses and the company would probably not survive any adverse action from MDI, Inc.

The Company has a limited operating history in the industries. The Company currently has limited revenues, has a shortage of funds to satisfy operating expenses, and is not currently able to generate sufficient cash flow to cover operating expenses. The company will require a minimum of one-million ($1,000,000) dollars in financing during the coming fiscal year. Our most likely source of this financing is by sale of our common stock. The present time there is no agreement in place to obtain such financing.

The Company's financial statements have been presented on the basis that it is a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Without expansion, the Company most likely will continue to experience modest growth with limited results, but it may not be able to implement its planned growth and expansion. The Company is presently working on efforts to raise capital and management believes such funds will be raised.

An investment in the Company involves a number of significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating the Company and its business prior to purchasing shares of Common Stock. The Company’s business, operating results, and financial condition could be impacted or harmed due to any of the following risks. The risks described below are all of the potential risks of which we are currently aware. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

Competition

If the Company is successful in its fundraising efforts, then it will be directly in competition with much larger, better funded and successful companies in each line of its business. If the Company cannot find an area of business in which it can compete, it will not be successful and may never generate sufficient revenues and profits to carry on a successful business.

Regulation

Regulations are changed almost from day to day in all business organizations. The burden of regulation from federal, state and local entities is a fact of life and will be a burden to any ongoing business. LED lighting products require UL certification and current products are designed to be UL listed but have not undergone the UL Listing process at this time. In some cases these products will need the approval of local regulatory agencies such as Fire Marshal and building code controls, these certifications can delay sales and realization of revenues. Solar products also require UL Listing and these products will require UL Listing tests prior to being sold to USA based customers. Foreign sales of both products may require CE certification depending on the country in which they are sold.

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Risks Related to our Business

Because we have a limited operating history, you may not be able to evaluate our operations accurately.

The Company has had limited operations to date and has generated limited revenue. Therefore, the Company has a limited operating history upon which to evaluate the merits of investing in the Company. Because the Company is in the early stages of operating our business, it is subject to many of the same risks inherent in the operation of a business with a limited operating history.

The Company needs additional financing.

The Company has generated limited revenue and is primarily dependent on the availability of financing in order to continue its business. There can be no assurance that financing sufficient to enable us to continue operations and construct new facilities will be available in the near future. The Company’s failure to obtain future financing or to produce levels of revenue to meet our financial needs could result in its inability to continue as a going concern and, as a result, investors in the Company could lose their entire investment. The Company will require approximately one million ($1,000,000) dollars in financing for operation in the next twelve months.

If the Company fails to adequately manage the size of the business, it could have a severe negative effect on the Company’s financial results or stock price.

The Company believes that in order to be successful it must appropriately manage the size of its business. This may mean reducing costs and overhead in certain economic periods and selectively growing in periods of economic expansion. In addition, the Company will be required to implement operational, financial and management information procedures and controls that are efficient and appropriate for the size and scope of operations. The management skills and systems currently in place may not be adequate and the Company may not be able to manage any significant cost reductions or effectively provide for growth.

If we fail to attract and retain qualified senior executive and key technical personnel, our business will not be able to expand.

We are dependent on the continued availability of the services of our management team and other key employees, many of whom are vital to the Company's future success, and the availability of new employees to implement our business plan. The market for skilled employees is highly competitive, especially for employees in technical fields. Although our compensation programs are intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

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Our personnel may voluntarily terminate their relationship with us at any time and competition for qualified personnel, especially technical engineers, is intense. The process of locating additional personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.

If we lose the services of key personnel, or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results and stock price. In addition, there is intense competition for highly qualified engineering and marketing personnel in the industry that we operate. The loss of the services of any key engineering, marketing or other personnel or our failure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our business, operating and financial results and stock price.

We depend upon our senior management and their loss or unavailability could put us at a competitive disadvantage.

Our success depends largely on the skills of certain key management, including Donald M. MacIntyre (the Company's Chairman, President and Chief Executive Officer), Dr. Richard Chicotka (the Company's Manager of Operations) and Dr. Jonathan Melman (the Company's Manager of R&D). The loss of the services of any or all of these individuals could materially harm our business because of the cost and time necessary to replace and train a replacement. Such a loss would also divert management’s attention away from operational issues.

Adverse changes or interruptions in our relationships with third parties could affect our business operations and impair the quality of our service and reduce our revenues.

Although our business is dependent with a third party, as discussed on page 10, all of the relationships we have are freely terminable upon notice. We cannot assure you that our arrangements with third parties will remain in effect or that any of these third parties will continue to supply us with the same level of access to inventory and/or financing in the future. If access to inventory and/or financing is affected, or our ability to obtain inventory on favorable economic terms is diminished, it may reduce our revenues. Our failure to establish and maintain representative relationships for any reason could negatively influence our systems and reduce our revenues.

Potential and evolving government regulation could impose taxes or other burdens on our business that could increase our costs or the demand for our services.

Increased regulation regarding the industry could increase the cost of our doing business or otherwise reduce our sales and revenues. Additionally, changing laws, rules and regulations, and legal uncertainties may adversely affect our business, financial condition, and results of operations. Our business, financial condition, and results of operations could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and our business, including those relating to energy and waste disposal.

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Risks Related to our Stockholders and Shares of Common Stock

Trading on the Pink Sheets may be volatile and sporadic, which could depress the market price of our Common Stock and make it difficult for our stockholders to resell their shares.

Trading in stocks quoted on the Pink Sheets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a Company’s operations or business prospects. This volatility could depress the market price of our Common Stock for reasons unrelated to our business or operating performance. Moreover, the Pink Sheets is not a stock exchange, and trading of securities on the Pink Sheets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the American Stock Exchange. Accordingly, stockholders may have difficulty reselling any of their shares of Common Stock. The Company is not presently listed on any recognized exchange or listing service, and must apply for such listing after the effective date of this registration statement.

Our Common Stock price may be volatile and could fluctuate widely in price which could result in substantial losses for investors. Our stock is not presently traded or listed on any recognized exchanged

The market price, when listed, of our Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

· technological innovations by competitors;

· governmental regulation of our products and services;

· additions or departures of key personnel;

· decline in demand for our Common Stock;

· our ability to integrate operations, technology, products and services;

· our ability to execute our business plan;

· operating results below expectations;

· loss of any strategic relationships;

· industry developments;

· lack of funding generated for operations;

· investor perception of our industry or our prospects;

· general economic trends and other external factors; and

· period-to-period fluctuations in our financial results.

Because we have had limited revenues to date, you should consider any one of these factors to be material. Our stock price, when listed may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. The future market price of our Common Stock may be materially and adversely affected by these market fluctuations.

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We have not paid cash dividends in the past and do not expect to pay cash dividends in the future on our Common Stock. Any return on investment may be limited to the value of our Common Stock.

We have never paid cash dividends on our Common Stock and do not anticipate paying cash dividends in the near future. The payment of cash dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors at such time as the board of directors may consider relevant. If we do not pay cash dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

Because five of our executive officers and directors maintain ownership of up to 58.5% of the outstanding shares of the Common Stock of the Company, they will control our operations.

Donald MacIntyre (our Chairman, President and Chief Executive Officer) and four other officer and directors own an aggregate of 58.5 % of the outstanding shares of the Common Stock of the Company. As a result of this ownership, they will be able to elect all of our directors and entirely control our operations. If their decisions are incorrect or if the Company cannot raise sufficient operating capital or sustain itself on its remaining revenues, we could go out of business and you would lose your investment.

We intend to apply in the future to have our stock quoted on the OTC Bulletin Board, however, until such application is approved, our Common Stock will be traded on the Pink Sheets. Further, current penny stock regulations may impose certain restrictions on marketability of our stock.

Until such time in the future that our application to be listed on the OTC Bulletin Board is approved, our Common Stock will be traded on the Pink Sheets under the symbol “REAP.” The Pink Sheets is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges which may cause difficulty in conducting trades and difficulty in obtaining future financing.

Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock rules apply to non-NASDAQ companies whose Common Stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade “penny stock" because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules," investors will find it more difficult to dispose of our securities. Further, for companies whose securities are traded in the Pink Sheets, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services such as the Dow Jones News Service generally do not publish press releases about such companies, and (iii) to obtain needed capital.

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A sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

The market price of our Common Stock could decline because of sales of substantial amounts of our Common Stock in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of Common Stock.

We have historically experienced losses in our operations. If we are unable to reverse this trend, we may be forced to cease operations.

During the six months ended March 31, 2014, we experienced a net loss of $108,605. Our operating results for future periods will include significant expenses, including developmental expenses, the building of new facilities, potential marketing costs, professional fees and administrative expenses, and will be subject to numerous uncertainties. As a result, we are unable to predict whether when we will achieve profitability in the future, or at all.

We have limited working capital as of March 31. 2014 but will face significant capital requirements in the future. Since we may incur losses in the future until we are able to generate sufficient revenues to offset our expenses, investors may be unable to sell our shares at a profit or at all.

We had a net loss of $213,017 for the initial year of our existence ended September 30, 2013, and had an additional loss of $108,605 for the six months ended March 31, 2014. Because we have not yet achieved or acquired sufficient operating capital and given these financial results together with our expected cash requirements in our immediate future, additional capital investments will be necessary to develop and sustain our operations.

We may be unsuccessful in our attempts to raise sufficient capital to fund our plans.

We continue to incur operating expenses, including salaries, but we have not yet obtained sufficient financing to effectively carry out our plans nor have we received sufficient operating revenues to support our human and equipment infrastructures. Until such time that we are successful in obtaining additional financing or achieve sufficient operating revenues to carry out our business strategy, there is significant risk that our business operations may be materially impaired.

Additional issuances of equity securities may result in dilution to our existing stockholders.

Our Articles of Incorporation authorize the issuance of 200,000,000 shares of Common Stock may deter or delay changes in management. The Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our Common Stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. Because of such dilution, proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.

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In addition, as we procure additional financing and acquire additional business assets, we will potentially grant shares, as well as warrants and stock options, to the financiers. To the extent that additional shares are issued, notes are converted, and stock options and warrants are exercised, the shares that are issued may result in an oversupply of shares and an undersupply of purchasers, thereby diluting the market for our shares. There are no agreements in place to secure such financing at the present time.

Our notes to our unaudited financials for the fiscal year ended September 30, 2013 includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.

