UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, ~~2007~~ 2008.

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission file number: 000-28429

PLANKTOS CORP.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of

incorporation or organization)

68-0423301

(I.R.S. Employer

Identification No.)

~~145-925~~73200 ~~West~~El ~~Georgia Street~~Paseo, ~~Vancouver~~Suite 2H, ~~British~~Palm ~~Columbia~~Desert, ~~Canada~~California, ~~V6C 3L2~~92260

(Address of principal executive offices) (Zip Code)

(~~604~~760) ~~669~~773-~~4771~~1111

(Issuer’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: none.

Securities registered under Section 12(g) of the Exchange Act: common stock (title of class), $0.0001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933: Yes o No þ. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act: Yes o No þ.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act: Yes o No þ.

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ No o.

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act: smaller reporting company þ.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes þ No o.

The aggregate market value of the registrant's common stock, $0.001 par value, held by non-affiliates (3839,~~623~~751,~~873~~ 838 shares) was approximately $~~579~~874,~~358~~540 based on the average closing bid and asked prices ($0.~~015~~022) for the common stock on April 2514, ~~2008~~2009.

At April ~~25,~~ ~~2008~~14, 2009 the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 84,751,838.

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TABLE OF CONTENTS

PART I


		Page

PART I.
	Item 1. Business		3
	Item 1A. Risk Factors		7
	Item 1B. Unresolved Staff Comments		9
	Item 2. Properties		9
	Item 3. Legal Proceedings		10
	Item 4. Submission of Matters to a Vote of Security Holders		10
PART II.
	Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		10
	Item 6. Selected Financial Data		12
	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations		13
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk		18
	Item 8. Financial Statements and Supplementary Data		18
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		19
	Item 9A. Controls and Procedures (Item 9A (T))		19
	Item 9B. Other Information		21
PART III.
	Item 10. Directors, Executive Officers and Corporate Governance		21
	Item 11. Executive Compensation		23
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		24
	Item 13. Certain Relationships and Related Transactions, and Director Independence		25
	Item 14. Principal Accountant Fees and Services		25
PART IV.
	Item 15. Exhibits and Financial Statement Schedules		26
	Signatures		27

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Item1. Business 3

Item 1A. Risk Factors 8

Item 1B. Unresolved Staff Comments 10

Item 2. Properties 10

Item 3. Legal Proceedings 11

Item 4. Submission of Matters to a Vote of Security-Holders 11

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 11

Item 6. Selected Financial Data 13

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 13

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 17

Item 8. Financial Statements and Supplementary Data 18

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 19

Item 9A. Controls and Procedures (Item 9A (T)) 19

Item 9B. Other Information 21

PART III

Item 10. Directors, Executive Officers, and Corporate Governance 21

Item 11. Executive Compensation 24

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 25

Item 13. Certain Relationships and Related Transactions, and Director Independence 25

Item 14. Principal Accountant Fees and Services 26

Item 15. Exhibits and Financial Statement Schedules 26

Signatures 27

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PART I

ITEM 1. BUSINESS

As used herein the terms “Company,” “it,” “its,” “we,” “our,” and “us” refer to Planktos Corp., and its subsidiaries and predecessors, unless context indicates otherwise.

Corporate History

The Company was incorporated as “eWorld Travel Corp” on December 10, 1998 to provide internet-based travel services. We changed our name to “GYK Ventures, Inc.” on September 23, 2002, and to “Diatom Corporation” on July 8, 2005. On March 7, 2007, we changed our name to “Planktos Corp.” to focus on carbon sequestration after entering into an agreement to acquire Planktos, Inc. from Solar Energy Limited (“Solar”) pursuant to a share exchange that caused the Company to become a majority controlled subsidiary of Solar.

~~Due~~The methods for sequestering carbon were intended to ~~the significance~~be ofby ~~recent~~“iron-fertilization” ~~events,~~of ~~including~~the ~~those~~oceans ~~subsequent~~designed to ~~the~~generate ~~year~~plankton ~~ended~~blooms ~~December~~in ~~31, 2007,~~combination ~~our~~with ~~corporate~~reforestation ~~history,~~projects ~~from~~as ~~this~~a ~~point~~means ~~forward,~~to isresist ~~presented~~global inwarming ~~reverse~~and ~~chronological order~~quantify carbon credits.

