SunWorks Inc (SUNWQ)

[millsy]

RS coming from email i got, will try to post it. Greetings millsy,

SOLAR3D, INC. (SLTD) just filed a Other preliminary information statements.

A summary of the filing is available below:

Other preliminary information statements

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SCHEDULE 14C INFORMATION (RULE 14C-101)

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

x Preliminary Information Statement o Definitive Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

Solar3D, Inc. (Name of Registrant As Specified In Charter)

Payment of Filing Fee (Check the appropriate box):

x No fee required

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:



(4)



(5) Total fee paid:

Fee paid previously with preliminary materials

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:



(1)



(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

SOLAR3D, INC. 26 WEST MISSION AVENUE SANTA BARBARA, CA 93101

PRELIMINARY INFORMATION STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AND REGULATION 14C AND SCHEDULE 14C THEREUNDER THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF DIRECTORS OF SOLAR3D, INC.WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

This information statement (Information Statement) has been mailed on or about January 26, 2015 to the stockholders of record on January 14, 2015 (the Record Date) of Solar3D, Inc., a Delaware corporation (the "Company") in connection with certain actions taken by written consent by a majority of the stockholders of the Company, dated as of January 14, 2015. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, (the Exchange Act) the proposals shall not be taken until at least February 16, 2015, 20 days after the mailing of this Information Statement. THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.

SOLAR3D, INC. 26 WEST MISSION AVENUE SANTA BARBARA, CA 93101

PRELIMINARY INFORMATION STATEMENT PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AND REGULATION 14C AND SCHEDULE 14C THEREUNDER THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF DIRECTORS OF SOLAR3D, INC.WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

GENERAL INFORMATION

To the Holders of Common Stock of Solar3D, Inc.:

Solar3D, Inc. (the Company) is a Delaware corporation with its principal executive offices located at 26 West Mission Avenue, Santa Barbara, California 93101.The Companys telephone number is [phone]. This Information Statement is being sent to the Companys stockholders (the Stockholders) by the board of directors (the Board of Directors) to notify them about certain actions that the holders of a majority of the Companys outstanding voting capital stock have taken by written consent, in lieu of a special meeting of the Stockholders. The action was taken on January 14, 2015, and will be effective on a date that is at least 20days after the mailing of this Information Statement. On January 14, 2015, the Board of Directors of the Company approved the below-mentioned actions and authorized submission of the matters for the approval of the Stockholders. The Stockholders, including the holder of the Companys Series A Preferred Stock, approved the action by written consent in lieu of a meeting on January 14, 2015, in accordance with the Delaware Business Corporation Law (DGCL). Accordingly, neither your vote nor your consent is required and neither is being solicited in connection with the approval of the action. January 14, 2015 is the record date (the Record Date) for the determination of Stockholders who are entitled to receive this Information Statement. This Information Statement has been filed with the Securities and Exchange Commission (the SEC) and is being furnished pursuant to Section14 of the Exchange Act to the Stockholders of the Company to notify such Stockholders of the following: On January 14, 2015, a majority of the voting capital stock of the Company took action in lieu of a special meeting of Stockholders authorizing the Company to amend its Certificate of Incorporation, as amended, to effect a reverse stock split of the our common stock by a ratio of not less than 1-for-15 and not more than 1-for-40 (the Reverse Stock Split) at any time prior to December 31, 2015, with the Board of Directors (the Board) having the discretion as to whether or not the Reverse Stock Split is to be effected, and with the exact ratio of any Reverse Stock Split to be set at a whole number within the above range as determined by the Board in its discretion (the Corporate Actions).

Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least 20 days after the date on which this Information Statement has been mailed to the Stockholders. This Information Statement will serve as written notice to Stockholders pursuant to theDGCL.