The notes accompanying our September 30, 2013 audited financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that the Company will continue as a going concern." Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders may be materially and adversely affected.

If we fail to establish and maintain an effective system of internal controls over financial reports, we may not be able to accurately report our financial results or prevent fraud and this could adversely affect our operating results.

We may not be able to establish or maintain adequate internal controls over financial reporting. Due to lack of historical operating data, many of our internal controls and reporting systems are being designed as our business model develops. We rely on existing reporting systems that may have been implemented for different business models and may not function as intended. We are currently taking steps to strengthen our internal controls, we cannot be certain these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. We also cannot be certain that the interim REAPs we have taken, pending full implementation of these measures, to preserve our ability to accurately record, process, and summarize financial data and prepare our financial statements and reporting, will be effective. Many of these interim steps are time and labor intensive and rely on manual procedures, which makes them difficult to maintain for an extended period and increases the risk of errors. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

Moreover, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, should we become a reporting company responsible to file financial statements with the SEC, we may be required at some point to furnish a report by our management on our internal control over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting, including a statement as to whether our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. Such report will also contain a statement that our auditors have issued an attestation report on management’s assessment of such internal controls.

When appropriate, we will perform a system and process documentation and evaluation needed to comply with Section 404, which is both costly and challenging. Management may identify one or more material weaknesses in our internal control over financial reporting. If such occurs, we will be unable to assert such internal control is effective. If we are unable to assert that our internal controls over financial reporting are effective (or if our auditors are unable to attest that our management's report is fairly stated or they are unable to express an opinion on our management's evaluation or on the effectiveness of the internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which in turn could have an adverse effect on our stock price.

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ITEM 2. FINANCIAL INFORMATION

The following discussion should be read in conjunction with the Financial Statements of the Company and notes thereto included elsewhere in this Registration Statement.

Forward Looking Statements

The following information specifies certain forward-looking statements of the management of the Company. Forward looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information statement have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Such forward-looking statements include statements regarding our anticipated financial and operating results, our liquidity, goals and plans. All forward-looking statements in this Registration Statement are based on information available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.

All forward-looking statements in this Registration Statement are based on information available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.

Overview

We are an innovator and leading provider of LED lighting technology. We design, develop, manufacture and market advanced illumination products that exclusively use LED AS THEIR LIGHT SOURCE. Our products include LED base retrofit lamps used in existing light fixtures as well as purpose-built LED bas light fixtures. Our lamps and fixtures are used for many common indoor and outdoor commercial, and industrial lighting applications and include LED lighting technology with light and color tuned to achieve specific biological effects. Our LED lamps are widely used in aircraft cockpits.

Our strategic plan for the next three years consists of creating strong digital lighting brands for commercial and industrial markets. We believe that developing innovative brands will deliver strong financial returns and a more loyal user base that is less price sensitive.

In addition as financing and market conditions allow we will begin to manufacture and market our innovative solar technology, specializing in large solar installations to deliver electric power to the power grid.

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Basis of Presentation of Financial Information

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At March 31, 2014, the Company had an accumulated deficit of $321,622, and for the six months ended March 31, 2014, incurred net losses of $108,605. Management expects that the Company will need to raise additional capital to sustain operations until such time as the Company can achieve profitability through sales of its products. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Liquidity and Capital Resources

Liquidity is measured by our ability to secure enough cash to meet our contractual and operating needs as they arise. We do not anticipate generating sufficient net positive cash flows from our operations to fund the next twelve months. Our cash flows from financing activities were primarily derived from the sale of common stock sold pursuant to a private placement. We had cash of $80 at September 30, 2013.

Our cash reserves will not be sufficient to meet our operational needs and we need to raise additional capital to pay for our operational expenses and provide for capital expenditures. Above the basic operational expenses, which are estimated at $17,000 per month. If we are not able to raise additional working capital, we may have to cease operations altogether.

For the period from October 15, 2012 (Inception) through September 30, 2013, we had net cash used in operating activities of ($14,290). For the period from October 15, 2012 (Inception) through September 30, 2013, we had net cash provided by financing activities of $14,370. We issued a total of 2,020,000 shares of common stock for cash during the period from October 15, 2012 (Inception) through September 30, 2013, which generated $14,370 in proceeds.

Stock Issued for Services

When accounting for stock-based transactions with non-employees, the Company follows the requirements of ASC 505-50-05-5. The pronouncement requires all non-employee transactions, in which goods or services are the consideration received in exchange for equity instruments, to be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

The Company’s common stock was not publically traded during the period from October 15, 2012 (Inception) through September 30, 2013. The Company sold common stock for cash to one individual during the period from October 15, 2012 (Inception) to September 30, 2013 and determined that this transaction was not sufficient to support the fair market value of the common stock. During the period from October 15, 2012 (Inception) through September 30, 2013, the Company used the fair value of the value of the consideration received issued to determine the cost of all stock issued for services.

During the period from October 15, 2012 (Inception) through September 30, 2013, the Company issued 1,161,720 shares of common stock were valued at $116,172 for consulting services.

Results of Operations

For the period from October 15, 2012 (Inception) through September 30, 2013

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Revenues

For the period from October 15, 2012 (inception) through September 30, 2013, the Company had revenues of $327,080 from MDI, a related party.

Cost of sales

For the period from October 15, 2012 (inception) through September 30, 2013, the Company had cost of sales of $261,717. Included in cost of sales are materials costs of $151,988 which were purchased from MDI, a related party.

Operating Expenses

Operating expenses totaled $278,380 for the period from October 15, 2012 (Inception) through September 30, 2013. We anticipate that certain operating expenses will continue to increase for fiscal year 2014 as we continue to develop our products and build our infrastructure.

General and administrative expenses totaled $53,621 for the period from October 15, 2012 (Inception) through September 30, 2013. These expenses included utilities, rent expense, and office expenses.

Depreciation and amortization expenses were $40,921 and $45,833, respectively, for the period from October 15, 2012 (Inception) through September 30, 2013 which relate primarily to the depreciation of equipment and the amortization of intangibles.

Consultants expense totaled $119,672 for the period from October 15, 2012 (Inception) through September 30, 2013. The Company paid for the majority of the consulting fees through the issuance of 1,161,720 shares of common stock valued at $116,172.

Off-Balance Sheet Arrangements

During the period from October 15, 2012 (Inception) through September 30, 2013, we did not engage in any off balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.

Plan of Operation

Solar Hybrid

Solar Hybrid will initially participate as a contractor for solar farms in the US and Mexico, with the intent to generate revenue to assist in the development and manufacturing process of our panels. Solar Hybrid will install commercially available silicon panels on these farms until the Solar Hybrid panels have passed UL approval. We are presently in negotiations with five potential sites for solar farms in the range of 7 to 10 Mega Watts each. One sales and engineering strategy is to work with the developers of wind farms, solar farms and integrated solar/wind farms, maximizing overall power output.

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These farms may utilize conventional panels, Solar Hybrid panels, or a combination of both types of panels. The revenue generated from the development of these farms will assist in funding the manufacturing efforts for the Sol-Hy panels, in addition to improving Solar Hybrid’s timeline to profitability. This strategy will yield both reliability data and engineering feedback, while demonstrating to potential customers the advantages of the Sol-Hy products.

Solar farms need to maximize power per acre of land. This power is typically fed directly into the grid. The ROI for the solar farm will be dramatically improved due to our increased power per unit area. Also, due to the patented lens technology on our panels, there is less need, (or no need) to use expensive tracking systems for solar farms. Sun light tracking system(s) will add between $1.50 to 2.00 per watt to the cost of the farm. A 5MWp farm will have to increase its cost by as much as $10M when implementing trackers. This cost could be eliminated by the use of the Sol-Hy panels

LED Lites USA

LED Lites USA has delivered lights for use on US Military installations. Our existing products meet EMI (Electro Magnetic Interference) standards which are established by the FCC and will be certified by, UL (Underwriters Laboratories). Our current products also meet EPA requirements (formerly administered by the DOE, Department of Energy) for Energy Star certification which is not required but without this certification, our products would not qualify for most Federal and State rebate programs. Our LED light fixtures exceed the Energy Star efficiency requirements.

Initial production is based in Las Vegas and has a distributor working to secure contracts from the major casinos and commercial accounts in the area. Past install of LED lights and new bids are currently in place to Planet Hollywood /Miracle Mile Mall for retrofit of fixtures to LED lights. National distribution is through a sales representative network spanning the nation, with a lead coordinator that worked for Cree Lighting in the LED lighting market.

A special line of products utilizing the technology purchased from Multichip Display Inc., employ’s thermal management vapor transport heat pipes to produce high intensity LED refitting of automobile dealership and airport lights. These applications require 1,000 watt light fixtures in an outdoor environment where thermal management is the key to long LED lifetime operation, guaranteed to be greater than five years through the use of the heat pipe technology.

ITEM 3. PROPERTIES.

The company presently subleases it Executive Offices and manufacturing space in North Las Vegas, Nevada. The total area of the premises is approximately 6,000 square feet of space.

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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this filing, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock, (ii) by each of our current directors and executive officers as identified herein, and (iii) all of the Company’s directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock and options, warrants, and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of the Company are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants, or convertible securities for the purpose of computingthe percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percentage Owned
Common Stock	Donald MacIntyre ( Chairman, President and CEO 3395 W. Cheyenne Ave. N. Las Vegas , NV 89032		40,420,000		54.239
Common Stock	Bruce Parsons (Chief Financial Officer) 3395 W. Cheyenne Ave. N. Las Vegas, NV 89032		533,360		0.716
Common Stock	Bruce MacIntyre (Secretary) 3395 W. Cheyenne Ave. N. Las Vegas, NV 89032		533,360		0.716
Common Stock	Alan Lipinski (VP Sales and Marketing) 3395 W. Cheyenne Ave. N. Las Vegas, NV 89032		100,000		0.134
Common Stock	Perry Barker 3395 W. Cheyenne Ave. N. Las Vegas, NV 89032		2,000,000		2.684
Common Stock	All Officers and Directors as a group (5 persons)		43,586,720		58.489

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

A.Officers and Directors

Our management team is comprised of enthusiastic, well educated, and motivated personnel having a combined experience of over 100 man years. We have collectively provided technical products and services, both domestically and internationally to the automotive, rail, space, aerospace, construction and service industries.