InThe ~~December 2007~~Company’s ~~the~~efforts ~~Company~~to ~~suspended~~finance ~~its~~and conduct an “iron-fertilization” prove out ~~efforts~~program ~~and commenced~~while ~~efforts~~at the same time attempting to ~~wind~~fund ~~down~~a ~~its~~reforestation ~~business~~project ~~subsequent~~in toHungary ~~December~~were ~~31,~~not ~~2007~~successful. ~~The~~A ~~Company has~~combination ~~terminated~~of ~~all~~poor ~~employees~~market ~~and~~conditions, iscondemnation infrom ~~the~~certain ~~process~~environmental ofgroups ~~closing~~and ~~its~~local ~~Foster~~opposition ~~City,~~to ~~California~~ocean research caused Planktos to suspend ~~office~~operations in December of 2007. ~~Our~~By ~~principal~~the ~~place~~end of ~~business~~the ~~has~~first ~~moved~~quarter toof ~~145-925~~2008 ~~West~~the ~~Georgia~~Company ~~Street, Vancouver,~~had ~~British~~sold ~~Columbia,~~it’s ~~Canada~~research ~~V6C 3L2~~vessel, ~~and~~terminated ~~its~~all ~~telephone~~employees ~~number~~and isceased ~~(604) 669-4771~~operations.

~~Despite vigorous~~The efforts to finance, implement and conduct our “iron-fertilization” prove-out program a combination of poor market conditions, international condemnation from certain environmental groups and local opposition to the prospective site of the ocean research caused the Company tois ~~place~~currently ~~its~~without ~~efforts to sustain research and development~~ operations ~~on hold~~.

On February 22, 2008 the Company entered into a Settlement and Release Agreement with Russ George, Solar Energy Limited (“Solar”), and Nelson Skalbania for the purposes of separating the services and know-how of Russ George, from the Company. The agreement provided that Russ George resign his positions as the Company’s chief executive officer, chief financial officer and principal accounting officer, resign from the Company’s board of directors and return to Solar for cancellation 3,500,000 shares of Solar that were issued to him for his ownership interest in Planktos, Inc. (“Planktos”) (and his interest in D2Fusion, Inc., a wholly owned subsidiary of Solar) in exchange for his right to the exclusive use of the name “Planktos” and the non-exclusive use of the proprietary know-how associated with “iron-fertilization”.

OnThe ~~February 21,~~methods ~~2008~~for ~~the~~sequestering ~~Company~~carbon ~~executed~~were anintended ~~Agreement~~ to ~~sell~~be ~~its~~by ~~sixty percent (60%) interest in Klimafa S.A. (~~“~~Klimafa~~iron-fertilization”) toof ~~Dr.~~the ~~David~~oceans ~~Gazdag~~designed into ~~exchange~~generate ~~for~~plankton ~~two~~blooms ~~hundred and fifty thousand dollars ($250,000)~~ in ~~the~~combination ~~form~~with ofreforestation aprojects ~~convertible~~as ~~debenture with~~ a ~~repayment term~~means ~~being~~to ~~the~~resist ~~earlier~~global ofwarming ~~ten~~and ~~years~~quantify ~~or Klimafa’s generation of cash flow, bearing four percent (4%) per annum, convertible into sequestered tones of~~ carbon ~~dioxide (“CO2”)~~ credits.

On January 21, 2008, the Company entered into a letter of intent with the St Petersburg Environmental Research Center (“SPERC”) to sell its research vessel the Weatherbird II according to certain terms and conditions in exchange for a purchase price of $1,000,000 of which ~~which~~ $100,000 was paid on acceptance of the letter of intent. Further to mutual agreement, the terms of the letter of intent were subsequently assigned to Sperc Explorer, Inc. The balance of the purchase price was paid to the Company on February 29, 2008 at which time title to the Weatherbird II passed to Sperc Explorer, Inc.

On February 21, 2008 the Company executed an agreement to sell its sixty percent (60%) interest in Klimafa S.A. to Dr. David Gazdag in exchange for two hundred and fifty thousand dollars ($250,000) in the form of a 3convertible debenture with a repayment term being the earlier of ten years or Klimafa’s generation of cash flow, bearing four percent (4%) per annum, convertible into sequestered tones of carbon dioxide (“CO2”) credits.