ABOUT THE INFORMATION STATEMENT

WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT? This Information Statement is being furnished to you pursuant to Section14 of the Exchange Act to notify the Companys Stockholders as of the close of business on the Record Date of a corporate action taken by a majority of the Companys Stockholders. Stockholders holding a majority of the Companys outstanding voting capital stock have voted in favor of the Corporate Actions as outlined in this Information Statement, which action will be effective on a date that is at least 20days after the mailing of this Information Statement.

WHO IS ENTITLED TO NOTICE? Each outstanding share of the Companys voting securities on the close of business on the Record Date is entitled to notice of each matter voted on by the Stockholders. Stockholders as of the close of business on the Record Date that held the authority to cast votes in excess of fifty percent (50%) of the Companys outstanding voting power have voted in favor of the Corporate Actions. Under theDGCL, stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu of a meeting of the Stockholders.

WHAT CONSTITUTES THE VOTING SHARES OF THE COMPANY? The voting power entitled to vote on the Corporate Actions consists of the vote of the holders of a majority of the Companys voting securities as of the Record Date. As of the Record Date, the Companys voting securities consisted of 357,666,447 shares of Common Stock and 4,400 shares of Series A preferred stock (the Series A Preferred Stock). Each share of SeriesA Preferred Stock is entitled to cast such number of votes equal to 100,000. WHAT CORPORATE MATTERS DID THE STOCKHOLDERS VOTE FOR, AND HOW DID THEY VOTE?

Stockholders holding a majority of our outstanding voting securities have voted in favor of the following proposals:

To approve the amendment to our Certificate of Incorporation, as amended, to effect



1.

a reverse stock split of the our common stock by a ratio of not less than 1-for-15 and not more than 1-for-40 at any time prior to December 31, 2015, with the Board of Directors having the discretion as to whether or not the Reverse Stock Split is to be effected, and with the exact ratio of any Reverse Stock Split to be set at a whole number within the above range as determined by the Board in its discretion. WHAT VOTE IS REQUIRED TO APPROVE THE REVERSE STOCK SPLIT AND THE AUTHORIZED CAPITAL CHANGE? No further vote is required for approval of the Reverse Stock Split.

WHO IS PAYING THE COST OF THIS INFORMATION STATEMENT?

We will pay for preparing, printing and mailing of this information statement. Our costs are estimated at approximately $5,000.

OUTSTANDING VOTING SECURITIES As of the Record Date, the Companys authorized capital consisted of 1,005,000,000 shares of capital stock, 1,000,000,000 of which are authorized as common stock, par value $0.001 per share (the Common Stock) and 5,000,000 of which are authorized as preferred stock, par value $0.001 per share (the Preferred Stock). . As of the Record Date, the Companys voting securities consisted of 357,666,447 shares of Common Stock and 4,400 shares of Series A preferred stock (the Series A Preferred Stock). Each share of outstanding Common Stock is entitled to one vote on matters submitted to the Stockholders.Each share of SeriesA Preferred Stock is entitled to cast such number of votes equal to 100,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the beneficial ownership of our common stock as of January 13, 2015, by (a)each person who is known by us to beneficially own 5% or more of our common stock, (b)each of our directors and executive officers, and (c)all of our directors and executive officers as a group. Common Stock

Number of

Shares Percentage

Name of

Owned (2)

Beneficial Owner (1) Owned (2)

(3)

James Nelson 4,190,000 1.2%

Mark Richardson 522,705 *

1.3%

4,625,000

Emil Beitpolous

Abe Emard 21,334,270 6.0%

Frank Hunt - *

*

610,696

John Van Slooten

All officers and directors as a group (6 persons) 26,391,975 8.7%

Cumorah Capital,

7.4%

26,535,946

LLC

Pearl Innovations, LLC 21,165,950 5.9%

Roland F. Bryan 15,979,238 4.5%

(1) The address for our officer and director is 26 West Mission Avenue, Santa Barbara, California 93101. (2) 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 subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of January 14, 2015 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. (3) Percentage based on 357,666,447 shares of Common Stock and 4,400 shares of Series A preferred stock issued and outstanding.