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Members of our Board of Directors serve until the next annual meeting of shareholders and until their successors are elected and qualified. Officers are appointed by and serve at the discretion of the Board of Directors. Our current officers and directors are:

Donald MacIntyre  Chairman, President, and Chief Executive Officer, Director

Richard Chicotka Chief Operations Manager

Jonathan Melman  Chief of Research and Development

Bruce Parsons  Chief Financial Officer and Treasurer

Alan Lipinski  Vice President Sales and marketing

Bruce MacIntyre  Director, Secretary

Donald MacIntyre – Chairman, President and Chief Executive Officer - over 30 years experience in the semiconductor and electronics industries Founder of a number of companies, piloting them through their early growth periods. CEO of several electronic companies with buy-outs by Black & Decker, Cypress Semiconductor and founder of Stars Microelectronics (Public Co) Thailand Ltd. University of Delaware,

BSME Northrop Institute of technology; over 14 patents in Semiconductor technology, Multiple patents in semiconductor equipment and process, awarded Silicon Valley Guru for technological achievement.

Feb 2006 to Oct 2012

President

Probe Array Corporation

3236 Scott Blvd

Santa Clara, CA 95054

Oct 2012 to present

CEO Renewable Energy and Power Inc.

3395 West Cheyenne Ave

North Las Vegas, NV 89032

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Richard Chicotka, PhD – Chief Operations Manager - over 20 years senior management experience and hands on experience in the semiconductor industry including lengthy experience with semiconductor material science, thin films, solar cell, chip packaging, product development, roll out of new technology manufacturing, research and development, semiconductor process engineering, wafer fabrication companies, thirty publications in the field of solid state semiconductor science and technology, five patents, four patents pending and 40 technical disclosures published in areas of semiconductor science and technology, several major IBM Outstanding Contribution Awards, three levels of IBM Invention Achievement Awards.

2008 to April 2014

Vice President Engineering and Operations

Solar Junction Inc.

Charcot Ave

San Jose, Ca 94134

Jonathan Melman, PhD – Manager of Research and Product Development - over 10 years experience in scientific research and semiconductor industry applications engineering, including developing novel remote phosphor lighting products, rare earth element containing materials for direct use and as materials precursors, catalysts and photocatalysts as part of the DOE’s Hydrogen Economy Centers of Excellence, biocompatible metal oxide nanoparticles, biodiesel processes, biomedical polymers, contributed to multiple start-up ventures as well as conducting research at Stanford, the University of Vermont, Rutgers, Florida State, and Northwestern, 4 issued patents, 12 published papers, and 2 invited talks, PhD in Rare Earth Chemistry from Rutgers, State University of New Jersey , BA in Chemistry from Northwestern University.

June 2008 to Nov 2013

Research Engineer

Intematix

46430 Fremont Blvd.

Fremont, CA 94538

Jan 2014 to present

Renewable Energy and Power Inc.

3395 West Cheyenne Ave

North Las Vegas, NV 89032

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Bruce Parsons – Chief Financial Officer and Treasurer – over 33 years experience in semiconductors as Program/Product/Sales/Marketing/Administration/Finance Mgr. at Fairchild, Signetics, Philips, LSI Logic, Best Electronics and Probe Array Corporation. Graduate of Stanford University.

May 2007 to Oct 2012

CFO and Operations Manager

Probe Array Corporation

3236 Scott Blvd

Santa Clara, CA 95054

Oct 2012 to present

CFO

Renewable Energy and Power Inc.

3395 West Cheyenne Ave

North Las Vegas, NV 89032

Alan Lipinski – VP Sales and Marketing– 20 years in international sales and marketing for EDA, Auto Test Equipment and Solar Energy at companies such as Computervision, GenRad, Fairchild, Daisy and Xslent Energy Technology.

Feb 2007 to May 2014

Sales Manager

Incentia Design Systems Inc.

2455 Augustine Dr, Suite 140

Santa Clara, CA 95054

Bruce MacIntyre – Secretary – Copy Editor for Big Eight accounting firms Touche-Ross and Coopers and Lybrand; Technical Writer and Marketing Director for semiconductor assembly firms Amedyne and Ling Electronics; partner in computer chip upgrade manufacturer Macmanco; B.A. from Boston University with Honors in English Language and Literature.

2008 to Sept 2010

Macy Call Center

13141 34th St N

Clearwater, FL 33762

Sept 2010 to Dec 2012

Independent Consultant

111 Ruby Cir

Brandon, FL 33510

Dec 2012 to present

Office Manager and Corporate Secretary

Renewable Energy and Power, Inc.

3395 west Cheyenne Ave.

North Las Vegas, NV 89032

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B.  Legal/Disciplinary History

During the past five years, none of our directors, executive officers or persons that may be deemed promoters is currently or have been involved in any legal proceeding concerning (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

C.  Disclosure of Family Relationships.

Donald MacIntyre our CEO and Bruce MacIntyre the corporate secretary are brothers. There are no other family relationships.

ITEM 6. EXECUTIVE COMPENSATION

The table below sets forth the compensation of our executive officers.

Name of Principal	Position	Year	Salary		Awards		Total
Donald MacIntyre	President	2013	$	42,000	$	0	$	42,000
		2014	$	19,500	$	0	$	19,500
Bruce MacIntyre	Secretary	2013	$	33,336	$	0	$	33,336
		2014	$	15,501	$	0	$	15,501
Bruce Parsons	CFO	2013	$	33,336	$	0	$	33,336
		2014	$	15,501	$	0	$	15,501

Company does not have stock option or pension plans.

Our directors are compensated as follows: the Company's Chairman and Secretary each receive $500 per meeting attended, directors each receive $350 per meeting attended, and any non-directors who are invited to attend a meeting receive $250 per meeting attended.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by REAP for the benefit of employees.

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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party relationships are shown below:

Donald MacIntyre is a related party due to the purchase by issuance of restricted common stock for assets. Mr. MacIntyre is President and CEO of the registrant and is the controlling shareholder owning 54% percent of the issued common stock of the registrant. The transaction with Mr. MacIntyre was approximately $400,000.00.

There are no promoters as part of this registrant. There are no parent company’s of this registrant

ITEM 8. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against REAP.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Price. Renewable Energy and Power, Inc. does not have a stock symbol on the OTC Markets. There is no organized trading market for REAP’S common stock as it is NOT listed on any stock exchange. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. There is no common stock or other equity subject to any outstanding options or warrants or any securities convertible into common stock of REAP nor is any common stock currently being publicly offered by REAP. At the time of this registration, some shares issued by REAO are available for sale pursuant to Rule 144 promulgated pursuant to the Rules and Regulations of the Securities and Exchange Commission and the requisite holding period has been met. Therefore these shareholders of REAP could offer their shares for sale pursuant to such rule.

(b) Holders. The issued and outstanding shares of the common stock of REAP were issued to shareholders in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.

(c) Dividends. REAP has not paid any dividends and has no plans to do so in the immediate future. REAP presently intends to retain all earnings, if any, for use in its business operations and accordingly, the Board of Directors does not anticipate declaring any dividends prior to a business combination. Dividends, if any, would be contingent upon REAP’S Revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends would be within the discretion of REAP's Board of Directors.

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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

All securities sold by us during the life of the Company were not registered under the Securities Act.

Unregistered securities were exchanged under a Note payable as previously mentioned in this filing. The conversion was effective on March 31, 2013, the date of the original note January 9, 2009. Persons receiving the common stock as follows:

Chad Sellers 1,000,000

J Exclusives Irrevocable Trust 3,000,000

Gerald P Zeilhofer 500,000

Sharlene Cruz 2,000,000

Algail LLC 500,000

James R. Ray 3,000,000

ML Capital Inc. 2,000,000

Thomas Nelson 3,000,000

Darlene Pyburn 3,000,000

Perry E. Barker II 2,000,000

James B. Worley 3,000,000

Charlotte Bugna 2,000,000

There was no cash received as this was a note payable conversion.

There were no promoters involved in this corporation.

All of these securities were issued under regulation D Rule 506.

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ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The authorized capital stock of REAP consists of 200,000,000 shares of common stock, par value $.0001 per share, of which there are issued and outstanding. There are no provisions for preferred stock, or any other class besides common stock to be issued.

The following statements relating to the capital stock set forth the material terms of the securities of REAP; however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the certificate of incorporation and the bylaws, copies of which are filed as exhibits to this registration statement.

Common Stock

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up of REAP, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Certain shares of stock are held by California State treasurer, issued under the laws of escheatment, such shares are presently not voting shares.

Holders of common stock have no preemptive rights to purchase the common stock of REAP. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

Preferred Stock

There is no preferred stock authorized for REAP.

Trading of Securities in Secondary Market

REAP’S Common stock does as yet trade on any markets or quotation services. After the effective date of this filing, and submission to FINRA for a stock symbol, the company may comply with the requirements for trading on the OTC Markets.com. As the company matures the following trading in secondary markets will become important.

In order to qualify for listing on the Nasdaq Capital Market, a company must have at least (i) net tangible assets of $4,000,000 or market capitalization of $50,000,000 or net income for two of the last three years of $750,000; (ii) public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300 round-lot shareholders and (vi) an operating history of one year or, if less than one year, $50,000,000 in market capitalization. For continued listing on the Nasdaq Capital Market, a company must have at least (i) net tangible assets of $2,000,000 or market capitalization of $35,000,000 or net income for two of the last three years of $500,000; (ii) a public float of 500,000 shares with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300 round-lot shareholders.

In order to have its securities quoted on the OTC Bulletin Board a company must (i) be a company that reports its current financial information to the Securities and Exchange Commission, banking regulators or insurance regulators; and (ii) have at least one market maker who completes and files a Form 211 with Regulation, Inc.

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The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements.

Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible. In general there is greatest liquidity for traded securities on the Nasdaq Capital Market, less on the OTC Bulletin Board, and least through quotation on the Pink Sheets. It is not possible to predict where, if at all, the securities of REAP will be traded following a business combination and qualification of its securities for trading.

The National Securities Market Improvement Act of 1996 limited the authority of states to impose restrictions upon resales of securities made pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file reports under Sections 13 or 15(d) of the Exchange Act. Upon effectiveness of this registration statement, REAP will be required to, and will, file reports under Section 13 of the Exchange Act. As a result, sales of REAP's common stock in the secondary market by the holders thereof may then be made pursuant to Section 4(1) of the Securities Act (sales other than by an issuer, underwriter or broker) without qualification under state securities acts. The resale of such shares may be subject to the holding period and other requirements of Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission.