~~Due~~On ~~to delays~~February ~~in initiating a planned “iron-fertilization” prove-out program by Planktos~~22, 2008 the Company ~~determined~~and ~~to acquire Planktos as a subsidiary from~~ Solar. ~~On January 12, 2007, we~~ entered into an agreement towith ~~acquire~~Russ ~~Planktos~~George, inthe ~~exchange~~proponent ~~for 45,000,000 shares~~ of ~~our~~the ~~common~~carbon ~~stock~~sequestration processes, ~~and~~to ~~the~~separate ~~fulfillment~~itself ofand ~~certain~~its ~~conditions~~subsidiaries onfrom orhis ~~before closing. On August 9~~management, ~~2007,~~pursuant weto ~~acquired~~which ~~Planktos~~Mr. ~~and~~George ~~its~~agreed ~~majority~~to ~~owned~~cancel ~~subsidiary KlimaFA~~3.5 ~~Since the~~million shares ~~issued~~of to Solar asin ~~consideration~~ exchange for the ~~acquisition~~non-exclusive ~~effectively~~use ~~changed control~~ of the ~~Company,~~know ~~Planktos~~how ~~was~~associated ~~deemed,~~“iron-fertilization” ~~for~~and ~~financial~~the ~~reporting~~exclusive ~~purposes,~~use toof ~~have acquired~~ the ~~Company~~ inname ~~a reverse acquisition~~“Planktos”.

On August 17, 2005, the Company entered into an Iron-Fertilization Prove-Out and Purchase Agreement with Planktos and Solar) to provide developmental funding for Planktos’ “iron-fertilization” prove out program of its CO2 sequestration process. We agreed to provide up to 25% of that program’s cost in exchange for exclusive marketing and intellectual property rights to Planktos’ marine based sequestration process.3

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~~The~~ On November 12, 2008 Solar sold its entire interest in the Company to Maidon Services Limited.

~~Summary~~Our principal place of ~~Operations~~business ~~during~~is ~~the~~located ~~Year~~at ~~Ended~~73200 ~~December~~El 31Paseo, Suite 2H, Palm Desert, California, 92260, and our telephone number is (760) 773-1111. Our ~~2007~~registered statutory office is located at The Company Corporation, 2711 Centerville Road, Wilmington, Delaware, 19808.

~~In December 2007 the Company suspended “iron-fertilization” prove-out efforts and commenced efforts to wind down its business.~~ The Company’s ~~has~~shares ~~terminated~~are ~~all~~quoted ~~employees~~on ~~and is in~~ the ~~process~~ ofPink ~~closing~~Sheets ~~its~~under ~~Foster~~the ~~City,~~symbol ~~California office~~“PLTK”. ~~Our principal place of business has moved to 145-925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2.~~

The Company was a Foster City, California based business focused on reviving marine as well as land based ecosystem health and biodiversity with the intention of slowing global climate change. We had launched a two year pilot project series to restore hundreds of millions of tons of missing plankton plant life in the open seas to sequester tens of millions of tons of CO2 in the deep ocean for centuries or more. On land, KlimaFa, our majority owned subsidiary, had intended to plant thousands of hectares of new, permanently protected, native forests in the national parks system of the European Union and elsewhere.

~~Both~~The ~~ocean plankton~~Company’s ~~and~~plan ~~forest~~of ~~ecorestoration~~operation ~~projects~~for ~~remove~~the ~~huge~~coming ~~quantities~~year ofis ~~global~~to ~~warming CO2~~actively ~~from~~pursue ~~the~~development ~~atmosphere.~~stage ~~Long~~assets ~~term~~and ~~CO2~~emerging ~~reductions~~businesses ~~can~~with ~~now~~which beto ~~banked and~~merge ~~traded~~or ~~like~~acquire. We intend to function as a ~~commodity~~business inincubator ~~international~~for ~~carbon~~assets ~~markets.~~and ~~Consequently,~~businesses ~~the~~that focus on (i) cost-effective renewable ~~Company’~~energy ~~business~~sources ~~model~~that ~~was~~do not threaten the environment, and (ii) practical solutions to ~~restore~~mitigate the ~~planet~~effects of traditional energy sources’s ~~most~~unintended ~~vital~~consequences ~~biological systems~~concerning ~~while~~global ~~generating~~climate ~~what~~change. itWe ~~believed~~intend ~~would~~to befund the ~~largest~~process ~~volume~~ of ~~lowest~~driving ~~cost greenhouse~~emerging ~~gas~~technologies ~~offsets~~towards orcommercial ~~“carbon~~applications ~~credits”~~through ~~available~~debt toor ~~commercial, governmental~~equity ~~and~~offerings ~~green~~tied ~~consumer~~to ~~clients~~our common stock.