PROPOSAL 1:

AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

General On January 14, 2015, the board of directors of the Company approved an amendment, subject to shareholder approval, to the Companys Certificate of Incorporation, as amended, to effect a reverse stock split of the our common stock by a ratio of not less than 1-for-15 and not more than 1-for-40 (the Reverse Stock Split) at any time prior to December 31, 2015, with the Board of Directors (the Board) having the discretion as to whether or not the Reverse Stock Split is to be effected, and with the exact ratio of any Reverse Stock Split to be set at a whole number within the above range as determined by the Board in its discretion (the Corporate Actions). The Stockholders approved the Reverse Stock Split by written consent in lieu of a meeting on January 14, 2015. The Company currently has authorized 1,005,000,000 shares of capital stock, 1,000,000,000 of which are authorized as common stock, par value $0.001 per share (the Common Stock) and 5,000,000 of which are authorized as preferred stock, par value $0.001 per share (the Preferred Stock).As of the Record Date, there were outstanding 357,666,447 shares of Common Stock and 4,400 shares of Series A preferred stock, respectively.

Purposes of the Proposed Reverse Stock Split

Satisfaction of Initial Listing Requirements of National Securities Exchange.

Our Board is submitting the Reverse Stock Split to our Stockholders for approval with the primary intent of increasing the market price of our Common Stock to enhance our ability to meet the initial listing requirements of either The NASDAQ Capital Market or NYSE MKT LLC and to make our Common Stock more attractive to a broader range of institutional and other investors.The Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but unissued shares that would become available as a result of the Reverse Stock Split.In addition to increasing the market price of our Common Stock, the Reverse Stock Split would also reduce certain of our costs, as discussed below.Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Stock Split is in the Companys and our Stockholders best interests. We believe that the Reverse Stock Split will enhance our ability to obtain an initial listing on either The NASDAQ Capital Market or NYSE MKT LLC. The NASDAQ Capital Market requires, among other items, an initial bid price of least $4.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share.The NYSE MKT LLC requires, among other items, an initial bid price of least $3.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share. Reducing the number of outstanding shares of our Common Stock should, absent otherfactors, increase the per share market price of our Common Stock, although we cannot provide any assurance that our minimum bid price would remain following the Reverse Stock Split over the minimum bid price requirement of any such stock exchange. Increase Our Common Stock Price to a Level More Appealing for Investors. We believe that the Reverse Stock Split could enhance the appeal of our Common Stock to the financial community, including institutional investors, and the general investing public.We believe that a number of institutional investors and investment funds are reluctant to invest in lower-priced securities and that brokerage firms may be reluctant to recommend lower priced stock to their clients, which may be due in part to a perception that lower-priced securities are less promising as investments, are less liquid in the event that an investor wishes to sell its shares, or are less likely to be followed by institutional securities research firms and therefore to have less third-party analysis of the company available to investors.We believe that the reduction in the number of issued and outstanding shares of our Common Stock caused by the Reverse Stock Split, together with the anticipated increased stock price immediately following and resulting from the Reverse Stock Split, may encourage interest and trading in our Common Stock and thus possibly promote greater liquidity for our Stockholders, thereby resulting in a broader market for our Common Stock than that which currently exists.

We cannot assure you that all or any of the anticipated beneficial effects on the trading market for our Common Stock will occur.Our Board of Directors cannot predict with certainty what effect the Reverse Stock Split will have on the market price of our Common Stock, particularly over the longer term.Some investors may view a Reverse Stock Split negatively, which could result in a decrease in our market capitalization.Additionally, any improvement in liquidity due to increased institutional or brokerage interest or lower trading commissions may be offset by the lower number of outstanding shares. Effect of Reverse Stock Split on Authorized Shares of Common Stock How a Reverse Stock Split Will Affect Securityholders . The Reverse Stock Split will affect all of our Stockholders uniformly and will not affect any Stockholders percentage ownership interests in us, except to the extent that the Reverse Stock Split results in any of our Stockholders owning a fractional share. No fractional shares shall be issued. In lieu of issuing fractional shares, the Company will issue to any stockholder who otherwise would have been entitled to receive a fractional share as a result of the Reverse Stock Split an additional full share of its Common Stock. New Shares will remain fully paid and nonassessable.

