Explanatory Note

Explanatory Note

Rayton Solar, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 12.

PART III

INDEX TO EXHIBITS

1.	Issuer Agreement with StartEngine Crowdfunding Inc.*
2.1	Certificate of Incorporation*
2.2	Amendment to Certificate of Incorporation*
2.3	Bylaws*
2.4	First Amendment to Amended and Restated Bylaws*
4.	Form of Subscription Agreement*
6.1	Joint Development Agreement dated as of August 11, 2014 by and between Phoenix Nuclear Laboratories, LLC and the Company*
6.2	2014 Equity Incentive Plan*
6.3	Convertible Promissory Note with ReGen America Inc.*
8.	Form of Escrow Agreement with Provident Trust Group LLC*
11.	Consent of Auditing Accountant, dbbmckennon*
12.	Attorney opinion on legality of the offering
13. 15.	“Test the waters” materials* Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference)*

*Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Xxxxxx, State of California, on January 10, 2017. 

Rayton Solar, Inc.

/s/ Xxxxxx Xxxxx

By Xxxxxx Xxxxx, Chief Executive Officer of Rayton Solar, Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Xxxxxx Xxxxx

Xxxxxx Xxxxx, Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Chairman of the Board of Directors

Date: January 10, 2017 

/s/ Xxxxx Xxxxxxxxxx

Xxxxx Xxxxxxxxxx, Director

Date: January 10, 2017 

/s/ Xxxx Xxxxxxx

Xxxx Xxxxxxx, Director

Date: January 10, 2017