From inception in 2012 thru the date of filing, the following shares were issued. These shares were all issued under an exemption to the Securities Act of 1933 as amended and certain shares were issued by conversion of a convertible debenture and these shares remain freely tradable. A regression table for the issuance of the stock is presented below:

Date	Event	Shares Issued		Total Outstanding
10/15/12	Initial Asset Purchase		40,000,00		40,000,00
10/31/12	Unregistered Stock Purchase		2,000,000		42,000,00
1/7/13	Equipment Purchase		6,365,000		48,365,00
3/21/13	Debt Conversion		25,000,00		73,365,00
6/28/13	In Lieu of Salaries		1,156,720		74,521,720

Transfer Agent

Management anticipates that Platinum Stock Transfer will continue to serve as transfer agent for the Company.

Additional Information

This registration statement and all other filings of REAP when made with the Securities and Exchange Commission may be viewed and downloaded at the Securities and Exchange Commission's website at www.sec.gov. REAP will be subject to the reporting requirements of the Securities Act of 1934 automatically 60 days after filing of this registration statement.

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ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The General Corporation Law of the State of Nevada provides that a certificate of incorporation may contain a provision eliminating the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Nevada or (iv) for any transaction from which the director derived an improper personal benefit. REAP's certificate of incorporation contains such a provision.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the company pursuant to the foregoing provisions, it is the opinion of the Securities and Exchange Commission that such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REAP is a smaller reporting company in accordance with Regulation S-X.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are no disagreements with the findings of its present accountants.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

Set forth below are the audited financial statements for REAP for the period ended September 30, 2013, and unaudited for the period ended March 31, 2014. The following financial statements are attached to this report and filed as a part thereof.

31

Renewable Energy and Power, Inc.

Financial Statements

and

Report of Independent Registered Public Accounting Firm

For the Period from Inception (October 15, 2012) through September 30, 2013

F-1

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-3
BALANCE SHEET	F-4
STATEMENT OF OPERATIONS	F-5
STATEMENT OF SHAREHOLDERS’ EQUITY	F-6
STATEMENT OF CASH FLOWS	F-7
NOTES TO FINANCIAL STATEMENTS	F-8

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Renewable Energy and Power, Inc.

We have audited the accompanying balance sheet of Renewable Energy and Power, Inc. (the “Company”) as of September 30, 2013 and the related statements of operations, shareholders’ equity and cash flows for the period October 15, 2012 (Inception) through September 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Renewable Energy and Power, Inc. at September 30, 2013 and the results of its operations and cash flows for the period October 15, 2012 (Inception) through September 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited revenues and has a working capital deficiency, both of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 4 to the financial statements, all of the Company’s accounts receivable at September 30, 2013 and revenues generated for the period from October 15, 2012 (Inception) through September 30, 2013 are due to transactions with Multichip Display, Inc., (MDI) a shareholder of the Company. Additionally, MDI is a significant vendor and also provides assembly labor.

/s/ Turner, Stone & Company, L.L.P.

Certified Public Accountants

Dallas, Texas

March 18, 2014

F-3

Renewable Energy and Power, Inc.

Balance Sheet

September 30, 2013

Assets
Current Assets:
Cash	$	80
Accounts receivable from MDI (Note 4)		327,080
Inventories		354,674
Total current assets		681,834
Property and equipment, net of accumulated depreciation of $40,921		409,579
Intangibles, net of accumulated amortization of $45,833		246,177
Other assets		5,000
	$	1,342,590
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable to MDI (Note 4)	$	402,656
Accounts payable to others		11,566
Accrued interest payable to shareholder		18,333
Total current liabilities		432,555
Convertible note payable to MDI (Note 4)		250,000
Total liabilities		682,555
Commitments and Contengencies
Shareholders' Equity:
Common stock, 200,000,000 shares authorized, par value $.001 per share, 74,521,720 shares issued and outstanding		74,522
Additional paid-in capital		798,530
Accumulated deficit		(213,017	)
Total shareholders' equity		660,035
	$	1,342,590

The accompanying notes are an integral part of these financial statements.

F-4

Renewable Energy and Power, Inc.

Statement of Operations

For the Period from October 15, 2012 (Inception) through September 30, 2013

Revenues	$	327,080
Cost of revenues:
Direct production costs		257,795
Inventory write-off		3,922
		261,717
Gross profit		65,363
Operating expenses:
General and administrative		53,621
Amortization		45,833
Depreciation		40,921
Consultants		119,672
Interest expense		18,333
		278,380
Loss from operations before federal income taxes (benefit)		(213,017	)
Federal income taxes (benefit)		-
Net loss	$	(213,017	)
Loss per share, basic and dilutive	$	(0.00	)
Weighted average shares outstanding		60,021,900

The accompanying notes are an integral part of these financial statements.

F-5

Renewable Energy and Power, Inc.

Statement of Shareholders' Equity

For the Period from October 15, 2012 (Inception) through September 30, 2013

					Excess Over		Accumulated
	Shares		Par Value		Par Value		Deficit			Total
Balance at October 15, 2012		-	$	-	$	-	$	-		$	-
Founding shares issued to initial shareholder group		42,010,000		42,010		-		-			42,010
Shares issued for cash to two initial shareholders		2,020,000		2,020		9,980		-			12,000
Cash donated by an initial shareholder		-		-		2,370		-			2,370
Conversion of convertible notes payable from MDI and an initial shareholder		29,330,000		29,330		658,670		-			688,000
Donated property and equipment		-		-		12,500					12,500
Shares issued for services		1,161,720		1,162		115,010		-			116,172
Net loss		-		-		-		(213,017	)		(213,017	)
Balance at September 30, 2013		74,521,720	$	74,522	$	798,530	$	(213,017	)	$	660,035

The accompanying notes are an integral part of these financial statements.

F-6

Renewable Energy and Power, Inc.

Statement of Cash Flows

For the Period from October 15, 2012 (Inception) through September 30, 2013

Cash flows from operating activities:
Net loss	$	(213,017	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		86,754
Consultants paid with stock		116,172
Changes in operating assets and liabilities:
Accounts receivable from MDI		(327,080	)
Inventories		(104,674	)
Other assets		(5,000	)
Accounts payable to MDI		402,656
Account payable to others		11,566
Accrued interest payable to shareholder		18,333
Net cash used in operating activities		(14,290	)
Cash flows from investing activities:		-
Cash flows from financing activities:
Cash received for common stock		14,370
Net cash provided by financing activities		14,370
Net increase in cash		80
Cash at beginning of period		-
Cash at end of period	$	80
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Property and equipment acquired for convertible note payable from MDI	$	438,000
Inventory acquired for convertible note payable from an initial shareholder	$	250,000
Conversion of convertible notes payable from MDI and an initial shareholder to equity	$	(688,000	)
Intangibles acquired from MDI for convertible note payable	$	250,000
Intangibles acquired for restricted common stock to initial shareholder group	$	42,010

The accompanying notes are an integral part of these financial statements.

F-7

Renewable Energy and Power, Inc.

Notes to Financial Statements

Note 1 – Nature of Business

Renewable Energy and Power (REAP or the Company) was incorporated on October 15, 2012, under the laws of the State of Nevada, for the purpose of conducting all legal business. The Company is engaged in the business of new and retrofit applications for LED lighting and innovative solar electrical generation. The LED products are designed to lower the use of electrical power, lower maintenance costs for users and extend the useful life of lighting fixtures. The solar process is designed to greatly increase the conversion of heat to electricity, and is patterned after technology that has been used in space exploration for many years.

Note 2 – Going Concern

These financial statements for the period ended September 30, 2013 were prepared assuming the Company will continue as a going concern. During our recent period ended September 30, 2013, the Company has incurred a net loss of $213,017. The Company will need to generate significant revenue in order to achieve profitability and may never become profitable.

The Company has begun principal operations and, as is common with a start-up company, the Company has had recurring losses during its early stage. The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenue sufficient to cover its operating costs and may not allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.

Note 3 – Summary of Significant Accounting Policies

Management estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition

The Company recognizes revenue from sales at the time the products are shipped, the price is determinable, the customers are invoiced and payment is reasonably assured. Invoices are due on a net 30 day basis.Shipping and handling costs are billed to customers and netted against shipping and handling expenses incurred by the Company, which are included in cost of revenues. All of the Company’s sales are to Multichip Display, Inc. (MDI), a shareholder of the Company. See Note 4.

F-8

Renewable Energy and Power, Inc.

Notes to Financial Statements

Cash and cash flows

For purposes of the statement of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term cash equivalent investments with original maturities at the date of purchase of less than three months. The Company maintains deposits in three financial institutions. At September 30, 2013, the Federal Deposit Insurance Corporation (FDIC) provided insurance coverage of up to $250,000, per depositor, per institution. At September 30, 2014, none of the Company’s cash and cash equivalents were in excess of federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks from excess deposits. None of the Company’s cash is restricted.

Accounts receivable

The Company grants credit, generally without collateral. The Company performs periodic credit evaluations of its customers’ financial condition and believes that its customer acceptance, billing and collection policies are adequate to minimize potential credit risk. The Company has not incurred any credit losses to date. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. The allowance for bad debt is $0 at September 30, 2013. Normal accounts receivable past due more than 30 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. All of the Company’s receivables are from MDI, a related party. See Note 4.

Inventories

Inventories are carried at the lower of cost (first-in, first-out, FIFO) or market (net realizable value) and include primarily Silicon wafers and displays with drivers. The inventories were purchased from two related parties during the period ended September 30, 2013. At September 30, 2013, inventories consisted of parts and supplies. See Notes 4 and 5.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is currently being provided using the straight-line method for financial reporting purposes over an estimated useful life of ten years. Expenditures for normal maintenance and repairs are expensed as incurred. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are charged or credited to operations in the respective periods. For the period ended September 30, 2013, depreciation expense totaled $40,921. The property and equipment at September 30, 2013 was acquired from related parties. See Notes 4 and 5.

F-9

Renewable Energy and Power, Inc.