Depending on the ratio for the Reverse Stock Split determined by our board of directors, a minimum of 15 and a maximum of 40 shares of existing Common Stock will be combined into one new share of Common Stock.The table below shows, as of the Record Date, the number of outstanding shares of Common Stock that would result from the listed hypothetical Reverse Stock Split ratios (without giving effect to the treatment of fractional shares):

Reverse Stock Split Ratio

1-for-15

1-for-20

1-for-25

1-for-30

1-for-35

1-for-40

The actual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend on the Reverse Stock Split ratio that is ultimately determined by our Board. Effective Increase in Authorized Shares of Common Stock . The Reverse Stock Split, will not change the number of authorized shares of our Common Stock, which is 1,000,000,000, under our Certificate of Incorporation, as amended.Therefore, because the number of issued and outstanding shares of our Common Stock would decrease, the number of shares remaining available for issuance would increase.As explained in more detail below, these additional shares of Common Stock would be available for issuance from time to time for corporate purposes such as acquisitions of companies or assets, sales of stock or securities convertible into Common Stock and raising additional capital.We believe that the availability of the additional shares will provide us with the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment.We have no plans, proposals or arrangements, written or otherwise, at this time, to issue any of the additional available authorized sha res of Common Stock that would result from a Reverse Stock Split. The increased reserve of shares available for issuance may be used to facilitate public or private financings.If sufficient operating funds cannot be generated by operations, we may need to, among other things, issue and sell unregistered Common Stock, or securities convertible into Common Stock, in private transactions.We have no plans or agreements in place for any financing at this time.Such transactions might not be available on terms favorable to us, or at all.We may sell Common Stock at prices less than the public trading price of the Common Stock at the time, and we may grant additional contractual rights to purchase not available to other holders of Common Stock, such as warrants to purchase additional shares of Common Stock or anti-dilution protections.

The increased reserve of shares available for issuance would also give us the flexibility of using Common Stock to raise capital and/or as consideration in acquiring other businesses. Such acquisitions may be effected using shares of Common Stock or other securities convertible into Common Stock and/or by using capital that may need to be raised by selling such securities. In addition, the increased reserve of shares available for issuance may be used for potential equity incentive plans for grants to our employees, consultants and directors, and those of our subsidiaries.Our Board of Directors believes that it is critical to incentivize our officers and employees, and those of our subsidiaries, to increase our revenues and profitability, and as a result, our market value, through equity incentive awards. Such equity incentive plans may also be used to attract and retain employees or in connection with potential acquisitions as we grant options to the employees of the acquired companies.Our board of directors believes that our ability to achieve our growth strategy may be impaired without additional shares of authorized Common Stock that could be used to provide such equity incentives.

