UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~April~~July 142, 2009

APPLIED SOLAR, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-50450		98-0370750
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3560 Dunhill Street

San Diego, California 92101

(Address of principal executive offices, including zip code)

(858) 909-4080

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting material pursuant to Rule 14a~~-~~12 under the Exchange Act (17 CFR 240.14a~~1-~~12)~~

oItem 1.01. Entry ~~Pre-commencement~~into ~~communications~~a Material ~~pursuant~~Definitive ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Agreement.~~14d-2(b))~~

oAdditional Amendment ~~Pre-commencement~~of ~~communications~~Secured ~~pursuant~~Loan ~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~Financing

~~Item~~Applied 4Solar, Inc.~~02. Non~~ (the “Company” or “we”) previously disclosed in our current report on form 8-~~Reliance~~K filed on ~~Previously~~May ~~Issued~~22, ~~Financial~~2009 ~~Statements~~that orwe entered into a ~~Related~~certain ~~Audit~~definitive ~~Report~~loan orand ~~Completed~~security ~~Interim~~agreement ~~Review~~(the “Loan Agreement”) with The Quercus Trust dated May 18, 2009, pursuant to which we borrowed an additional $698,000 from The Quercus Trust. We also reported that as a condition of the financing, the Loan Agreement required that the Company file for reorganization and protection from creditors pursuant to Title 11 of the U.S. Bankruptcy Code within thirty (30) days following May 18, 2009.

AsWe ~~previously~~ also disclosed ~~under~~in ~~Item~~a 5current ~~of Applied~~report ~~Solar,~~on ~~Inc.’s~~Form ~~(the~~8-K ~~“Company~~filed June 18,” ~~“us”~~2009 orthat “we”) ~~Quarterly Report on Form~~entered ~~10-Q~~into ~~filed~~an ~~for~~amendment to the ~~quarter~~Loan ~~ended~~Agreement ~~February~~on 28June 11, 2009, on(the ~~April 14~~“Amendment”), pursuant ~~2008,~~to ~~based upon~~which ~~our~~we ~~review~~increased ~~of our~~the ~~accounting~~$698,000 ~~treatment~~principal ~~for~~amount ~~certain~~of ~~restricted~~the ~~stock~~loan ~~and~~provided ~~stock~~by ~~option~~the ~~modification~~Loan ~~transactions~~Agreement ~~recorded~~by ~~during~~an ~~the~~additional ~~quarter ended November 30~~$85, ~~2008~~000, weand ~~determined~~delivered ~~that~~an additional ~~these~~secured ~~transactions~~promissory ~~were~~note ~~incorrectly accounted~~in ~~for~~the ~~under~~principal ~~SFAS~~amount ~~123R~~of $85,000 (the “~~Share-Base~~June ~~Payment.~~11 Note”). ~~Under~~The Amendment also extended the maturity date on the ~~treatment~~notes ~~prescribed~~issued inpursuant ~~SFAS~~to ~~123R,~~the weLoan ~~understated~~Agreement ~~our~~to ~~non-cash~~June ~~stock~~30, 2009. In ~~compensation~~connection ~~recorded~~with inthe ~~Selling~~Amendment, ~~General~~the ~~and~~Company ~~Administrative~~entered byinto ~~$10.7~~a ~~million~~Forbearance inAgreement ~~our~~with ~~2nd~~The ~~quarter~~Quercus ofTrust ~~fiscal~~(the ~~year~~“Forbearance Agreement”) ~~2009~~pursuant ~~financial~~to ~~statements~~which ~~filed~~Quercus inagreed ~~our~~to ~~Form~~forbear ~~10-Q~~from exercising ~~for~~its ~~the~~rights ~~three~~ and ~~six~~remedies ~~months~~against ~~ended~~the ~~November~~Company ~~30,~~in ~~2008. Until~~respect ~~such~~of specified defaults ~~errors~~identified in the ~~consolidated~~following ~~financial~~agreements ~~statements~~with ~~for~~ the ~~three~~Company: Loan and ~~six months~~Security ~~ended~~Agreement ~~November~~dated 30May 18, ~~2008~~2009, ~~are~~the ~~corrected~~Loan ~~through~~and anSecurity ~~amended~~Agreement ~~filing,~~dated ~~such~~April ~~financial~~29, ~~statements~~2008 ~~should~~and ~~not~~the beSeries ~~relied~~B ~~upon. Authorized~~Convertible ~~officers~~Note ofdated ~~the~~September ~~Company discussed~~19, 2007 (collectively, the ~~foregoing~~“Specified ~~matters~~Loan Agreements”). The ~~with~~forbearance ~~the~~period ~~Company’s~~extended ~~independent~~through July 1, ~~accountant~~2009.

~~For~~On July 2, 2009, the Company executed an additional amendment to the Loan Agreement and ~~avoidance~~the June 11 Note which extended the maturity date of ~~doubt~~the June 11 Note to July 15, 2009 and extended the ~~Company’s~~date ~~previously-disclosed~~by ~~intention~~which tothe Company must file for bankruptcy to ~~reorganization~~July ~~and~~15, ~~protection~~2009. In ~~from~~addition, ~~creditors~~the Company executed an amendment to the Forbearance Agreement to extend the forbearance period applicable to the Specified Loan Agreements to July 15, 2009. Also on July 2, 2009, pursuant to ~~Title~~the 11amended Loan Agreement, the Company executed an additional promissory note in favor of The Quercus Trust in the Uamount of $468,000 (the “Promissory Note”) in respect of an additional $468,000 funded by The Quercus Trust to the Company (the “Financing”).S. The ~~Bankruptcy~~terms ~~Code~~of ~~has~~the ~~not~~Promissory ~~changed~~Note are substantially similar to the June 11 Note and matures and is due and payable in full on July 15, 2009. In connection with the Financing, the Company’s subsidiaries executed an unconditional and irrevocable guaranty of the Company’s obligations under the Promissory Note in favor of The Quercus Trust.

The proceeds received from the Financing were substantially allocated to certain critical payments. The Company expects that it will need additional funds during the week of July 6, 2009 in order to continue operations. The Company anticipates that it will file for reorganization and protection from creditors pursuant to Title 11 of the U.S. Bankruptcy Code within the coming weeks.

Investors are cautioned that they are likely to lose all of their investment in the Company’s common stock in the bankruptcy process. Stockholders of a company in chapter 11 generally receive value only if all claims of the company’s secured and unsecured creditors are fully satisfied. Based on current information, our management does not believe that our secured and unsecured creditors claims will be satisfied in full in any chapter 11 proceeding.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in item 1.01 under the heading “Additional Amendment of Secured Loan Financing” is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APPLIED SOLAR, INC.

	By:	/s/ Dalton W. Sprinkle
		Dalton W. Sprinkle
		General Counsel

Date: ~~June 24,~~July 6, 2009

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