Notes to Financial Statements

Intangibles

Costs incurred to acquire certain intangible assets, such as designs and specifications of products to be manufactured were capitalized and amortized by straight-line methods over an estimated useful life of five years. Intangible assets are stated at the lower of cost or estimated fair market value. During the period ended September 30, 2013, the Company capitalized $250,000 of such costs incurred for the acquisition of the Company’s intangible assets from MDI, a shareholder of the Company through a convertible note payable. See Note 4. The Company obtained an appraisal of intangibles dated October 25, 2012 to determine the fair market value which approximated the cost.

Amortization expense for the period ended September 30, 2013 was $45,833. The Company estimates its amortization expense related to these assets will approximate $58,400 for the years ending September 30, 2014 through 2017 and $12,600 for the year ending September 30, 2018.

Long-lived assets

In accordance with Accounting Standards Codification (ASC) Topic 360, Property, Plant, and Equipment, the Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be realizable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. During the period ended September 30, 2013, the Company had not identified any such impairment losses.

Income taxes

The Company accounts for income taxes under ASC Topic 740 “Income Taxes.” Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Fair value measurements

ASC Topic 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

F-10

Renewable Energy and Power, Inc.

Notes to Financial Statements

Fair value of financial instruments

In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates.

Per share information

The Company computes net loss per share in accordance with ASC Topic 205 “Earnings per Share.” ASC Topic 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. As of September 30, 2013, there were 2,500,000 potentially dilutive shares.

Stock-based compensation

The Company has not adopted a stock option plan, but common stock was issued in lieu of cash compensation for certain employees.

Recent accounting pronouncements

During the period ended September 30, 2013 and through March 18, 2014, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

Subsequent events

In preparing the financial statements, the Company has reviewed, as determined necessary by the Company’s management, events that have occurred after September 30, 2013, up until the issuance of the financial statements, which occurred on March 18, 2014.

Note 4 – Related Party Transactions with Multichip Display, Inc. (MDI)

MDI is owned by a minority shareholder (2,000,000 shares or 2.7%) of the Company. In addition, MDI became a minority shareholder (4,330,0000shares or 5.7%) through debt conversion (see below) The total direct and indirect control of REAP by MDI is 8.6%.

F-11

Renewable Energy and Power, Inc.

Notes to Financial Statements

The Company has an exclusive contract to manufacture products under contract from MDI. MDI will be the sales agent for certain government and private company contracts; REAP manufactures products based on bid prices as agreed between the parties. The Company has also agreed to purchase parts from MDI. As part of the agreement, MDI has agreed to support the operations of the Company through May 1, 2014. MDI is both a significant customer and significant vendor of the Company. For the period ended September 30, 2013, all of the Company’s sales and accounts receivable of $327,080 resulted from transactions with MDI.

	Amount		Percent
Sales to MDI	$	327,080		100	%
Receivable from MDI		327,080		100	%
Inventory purchases from MDI		256,662		51	%
Accounts payable to MDI		402,656		93	%

The agreement with MDI includes an offset clause for accounts receivable from MDI and accounts payable to MDI. Neither party has requested to offset the balance.

Acquisition of equipment from MDI

On November 2, 2012, the Company acquired equipment from MDI totaling $438,000 through the issuance of a convertible note payable. The Company obtained an appraisal of the equipment on October 25, 2012 which valued the equipment at $438,000 just prior to the acquisition. The convertible note payable bore an interest rate of 8% and matures on December 31, 2014. The rate of conversion is $0.10 per share and is convertible at the option of the lender. On January 7, 2013, the convertible note payable was converted into 4,330,000 shares of common stock. Since the fair market value of the Company’s common stock is not readily determinable, there was no gain or loss recognized on the conversion.

Acquisition of intangibles from MDI

On November 2, 2012, the Company acquired designs and technology for the light emitting diode manufacture from MDI totaling $250,000 through the issuance of a convertible note payable. The Company obtained an appraisal of intangibles dated October 25, 2012 to determine the fair market value which approximated the cost. The convertible note payable bears an interest rate of 8% and matures on December 31, 2014. The rate of conversion is $0.10 per share and is convertible at the option of the lender. If the lender converts, all accrued interest is forfeited. The note balance outstanding is $250,000 and accrued interest is $18,333 at September 30, 2013.

Sublease of office space from MDI

The Company sub-leases office space from MDI with the term commencing October 15, 2012 and ending May 1, 2014 at a monthly rate of $2,500. Rent expense totaled $27,500 and is included in accounts payable to MDI at September 30, 2013. The deposit for the facility is $5,000 and the amount was included in accounts payable, MDI at September 30, 2013.

MDI payment of operating expenses

MDI paid office expenses of the Company totaling $3,765 and are included in accounts payable, MDI at September 30, 2013.

F-12

Renewable Energy and Power, Inc.

Notes to Financial Statements

Note 5 – Related Party Transactions with Multichip Assembly, Inc. (MAI)

Acquisition of Multichip Assembly, Inc. Assets

In connection with the purchase of the MAI inventory on March 1, 2013, the Company acquired inventory valued at $250,000 and assumed a convertible note payable to an initial minority shareholder of the Company totaling $250,000. Inventory was recorded at the value of the note. The convertible note payable bore an interest rate of 8%, matures on December 31, 2014, and converts into shares of common stock at a rate of $0.01 at the option of the lender. On March 21, 2013, the note payable was converted to 25,000,000 shares of restricted common stock. Since the fair market value of the Company’s common stock is not readily determinable, there was no gain or loss recognized on the conversion.

Donation of property and equipment

MAI contributed equipment of $12,500 to the Company. The amount is recorded as an increase in additional paid-in capital on the statement of shareholders’ equity.

Note 6 – Related Party Transactions with Initial Shareholder Group

On October 15, 2012, the Company purchased designs, prototype and business plans from the initial shareholder group for 42,010,000 shares of restricted common stock valued at the par value of the common stock which totaled $42,010. These shares were recorded as founder shares.

Note 7 – Share Capital

The Company is authorized to issue 200,000,000 shares of common stock with a par value of $.001 and no preferred stock. Upon formation, 42,010,000 shares were issued to the founders of the Company in exchange for extensive design of a solar generating process, and a prototype of a final product. Major shareholders of the Company have donated $2,370 of cash and $12,500 of fixed assets to capital and received no additional shares.

Note 8 – Income Taxes

The Company had a federal net operating tax loss carry-forward of approximately $187,000 as of September 30, 2013. The tax loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2033.

F-13

Renewable Energy and Power, Inc.

Notes to Financial Statements

The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 34% is as follows:

Expected income tax benefit at statutory rate of 34%	$	72,400
Change in valuation allowance		(72,400	)
Income tax expense (benefit)	$	-

Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset, are as follows:

Deferred tax assets:
Tax benefit of net operating loss carry-forward	$	63,500
Book and tax difference for amortization		8,900
Less: valuation allowance		(72,400	)
Net deferred tax asset	$	-

At September 30, 2013 the deferred tax valuation allowance increased by $72,400. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The deferred tax assets represent the amounts expected to be realized before expiration.

The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As of September 30, 2013, the Company established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

For the period ended September 30, 2013, no amounts have been recognized for uncertain tax positions and no amounts have been recognized related to interest or penalties related to uncertain tax positions. The Company has determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company is currently subject to a three year statute of limitations by major tax jurisdictions.

F-14

Renewable Energy and Power, Inc.

Condensed Balance Sheet

March 31, 2014 (Unaudited) and September 30, 2013

	2014			2013
Assets
Current Assets:
Cash	$	11		$	80
Accounts receivable from MDI (Notes 4 and 5)		569,532			327,080
Inventories		399,256			354,674
Total current assets		968,799			681,834
Property and equipment, net of accumulated depreciation of $62,821 and $40,921		387,679			409,579
Intangibles, net of accumulated amortization of $70,835 and $45,833		221,175			246,177
Other assets		5,000			5,000
	$	1,582,653		$	1,342,590
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable to MDI (Notes 4 and 5)	$	721,324		$	402,656
Accounts payable to others		31,566			11,566
Accrued interest payable to shareholder		28,333			18,333
Total current liabilities		781,223			432,555
Convertible note payable to MDI (Note 7)		250,000			250,000
Total liabilities		1,031,223			682,555
Commitments and Contingencies
Shareholders' Equity:
Common stock, 200,000,000 shares authorized, par value $.001 per share, 74,521,720 shares issued and outstanding		74,522			74,522
Additional paid-in capital		798,530			798,530
Accumulated deficit		(321,622	)		(213,017	)
Total shareholders' equity		551,430			660,035
	$	1,582,653		$	1,342,590

The accompanying notes are an integral part of these condensed financial statements.

F-15

Renewable Energy and Power, Inc.

Condensed Statements of Operations

For the Three Months Ended March 31, 2014 and 2013 and for the

Six Months Ended March 31, 2014 and for the Period from October 15, 2012 (Inception) through March 31, 2013

Unaudited

	For the Three Months Ended						For the Six Months Ended
	2014			2013			2014			2013
Revenues	$	112,500		$	43,567		$	242,452		$	43,567
Cost of revenues:
Direct production costs		90,225			37,812			194,445			37,812
Gross profit		22,275			5,755			48,007			5,755
Operating expenses:
General and administrative		14,876			11,720			45,708			44,364
Amortization		12,501			12,501			25,002			20,831
Depreciation		10,950			10,950			21,900			19,021
Consultants		11,000			41,002			54,002			74,670
Interest expense		5,000			5,000			10,000			8,333
		54,327			81,173			156,612			167,219
Net loss from operations before federal income taxes		(32,052	)		(75,418	)		(108,605	)		(161,464	)
Federal income taxes		-			-			-			-
Net loss	$	(32,052	)	$	(75,418	)	$	(108,605	)	$	(161,464	)
Loss per share, basic and dilutive	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		74,521,720			60,021,900			74,521,720			60,021,900

The accompanying notes are an integral part of these condensed financial statements.

F-16

Renewable Energy and Power, Inc.

Condensed Statement of Shareholders' Equity

For the Six Months Ended March 31, 2014

Unaudited

					Additional
					Paid-in		Accumulated
	Shares		Par Value		Capital		Deficit			Total
Balance at September 30, 2013		74,521,720	$	74,522	$	798,530	$	(213,017	)	$	660,035
Net loss		-		-		-		(108,605	)		(108,605	)
Balance at March 31, 2014		74,521,720	$	74,522	$	798,530	$	(321,622	)	$	551,430

The accompanying notes are an integral part of these condensed financial statements.