The additional authorized but unissued shares of Common Stock may generally be issued from time to time for such proper corporate purposes as may be determined by our Board of Directors, without further action or authorization by our Stockholders, except for some limited circumstances where stockholder approval is required by law or the listing standards of any stock exchange on which our Common Stock may be listed at such time. The possible future issuance of shares of equity securities consisting of Common Stock or securities convertible into Common Stock could affect our current Stockholders in a number of ways, including the following: diluting the voting power of the current holders of Common Stock; diluting the market price of the Common Stock, to the extent that the shares of Common Stock are issued and sold at prices below current trading prices of the Common Stock, or if the issuance consists of equity securities convertible into Common Stock, to the extent that the securities provide for the conversion into Common Stock at prices that could be below current trading prices of the Common Stock; diluting the earnings per share and book value per share of the outstanding shares of Common Stock; and making the payment of dividends on Common Stock potentially more expensive. Fractional Shares. The Reverse Stock Split will affect all of our Stockholders uniformly and will not affect any Stockholders percentage ownership interests in our company, except to the extent that the result of the Reverse Stock Split results in any of our Stockholders owning a fractional share.If this occurs, the fractional shares will be rounded up to the next whole share, including fractional shares that are less than one share.In addition, the Reverse Stock Split will not affect any Stockholders percentage ownership or proportionate voting power.The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. Effect on Voting Rights of, and Dividends on, Common Stock. Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Stock Split.The percentage of outstanding shares owned by each Stockholder prior to the split will remain the same, except for adjustment as a consequence of rounding up any fractional shares created by the Reverse Stock Split to the next whole share, which is discussed in more detail under"Fractional Shares," above.For example, generally, a holder of two percent of the voting power of the outstanding shares of Common Stock immediately prior to the effective time of the Reverse Stock Split would continue to hold two percent of the voting power of the outstanding shares of Common Stock after a Reverse Stock Split. We have not in the past declared, nor do we have any plans to declare in the foreseeable future, any distributions of cash, dividends or other property, and we are not in arrears on any dividends.Therefore, we do not believe that a Reverse Stock Split would have any effect with respect to future distributions, if any, to our Stockholders. Effect on Registered and Beneficial Stockholders. Upon the consummation of the Reverse Stock Split, we intend to treat Stockholders holding stock in "street name," through a bank, broker or other nominee, in the same manner as registered Stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders, holding the stock in "street name."However, such banks, brokers or other nominees may have different procedures than registered Stockholders for processing the Reverse Stock Split.If you hold your shares with such a bank, broker or other nominee and if you have any questions in this regard, we encourage you to contact your nominee.

Effect on Registered "Book-entry" Stockholder. Our registered Stockholders may hold some or all of their shares electronically in book-entry form.These Stockholders will not have stock certificates evidencing their ownership of the stock. These Stockholders are, however, provided with a statement reflecting the number of shares registered in their accounts.If you hold shares in book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares.A transaction statement will automatically be sent to your address of record indicating the number of shares you hold. Effect on Registered Certificated Shares. Some of our registered Stockholders hold all their shares in certificate form or a combination of certificate and book-entry form.If any of your shares are held in certificate form, you do not need to take any action to exchange your stock certificate .Stockholders may continue to make sales or transfers using their old stock certificates.On request, we will issue new certificates to anyone who holds old stock certificates in exchange therefor.Any request for new certificates into a name different from that of the registered holder will be subject to normal stock transfer requirements and fees, including proper endorsement and signature guarantee, if required. Effect on Liquidity .The decrease in the number of shares of our common stock outstanding as a consequence of the Reverse Stock Split may decrease the liquidity in our Common Stock if the anticipated beneficial effects on the trading market for our Common Stock do not occur.See "Purposes of the Proposed Reverse Stock Split," above. Potential Anti-Takeover Effect. If the Reverse Stock Split is approved, the increased proportion of authorized but unissued shares of our Common Stock to issued and outstanding shares thereof could, under certain circumstances, have an anti-takeover effect.For example, such a change could permit future issuances of our Common Stock that would dilute the stock ownership of a person seeking to effect a change in composition of our board of directors or contemplating a tender offer or other transaction for the combination of our company with another entity.The Reverse Stock Split, however, is not being proposed in response to any effort of which we are aware to accumulate shares of our Common Stock or to obtain control of us.

Effective Date of the Reverse Stock Split. The Reverse Stock Split would become effective upon the filing and effectiveness (the "Effective Time") of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, substantially in the form attached hereto as Appendix A . In addition, our Board of Directors reserves the right, notwithstanding stockholder approval and without further action by the Stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the Certificate of Amendment, our Board of Directors, in its sole discretion, determines that it is no longer in our Company's best interests and the best interests of our stockholders to proceed with the Reverse Stock Split. No Going Private Transaction Notwithstanding the decrease in the number of outstanding shares following the proposed Reverse Stock Split, our Board of Directors does not intend for this transaction to be the first step in a "going private transaction" within the meaning of Rule 13e-3 of the Exchange Act. Certain Federal Income Tax Consequences of a Reverse Stock Split The following summary of certain material federal income tax consequences of the Reverse Stock Split does not purport to be a complete discussion of all of the possible federal income tax consequences and is included for general information only.Further, it does not address any state, local, foreign or other income tax consequences, nor does it address the tax consequences to Stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities.The discussion is based on the United States federal income tax laws as of the date of this consent solicitation statement.Such laws are subject to change retroactively as well as prospectively.This summary also assumes that the shares of Common Stock are held as "capital assets," as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property hel d for investment).The tax treatment of a stockholder may vary depending on the facts and circumstances of such stockholder.EACH STOCKHOLDER IS URGED TO CONSULT WITH SUCH STOCKHOLDER'S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

No gain or loss should be recognized by a stockholder upon the stockholder's exchange of shares pursuant to the Reverse Stock Split.The aggregate tax basis of the shares received in the Reverse Stock Split will be the same as the stockholder's aggregate tax basis in the shares exchanged.The stockholder's holding period for the shares received in the Reverse Stock Split will include the period during which the stockholder held the shares surrendered as a result of the Reverse Stock Split.Our views regarding the tax consequences of the Reverse Stock Split are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would accept the positions expressed above.The state and local tax consequences of the Reverse Stock Split may vary significantly as to each stockholder, depending on the state in which such stockholder resides. We will not recognize any gain or loss as a result of the Reverse Stock Split.

Accounting Consequences and Effect on Registration of Common Stock Under the Securities Exchange Act of 1934 The par value of our Common Stock would remain unchanged at $0.001 per share after the Reverse Stock Split.However, the Common Stock as designated on our balance sheet would be adjusted downward in respect of the shares of the new Common Stock to be issued in the Reverse Stock Split such that the Common Stock would become an amount equal to the aggregate par value of the shares of new Common Stock being issued in the Reverse Stock Split, and that the additional paid in capital as designated on our balance sheet would be increased by an amount equal to the amount by which the Common Stock was decreased.Additionally, net income (loss) per share would increase proportionately as a result of the Reverse Stock Split since there will be a lower number of shares outstanding. Our Common Stock is currently registered under the Exchange Act.A Reverse Stock Split would not affect the registration of our Common Stock under the Exchange Act.After the Reverse Stock Split, our Common Stock would continue to be reported on the Over-the-Counter Bulletin Board market under the symbol "SLTD." No Appraisal Rights Neither Delaware law nor our Certificate of Incorporation or bylaws provide our Stockholders with dissenters' or appraisal rights in connection with this proposal. ANNUALAND QUARTERLY REPORTS Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, as filed with the SEC, excluding exhibits, are being mailed to Stockholders with this Information Statement. We will furnish any exhibit to our Annual Report on Form 10-K or Quarterly Report on Form 10-Q free of charge to any shareholder upon written request to the Company at 26 West Mission Avenue, Santa Barbara, California 93101, Attn: CEO. The Annual Report and Quarterly Report are incorporated in this Information Statement. You are encouraged to review the Annual Report and Quarterly Report together with subsequent information filed by the Company with the SEC and other publicly available information. COST OF INFORMATION STATEMENT The Company is making the mailing and will bear the costs associated therewith. There will be no solicitations made.