F-17

Renewable Energy and Power, Inc.

Condensed Statements of Cash Flows

For the Six Month Period Ended March 31, 2014 and the

Period from October 15, 2012 (Inception) through March 31, 2013

(Unaudited)

	2014			2013
Cash flows from operating activities:
Net loss	$	(108,605	)	$	(165,952	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		46,902			39,852
Consultants paid with stock
Changes in operating assets and liabilities:
Accounts receivable from MDI		(242,452	)		(43,567	)
Inventories		(44,582	)		(7,845	)
Other assets
Accounts payable to MDI		318,668			163,172
Account payable to others		20,000			-
Accrued interest payable to shareholder		10,000			-
Net cash used in operating activities		(69	)		(14,340	)
Cash flows from investing activities		-			-
Cash flows from financing activities:
Cash received for common stock		-			14,370
Net cash provided by financing activities		-			14,370
Net increase (decrease) in cash		(69	)		30
Cash at beginning of period		80			-
Cash at end of period	$	11		$	30
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Property and equipment acquired for convertible note payable from MDI	$	-		$	438,000
Inventory acquired for convertible note payable to an initial shareholder	$	-		$	250,000
Conversion of convertible notes payable to MDI and an initial shareholder to equity	$	-		$	(438,000	)
Intangibles acquired from MDI for convertible note payable	$	-		$	250,000
Intangibles acquired for restricted common stock to initial shareholder group	$	-		$	42,010

The accompanying notes are an integral part of these condensed financial statements.

F-18

Renewable Energy and Power, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 1 – Nature of Business and Basis of Presentation

Renewable Energy and Power, Inc. (the Company) (REAP) was incorporated on October 15, 2012, under the laws of the State of Nevada, for the purpose of conducting all legal business. The Company is engaged in the business of new and retrofit applications for LED lighting and innovative solar electrical generation. The LED products are intended to lower the use of electrical power, lower maintenance costs for users and extend the useful life of lighting fixtures.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), as amended for interim financial information

The financial information as of March 31, 2013 is derived from the audited financial statements presented in the company’s Form 10 Registration Statement filed with the SEC on July 2, 2014 for the period ended September 30, 2013. The unaudited interim financial statements should be read in conjunction with the Company’s Form 10 Registration Statement, which contains the audited financial statements and notes thereto, together with Management’s Discussion of Financial Condition and Results of Operations, for the period ended September 30, 2013.

Certain information or foot note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three and six months ended March 31, 2014 are not necessarily indicative of results for the full fiscal year.

The solar process is expected to increase the conversion of heat to electricity, and is patterned after technology that has been used in space exploration for many years.

Note 2 – Going Concern

These financial statements for the period ended March 31, 2014 were prepared assuming the Company will continue as a going concern. During the six months ended March 31, 2014, the Company has incurred total net losses of $ 321,622. The Company will need to generate significant revenue in order to achieve profitability and may never become profitable.

The Company has begun principal operations and, as is common with a start-up company, the Company has had recurring losses during its early stage. The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses

F-19

Renewable Energy and Power, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

The Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes. These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

Use of Estimates

Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Revenue Recognition

The Company recognizes revenue from sales at the time the products are shipped, the price is determinable, the customers are invoiced and payment is reasonably assured. Invoices are due on a net 30 day basis.Shipping and handling costs are billed to customers and netted against shipping and handling expenses incurred by the Company, which are included in cost of revenues. All of the Company’s sales are to Multichip Display, Inc. (MDI), a shareholder of the Company. See Notes 4 and 5 for an explanation as to why no payments for sales have been made to date.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less and there were no cash material equivalents as of March 31, 2014.

Depreciation and Amortization

Fixed assets, consisting mainly of manufacturing equipment, are depreciated over an estimated life of ten years. Patents and other intangibles are amortized over an estimated life of five years.

Fair Value Measurements

Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

F-20

Renewable Energy and Power, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Fair Value of Financial Instruments

In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates.

Income Taxes

The Company accounts for income taxes under ASC 740 “Income Taxes” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Per Share Information

The Company computes net loss per share in accordance with ASC 205 “Earnings per Share”. ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. As of March 31, 2014 and 2013, the Company has 2,500,000 potentially dilutive shares.

Note 4 – Accounts Receivable

On March 31, 2014 the total accounts receivables of $569,532 were current in all respects, but were all owed by one related party. There is an exclusive contract to manufacture products under contract from Multichip Display, Inc. (MDI). MDI will be the sales agent for certain government and private company contracts; REAP will manufacture products based on bid prices as agreed between the parties. See Note 5.

As part of the agreement, MDI has agreed to support the operations of the Company through November 1, 2014. The account payable is owed to MDI and has a right of offset clause included in it which has not been exercised by either party. For the six months ended March 31, 2014 and for the period from October 15, 2012 (Inception) through 2013, all of the Company’s revenues and accounts receivable resulted from transactions with MDI. See Note 5.

Note 5 – Related Party Transactions with Multichip Display, Inc.

MDI is owned by a minority shareholder (2,000,000 shares or 2.7%) as of September 30, 2013 of the Company. In addition, MDI became a minority shareholder (4,330,000 shares or 5.7%) through debt conversion (see below). The total direct and indirect control of REAP by MDI is 8.6%.

F-21

Renewable Energy and Power, Inc.

Notes to Condensed Financial Statements

(Unaudited)

The Company has an exclusive contract to manufacture products under contract from MDI. MDI will be the sales agent for certain government and private company contracts; REAP manufactures products based on bid prices as agreed between the parties. The Company has also agreed to purchase parts from MDI. As part of the agreement, MDI has agreed to support the operations of the Company through November 1, 2014. MDI is both a significant customer and significant vendor of the Company. All of the Company’s sales and accounts receivable of $569,532 since inception (October 15, 2012) resulted from transactions with MDI.

Transactions between the Company and MDI are identified below:

	For the Six Months Ended					For the Period from
	Ended March 31, 2014					Inception to March 31, 2013
	Amount		Percent			Amount		Percent
Sales to MDI	$	242,452		100	%	$	327,080		100	%
Receivable from MDI		569,532		100	%		327,080		100	%
Inventory purchases from MDI		221,877		100	%		42,304		100	%
Accounts payable to MDI		694,814		n/a			402,656		n/a

The agreement with MDI includes an offset clause for accounts receivable from MDI and accounts payable to MDI. Neither party has requested to offset the balance. See Note 4.

Acquisition of equipment from MDI

On November 2, 2012, the Company acquired equipment from MDI totaling $438,000 through the issuance of a convertible note payable. The Company obtained an appraisal of the equipment on October 25, 2012 which valued the equipment at $438,000 just prior to the acquisition. The convertible note payable bore an interest rate of 8% and matures on December 31, 2014. The rate of conversion is $0.10 per share and is convertible at the option of the lender. On January 7, 2013, the convertible note payable was converted into 4,330,000 shares of common stock. Since the fair market value of the Company’s common stock is not readily determinable, there was no gain or loss recognized on the conversion.

Acquisition of intangibles from MDI

On November 2, 2012, the Company acquired designs and technology for the light emitting diode manufacture from MDI totaling $250,000 through the issuance of a convertible note payable. The Company obtained an appraisal of intangibles dated October 25, 2012 to determine the fair market value which approximated the cost. The convertible note payable bears an interest rate of 8% and matures on December 31, 2014. The rate of conversion is $0.10 per share and is convertible at the option of the lender. If the lender converts, all accrued interest is forfeited. The note balance outstanding is $250,000 and accrued interest is $28,333 at March 31, 2014.

Sublease of office space from MDI

The Company sub-leases office space from MDI with the term commencing October 15, 2012 and ending May 1, 2014 at a monthly rate of $2,500. Rent expense totaled $12,500 and is included in accounts payable to MDI at March 31, 2014. The deposit for the facility is $5,000 and the amount was included in accounts payable, MDI at March 31, 2014.

F-22

Renewable Energy and Power, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 6 – Share Capital

We are authorized to issue 200,000,000 shares of common stock and no preferred stock. Upon formation, 42,010,000 were issued to the founders of the Company in exchange for extensive design of a solar generating process, and a prototype of a final product. On October 31, 2012, 2,000,000 shares were issued for $10,000. In February 2013, 4,330,000 shares were issued in a debt conversion for the equipment of MDI Industries, Inc. In March 2013, 25,000,000 shares were issued in a debt conversion. In June 2013, 1,181,720 restricted common shares were issued for unpaid wages. Major shareholders of the Company have donated $4,370 to capital and received no additional shares.

Note 7 – Intangible Assets

The Company acquired a number of intangible assets, such as designs, customer lists and specifications of products to be manufactured. These assets were assigned a value equal to the par value of the shares of common stock that were issued for the acquisition or for the face value of the debt incurred at the acquisition date.

Note 8 – Income Taxes

The Company had a federal net operating tax loss carry-forward of approximately $280,000 as of March 31, 2014. The tax loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2033.

The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 34% is as follows:

				For the Period
	For the Six			from October 15,
	Months Ended			2012 (Inception)
	March 31,			to September 30,
	2014			2013
Expected income tax benefit at statutory rate of 34%	$	36,900		$	56,400
Change in valuation allowance		(36,900	)		(56,400	)
Income tax expense	$	-		$	-

Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset, are as follows:

	March 31,
	2014			2013
Deferred tax assets:
Tax benefit of net operating loss carry-forward	$	95,200		$	63,500
Book and tax difference for amortization		14,100			8,900
Less: valuation allowance		(109,300	)		(72,400	)
Net deferred tax asset	$	-		$	-

F-23

Renewable Energy and Power, Inc.

Notes to Condensed Financial Statements

(Unaudited)

At March 31, 2014 the deferred tax valuation allowance increased by $36,900. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The deferred tax assets represent the amounts expected to be realized before expiration.

The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As of March 31, 2014, the Company established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

For the six months ended March 31, 2014 and for the period from October 15, 2012 (Inception) through March 31, 2013, no amounts have been recognized for uncertain tax positions and no amounts have been recognized related to interest or penalties related to uncertain tax positions. The Company has determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company is currently subject to a three year statute of limitations by major tax jurisdictions.