DELIVERY OF INFORMATION TO A SHARED ADDRESS If you and one or more Stockholders share the same address, it is possible that only one Information Statement was delivered to your address. Any registered shareholder who wishes to receive a separate copy of the Information Statement at the same address now or in the future may mail a request to receive separate copies to Solar3D, Inc., 26 West Mission Avenue, Santa Barbara, California 93101, Attn: CEO, or call the Company at [phone] and we will promptly deliver the Information Statement to you upon your request. Stockholders who received multiple copies of this Information Statement at a shared address and who wish to receive a single copy may direct their request to the same address. FORWARD-LOOKING STATEMENTS AND INFORMATION This Information Statement includes forward-looking statements within the meaning of Section27A of the Securities Act and Section21E of the Exchange Act. You can identify our forward-looking statements by the words expects, projects, believes, anticipates, intends, plans, predicts, estimates and similar expressions. The forward-looking statements are based on managements current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecast in the forward-looking statements. You should rely only on the information the Company has provided in this Information Statement. The Com pany has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Information Statement is accurate as of any date other than the date on the front of the document. WHERE YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any materials that the Company files with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SECs Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov. Copies of these materials may also be obtained by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. By Order of the Board of Directors James B. Nelson Chief Executive Officer Santa Barbara, CA January 14, 2015

Appendix A

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

SOLAR3D, INC.

The undersigned, being the Chief Executive Officer and Secretary of Solar3D, Inc.., a corporation existing under the laws of the State of Delaware, do hereby certify under the seal of the said corporation as follows:

1.The Certificate of Incorporation of the Corporation is hereby amended by replacing Article IV, in its entirety, with the following: FOURTH:

A. CAPITALIZATION. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is One Billion FiveMillion(1,005,000,000)shares,consistingof (a) OneBillion (1,000,000,000) shares of Common Stock, par value $0.001 per share ("Common Stock"), and (b) Five Million (5,000,000) shares of Preferred Stock, par value $0.001 per share ("Preferred Stock").

B. PREFERRED STOCK. The Board of Directors of the Corporation (the "Board of Directors") is authorized to provide, by resolution, for one or more series of Preferred Stock to be comprised of authorized but unissued shares of Preferred Stock. Except as may be required by law, the shares in any series of Preferred Stock need not be identical to any other series of Preferred Stock. Before any shares of any such series of Preferred Stock are issued, the Board of Directors shall fix, and is hereby expressly empowered to fix, by resolution, the rights, preferences and privileges of, and qualifications, restrictions and limitations applicable to, such series.

The Board of Directors is authorized to increase the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series of Preferred Stock. The Board of Directors is authorized to decrease the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series.

C. COMMON STOCK.

1. Except as otherwise required by law, and subject to any special voting rights which may be granted to any additional series of Preferred Stock in the Board of Directors resolutions which create such series, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder's name on the records of the Corporation on each matter submitted to a vote of the stockholders. Holders of Common Stock shall not have the right to cumulative voting in the election of directors of the Corporation.

2. Subject to the rights of the holders of the Preferred Stock, if any, the holders of the Common Stock shall be entitled to receive such dividends and other distributions, in cash, securities or property of the Corporation, as may be declared thereon from time to time by the Board of Directors, out of the assets and funds of the Corporation legally available therefor.

3. Upon filing and effectiveness of a one-for-______ reverse stock split of the Corporations Common Stock, all issued and outstanding shares, as of the effective date, shall be consolidated to the extent that the issued and outstanding shares of Common Stock shall be reduced from _________ prior to the reverse split to approximately ________ following the reverse stock split. No fractional shares shall be issued. In lieu of issuing fractional shares, the Corporation will issue to any stockholder who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split an additional full share of its Common Stock.

2.The amendment of the certificate of incorporation herein certified has been duly adopted by the unanimous written consent of the Corporations Board of Directors and a majority of the Corporations stockholders in accordance with the provisions of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate of Amendment of the Corporation's Certificate of Incorporation, as amended, to be signed by James B. Nelson, its Chief Executive Officer, this __ day of ________, 2015.

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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