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INDEX TO EXHIBITS

DESCRIPTION	EXHIBIT #
Certificate(s) of Incorporation of Renewable Energy and Power, Inc.		3.1
By-Laws of Renewable Energy and Power, Inc.		3.2
Specimen stock certificate of Renewable Energy and Power, Inc.		3.3
LED Light Product Line Purchase Contract		3.4
MCSP Patent License		3.5
Consent of Independent Registered Public Accounting Firm		23.1

32

RENEWABLE ENERGY AND POWER, INC.

In accordance with Section 13 OR 15(D) of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 22, 2014	By:	/s/ Donald MacIntyre
		Donald MacIntyre
		Chief Executive Officer

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EX-3.1

EXHIBIT 3.1

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2

EX-3.2

EXHIBIT3.2

BYLAWS

OF

RENEWABLE ENERGY AND POWER, INC.

October 17, 2012

ARTICLE I

OFFICES AND CORPORATE SEAL

SECTION 1.1 Registered Office. RENEWABLE ENERGY AND POWER, INC. , (hereinafter the “Corporation”) shall maintain a registered office in the State of Nevada. In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board. The Board of Directors may change the Corporation’s registered office and principal office from time to time.

SECTION 1.2 Other Offices. The Corporation may also maintain offices at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors (hereinafter the “Board”), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

SECTION 1.3 Corporate Seal. A Corporate seal shall not be requisite to the validity of any instrument executed by or behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name if the Corporation and in the centre the words “corporate seal”, the year incorporated, and the state where incorporated.

ARTICLE II

SHAREHOLDERS

SECTION 2.1 Shareholders Meetings. All meeting of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to Sections 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver or notice thereof.

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SECTION 2.2 Annual Meetings. Annual meeting of a shareholders shall be held on a date designated by the Board of Directors or if that day shall be a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting. At the annual meeting, shareholders shall elect the Board and transect such other business as may properly be brought before the meeting. In the event that an annual meeting is not held on the date specified in this Section 2.2, the annual meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.3 Special Meetings of Shareholders. Special meeting of the shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada statute or by the Articles of Incorporation (hereinafter the “Articles”), may be called by the President and shall be called by the President or Secretary at the request in writing of a majority if the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. In the event that the President or Secretary fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.4 List of Shareholders. The officer who has charge of the stock transfer Books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of a shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.

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SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of, or permitted to vote at, any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not enclosed and no record date is fixed for the determination of shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the record date shall be 4:00 p.m. on the day before the day on which notice of the meeting is given or, if notice is waived, the record date shall be the day on which, and the time at which, the meeting is commenced. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix a new record date for the adjourned meeting and further provided that such adjournments do not in the aggregate exceed thirty (30) days. The record date for determining shareholders entitled to express consent to action without a meeting pursuant to Section 2.9 shall be the date on which the first shareholder signs the consent.

SECTION 2.7 Quorum and Adjournment.

(a) The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by Nevada statute or by the Articles.

(b) Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless the vote of greater number or voting by classes is required by Nevada statute or the Articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting.

(c) If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another tine or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is fir more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

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SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.

SECTION 2.9 Action Without Meeting. Any action required or permitted to be take at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.

SECTION 2.10 Waiver. A shareholder’s attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented. A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.

SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy. The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as a secretary. The chairman shall conduct the meeting in accordance with the Corporation’s Articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting. After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present than the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast. Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in accordance with this section. If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.

Section 2.12 Election Inspector. The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting. If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment. If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; heat and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.

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ARTICLES III

DIRECTORS

SECTION 3.1 Number and Election. The number of directors that shall constitute the whole board shall initially be one; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one or more than nine. Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.

SECTION 3.2 Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute, the Articles, or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 3.3 Resignation of Directors. Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 3.4 Removal of Directors. Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.

SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal of a Director and newly created directorship resulting from any increase in the authorized Number of directors shall be filled by the shareholders in accordance with Section 3.1.

SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the directors then serving, all meetings of the Board of Directors shall be held at the Corporation’s principal office between the hours of 9:00 a.m. and 5:00 p.m., and such meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can heart each other, and participation in a meeting pursuant to this Section 3.6 shall constitute presence in person at such meeting.

SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.

SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

5

SECTION 3.9 Special Meetings. Special meetings of the Board may be called by the President or the Secretary with seven (7) days notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, or if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors and shall be held at the time designated by those directors in the notice.

SECTION 3.10 Quorum and Voting. A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum. If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present, then the affirmative vote of a majority if directors present is the act of the Board of Directors.

SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the Articles of these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writing are filed with the minutes f proceedings of the Board or committee.

SECTION 3.12 Committee of the Board. The board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board. The Board, with or without cause, may dissolve of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of ant responsibility imposed by law.

SECTION 3.13 Compensation. To the extent authorized by resolution of the Board and not prohibited or limited by the Articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation for his expense, is any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board. No such reimbursement or payment shall prelude any director from serving the Corporation in any such capacity and receiving compensation therefore.

SECTION 3.14 Waiver. A director’s attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transecting business at the meeting and does not thereafter vote for or assent to take action at the meeting. A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

6

SECTION 3.15 Chairman of the Board. A Chairman of the Board may be appointed by the directors. The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws. The Vice Chairman, if one has been elected of the meeting and preside, in the following order of precedence:

(a) The Chairman of the Board;

(b) The Vice Chairman;

(c) The President of the Corporation; or

(d) A director chosen by a majority of the directors present, or if a majority is unable to agree on who shall act as chairman, then the director with the earliest date of birth shall act as the chairman.

The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof. The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting. The Board shall keep regular minutes of its proceedings.

ARTICLE IV

OFFICERS

SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board. Any number of offices may be held by the same person, unless the Articles or these Bylaws otherwise provide. If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary. An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the Articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with Article V.

SECTION 4.2 Subordinate Officers. The board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws pr as the Board may from time to time determine. The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

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SECTION 4.3 Appointment, Term of Office, Qualification. The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.

SECTION 4.4 Resignation. Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 4.5 Removal. Any officer or agent may be removed by the Board whenever in its judgement the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.6 Vacancies. A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of the Article IV for appointment to such office.

SECTION 4.7 The President. The president shall preside at all meetings of shareholders. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.

SECTION 4.8 The Vice President. Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws. At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the president.

SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe. If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.

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SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board. He may sign, with the President or Vice President, certificates of stock of the Corporation. If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.

SECTION 4.11 Compensation. The Board shall have the power to set the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.

ARTICLE V

AUTHORITY TO INCUR CORPORATE OBLIGATIONS

SECTION 5.1 Limit on Authority. No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the Articles of these Bylaws, or by resolution of the Board of the shareholders. Such authority may be general or confined to specific instances.

SECTION 5.2 Contracts and Other Obligations. To the extent authorized by the Articles or these Bylaws, or be resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.

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ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 6.1 Certificate for Shares. Certificate representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary. The signatures of such officers upon a certificate may be facsimiles if the certificates is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.

SECTION 6.2 Issuance. Before the corporation issues shares the board shall determine that the consideration received or to be received for the shares is adequate. A certificate shall not be issued for any share until share is fully paid.

SECTION 6.3 Transfer of shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be September 30.

ARTICLE VIII

DIVIDENDS

From time to time the board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles.

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ARTICLE IX

INDEMNIFICATION

The Corporation may indemnify and advance litigation expenses to its directors, officers, Employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles or these Bylaws. The Corporation’s obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim. The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.

ARTICLE X

REPEAL, ALTERATION OR AMENDMENT

These Bylaws may be replaced, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose. Any amendment made by the shareholders shall be valid.

IN WITNESS WHEREOF, the undersigned, being the directors of RENEWABLE ENERGY AND POWER, INC., adopt the foregoing Bylaws, effective as of the date first written above.

DIRECTOR:

Donald MacIntyre

CERTIFICATION

The undersigned, as secretary of RENEWABLE ENERGY AND POWER, INC.., hereby certifies that The foregoing Bylaws were duly adopted by the Board of Directors.

________________________________

Donald MacIntyre~ SECRETARY

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EX-3.3

EXHIBIT 3.3

EX-3.4

EXHIBIT 3.4

AGREEMENT FOR PURCHASE OF LED LIGHT PRODUCT LINE

THIS AGREEMENT is entered into on this 2nd day of November 2012, between Renewable Energy and Power, Inc. hereinafter referred to as “The Purchaser”, and the Multichip Display Inc. hereinafter referred to as the“The Sellers”.

Recitals

A. The Sellers are the owners of one-hundred (100%) percent of the issued and outstanding shares of the common stock of Multichip Display Inc., a Nevada corporation.

B. The Sellers desire to sell to the Purchaser and the Purchaser desires to buy from The Sellers the LED Lighting and Related Assemblies manufacturing equipment owned by The Sellers for the term of one year from the date of closing upon the terms and conditions contained herein.

C. The Sellers desire to sell to the Purchaser and the Purchaser desires to buy from the Sellers all of the business of the LED Lighting and Related Assemblies product line, excluding the LED Lighting and Related Assemblies manufacturing equipment owned by the Sellers upon the terms and conditions contained herein, including past LED Lighting and Related Assemblies orders and future LED Lighting and Related Assemblies orders.

D. That Donald MacIntyre is the President and Chief Executive Officer of The Purchaser and is authorized to enter into this transaction.

E. That Char Bugna is the President and Chief Executive Officer of Multichip Display Inc. and is authorized to enter into this transaction.

Therefore, in consideration of the mutual promises and conditions herein contained, the parties agree as follows:

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AGREEMENT

PURCHASE OF EQUIPMENT, TECHNOLOGY AND BUSINESS

(1) Subject to the terms and conditions of this Agreement, The Sellers agree to sell to The Purchaser and The Purchaser agrees to buy, at the closing, as hereinafter defined, one hundred (100%) percent of the manufacturing equipment of the LED Lighting and Related Assemblies product line, valued at FourHundred Thirty Three Thousand dollars ($433,000 USD). At the closing, The Sellers shall deliver to The Purchaser such information including model number, serial numbers and description of assets, in a form ready for transfer and duly endorsed to The Purchaser. The terms of the purchase will be a Convertible Debenture per a separate agreement. During the term of the note, unless otherwise agreed upon by both parties in writing, all monies due shall be accrued and added to the principle amount of the note.

(2) Subject to the terms and conditions of this Agreement, the Sellers agree to sell to the Purchaser and the Purchaser agrees to buy, at the closing, as hereinafter defined, one hundred (100%) percent of the technology and business of the LED Lighting and Related Assemblies product line for the amount of Two Hundred Fifty Thousand dollars ($250,000) in the form of a Convertible Debenture. At the closing, the Sellers shall deliver to the Purchaser any documents, and take other actions, as the Purchaser may reasonably request, in order to transfer the business of the LED Lighting and Related Assemblies product line to the Purchaser. After the closing date, the Seller has the right to continue to accept LED Lighting and Related Assemblies orders from Multichip Display Inc. customers, but Seller must allocate the order to the Purchaser.

(3) During the term of one year after the closing of the sale of the technology and business defined in 2 above, the seller will continue to book the business and in turn pass the business through to the buyer in order to maintain established contract relationships. During the one year the buyer will endeavor to establish business relationships with these customers to allow transfer of the booking to the buyer. In addition, the seller will supply materials and labor based upon established vendor and labor relationships while the buyer establishes independent vendor relationships and trains a labor force. The seller will accrue all monies due for material, labor, rent and facilities for a period of one year after the closing, at which time the seller and buyer will balance the payable and receivable accounts and settle the difference in cash or by some other mutually agreeable means.

PURCHASE PRICE

The total price to be paid by The Purchaser to The Sellers for purchase of the equipment and purchase of the business in LED Lighting and Related Assemblies sales owned by The Sellers being sold pursuant to this agreement shall be a total of Six Hundred Eighty Three dollars ($683,000) in the form of two Convertible Debentures.

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THE SIGNING AND CLOSING DATE

This Agreement shall be signed on or before November 5th, 2012, and the closing date at November 30, 2012 or such date as mutually agreed upon by the parties hereto, in writing.

REPRESENTATIONS AND WARRANTIES OF SELLERS

The Sellers represent and warrant to The Purchaser as follows:

Title of the Corporation’s Property

(1) The Sellers have good absolute and marketable title to one hundred (100%) percent of the property being sold free and clear of all liens, claims, encumbrances, and restrictions of every kind. The Sellers have the complete and unrestricted right, power, and authority to sell the herein referenced property of the Corporation pursuant to this Agreement.

(2) The Sellers expressly warrant that there are no claims filed against the property being sold herein and if any such claims are filed The Sellers agree to defend, indemnify and hold The Purchaser harmless from any such claims.

Organization

(a) The Corporation is duly organized and validly existing corporation with all requisite corporate power and authority to carry on its business as presently conducted under the laws of Nevada.

(b) The Purchaser is aware of the current state of litigation including Suits, arbitration, or other legal, administrative or other governmental proceedings, specifically with the Environmental Protection Agency pending or threatened against the property being sold, specifically LED Lighting and Related Assemblies properties, assets and business. The Purchaser will, at closing, give The Sellers an indemnification/hold harmless agreement for all legal problems concerning the property being purchased.

(c) The business and operation of the Corporation has been and is being conducted in accordance with all applicable laws, rules and regulations of all authorities except those which do not (either individually or in the aggregate) materially and adversely affect the Corporation or its properties, assets, businesses or prospects. Performance of this agreement will not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of the Corporation under any arrangement, agreement, or other instrument to which the Corporation or The Sellers are bound or affected and will not violate the Articles of Incorporation, as amended or its By-Laws or of any indebtedness, mortgage, contract, lease or other agreement or commitment.

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Title to Properties and Assets

(d) The corporation has good, absolute and marketable title to all its LED Lighting and Related Assemblies Manufacturing Equipment listed in Exhibit “A”, and LED Lighting and Related Assemblies Product Line Exhibit “B” herein which is attached hereto and incorporated herein by reference as if set forth herein verbatim.

(e) To the best of The Sellers knowledge and belief the Corporation owns, possesses, and has good title to all copyrights, trademarks, trademark rights patents, patent rights and licenses necessary in the conduct of its business being purchased by The Purchaser. To the best of The Seller’s knowledge and belief, the corporation is not infringing upon or otherwise acting adversely to the rights of any person under, or in respect to, any copyrights, trademarks, trademark right, patents, patent rights, or licenses owned by any person or persons, and there is no such claim pending or threatened action with respect thereto. The Corporation has the unrestricted right to use all trade secrets, customer lists, manufacturing and other processes incident to the manufacture, use or sale of all products presently being bought by The Purchaser.

OTHER MATTERS

(1) The parties agree and hereby warrant that they will perform the agreements, covenants and warranties contained herein acting with due diligence and good faith to perform said agreement, covenants and warranties prior to the transfer of the stock required by this agreement and do hereby warrant to defend and indemnify the other party against any claim arising out of this agreement as a result of this transaction excluding from said agreement to defend and indemnify acts of fraud performed by the other party arising out of this agreement.

ATTORNEY’S FEES, COSTS AND EXPENSES

(2) The Purchaser shall pay the Attorney’s fees that he incurs in completing this agreement and The Seller agrees to pay his Attorney fees used in regard to this agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

(3) Unless waived, in whole or in part, in writing by The Sellers, the obligations of The Purchaser hereunder are subject to the fulfillment at or prior to closing, and subject to the following conditions.

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Representation and Warranties

(a) The representations and warranties of The Sellers herein shall be deemed to have been made again on the Closing Date and then be true and correct subject to any changes contemplated by this Agreement. The Seller shall have performed all of the obligations to be performed by them hereunder on or prior to the closing date.

Certificate of Officers

(b) The Corporation shall have delivered to The Purchaser a certificate dated the Closing Date, executed by its President and Secretary, certifying that the conditions in Subparagraphs (a) and (c) of this Paragraph have been fulfilled.

Property and Assets
 

(c) On the Closing Date, the LED Lighting and Related Assemblies Equipment being purchased shall be as listed on Exhibit A, and LED Lighting and Related Assemblies Product Line Exhibit “B” which are attached hereto and incorporated herein by reference as if set forth herein verbatim.

Title to Assets

(d) The Seller does verify that the Corporation has good and marketable title to such LED Lighting and Related Assemblies Equipment as listed in Exhibit A, and LED Lighting and Related Assemblies Product Line Exhibit “B” which are attached hereto and incorporate herein by reference as is set forth herein verbatim.

Deliverable Items

(e) Within a reasonable time after closing, The Sellers shall deliver to The Purchaser all of the records, files, documents, etc. as set forth in exhibits A & B Hereto. Also, the Sellers shall deliver to the Purchaser the equipment that is subject to the agreement above.

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 AMENDMENT AND WAIVER

(4) This agreement may be amended or modified at any time and in all respects by an instrument in writing executed by the Purchaser and the Seller.

NOTICES

(5) All notices, communications, requests, replies or advice which are required or may be given pursuant to or concerning this Agreement, shall be sufficient in all respects if given in writing and delivered personally or by certified or registered mail or electronic mail, postage pre-paid as follows:

To Seller:  Char Bugna 7176 Lahinch Dr Gilroy, CA 95020

To Purchaser: Donald MacIntyre 3395 West Cheyenne Ave, #111 North Las Vegas, NV 89032

All notices shall be deemed to have been duly given at the time of receipt by the party to which such notice is addressed or by delivery to such address.

LIMITATION OF DAMAGES, REPERESENTATIONS AND WARRANTIES

(6) (a) Prior to closing, either party shall have remedies in law or in equity for the other party’s default or breach of contract.

(b) Subsequent to the closing, each party shall have all its or their rights and remedies at law or in equity for breach of representations, warranties and agreements of the parties hereto which survive the closing.

ASSIGNMENT

(7) Neither this Agreement nor any right created by this Agreement shall be assignable by either The Seller or The Purchaser without the prior written consent of the other, except for an assignment incident to a merger, consolidation, or reorganization of either party. Nothing in this Agreement, expressed or implied, is intended to confer on any person, other than the parties and their successors, any rights or remedies under or by reason of this Agreement.

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REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

(8) (a) Organization, Standing and Power; The Purchaser is a corporation duly organized and validly existing under the laws of the State of Nevada with full legal power and right to carry on its business as such is now being conducted.

(b) Authority and Enforceability: The Execution and Delivery of this Agreement and consummation of the transactions contemplated hereby, have been duly and validly authorized by all Requisite actions on the part of the Purchaser. This Agreement constitutes the valid and binding obligation of The Purchaser enforceable against The Purchaser in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Law, either the consummation of the transaction contemplated hereby nor the compliance by The Purchaser with any other provision hereof shall violate any statute or law, either Federal or State.

(c) Litigation: There are no claims, actions suits or proceedings pending or to The Purchaser’s best knowledge threatened proceedings against Purchaser which has or will materially affect The Purchaser’s ability to consummate the transactions herein.

RECORDS OF THE CORPORATION

(9) For a period of five (5) years following the closing date, the books of account and records of the Corporation pertaining to all periods prior to the closing date shall be available for inspection by Sellers for use in connection with tax audits. Likewise For a period of five (5) years following the closing date, the books of account and records of the Seller pertaining to all periods prior to the closing date shall be available for inspection by the Corporation for use in connection with tax audits.

HEADINGS

(a) Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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COUNTERPART EXECUTION

(b) This agreement may be executed in two or more Counterparts, Each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

PARTIES IN INTEREST

a. All the terms and provisions of this Agreement shall beBinding and inure to the benefit of and be enforceable by the

GOVERNING LAW

b. This Agreement and the legal relationships shall be construed in accordance with the laws of the State of Nevada and California.

INTEGRATED CONTRACT

c. This Agreement constitutes the entire agreement between parties hereto, and there are no agreements, understandings, restrictions, warranties, or representations between the parties other than those set forth or provided for in this agreement.

 TIME OF ESSENCE

Time is of the essence of this Agreement. Inability or failure to complete this contract by the closing date will render this agreement null and void.

Renewable Energy and Power, Inc. The Purchaser			Multichip Display, Inc. The Sellers
By:		By:
	Donald MacIntyre		Char Bugna
	CEO		CEO

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EX-3.5

EXHIBIT 3.5

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EXHIBITB

LED LIGHTING AND RELATED ASSEMBLIES PRODUCT LINE

Customer file and specification for the LED Lighting and Related Assemblies orders; LED Lighting and Related Assemblies layout and manufacturing files. All LED lighting product business orders active at time of closing.

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CORRESP

    reap_corresp.htm