~~Forests~~Selection of ~~the~~a ~~Ocean~~Business

~~Plankton~~Management ~~in our~~has ~~oceans~~adopted isa ~~well~~policy ~~documented~~of inseeking ~~its~~opportunities ~~utilization~~that it considers to be of ~~photosynthesis~~exceptional quality. As a result of this policy, the Company may have to ~~absorb~~wait some time before consummating a suitable transaction. Management recognizes that ~~CO2~~due to its limited resources that it may be at a competitive disadvantage when vying with other acquiring interests or entities. The Company does not intend to restrict its consideration to any particular business or industry segment, and the Company may consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing or high-technology. However, due to the Company’s ~~commercial~~limited ~~objective~~financial ~~was~~resources, tothe ~~produce~~scope ~~CER~~and ~~credits~~number of suitable business ~~utilizing~~venture ~~proprietary~~candidates ~~technology~~is ~~designed~~limited, and most likely the Company will not be able to ~~stimulate~~participate ~~plankton~~in ~~growth~~more than a single business venture. Accordingly, it is anticipated that the Company will not be able to diversify, but may be limited to one merger or acquisition. This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another. The decision to participate in a specific business opportunity will be made upon management’s analysis of the ~~world~~quality of the other firm’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific ~~oceans~~venture asmay not necessarily be indicative of the potential for the future because of the necessity to substantially shift a ~~means~~marketing byapproach, ~~which~~expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be dependent upon the management of a business opportunity to ~~sequester~~identify ~~(isolate~~such ~~from~~problems and to implement, or be primarily responsible for the ~~atmosphere)~~implementation of, required changes. ~~CO2~~Since the Company may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness, or the failure to establish a market for the target’s products or services, or the failure to realize profits.

During November of 2007 our former research vessel, the Weatherbird II, embarked on a voyage devoted to ocean research at the invitation of the University of Las Palmas Ocean Science Department. The mission was to begin research and experiments dedicated to the study of ocean plankton blooms in the region. However, in early December of 2007, the Weatherbird II was denied entry to Spanish waters upon arrival at Las Palmas, Gran Canaria, in the Canary Islands due to certain administrative and permit issues. Since port authorities could not be moved to permit the Weatherbird II entry, the vessel was redirected north into Portuguese waters at Funchal, Madeira. Consequently, the research mission was abandoned and the Weatherbird II returned to the United States.4

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The Company will not acquire or merge with any company for which audited financial statements cannot be obtained. It may be anticipated that any opportunity in which the Company participates will present certain risks. Many of these risks cannot be adequately identified prior to selection of the specific opportunity, and the 4Company’s shareholders must, therefore, depend on the ability of management to identify and evaluate such risk. In the case of some of the opportunities available to the Company, it may be anticipated that the founders thereof have been unable to develop a going concern or that such business is in its development stage in that it has not generated significant revenues from its principal business activities prior to the Company’s participation.

~~Forests~~Acquisition of ~~the Land~~Business

AWhile ~~tree~~no suitable business candidate has been identified, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of a transaction, it is possible ~~composed~~that the present management and shareholders of ~~about~~the ~~50%~~Company ~~carbon~~will ~~which~~not isbe ~~produced~~in control of the Company. In addition, the Company’s sole officer and director may, as part of the terms of the acquisition transaction, resign and be replaced by ~~removing~~new ~~CO2~~officers ~~from~~and directors without a vote of the ~~air~~Company’s shareholders. ~~through~~The ~~photosynthesis~~Company anticipates that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. ~~KlimaFa~~In some circumstances, ~~formerly~~however, ~~our~~as ~~majority~~a ~~owned~~negotiated ~~subsidiary~~element of this transaction, ~~was~~the ~~dedicated~~Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at a specified time thereafter. The issuance of substantial additional securities and their ~~forestation~~potential ~~and~~sale ~~reforestation~~into ~~projects~~any intrading ~~Europe~~market ~~and~~will likely have a depressive effect on the ~~Americas~~Company’s stock price. While ~~Studies~~the ~~were~~actual ~~underway~~terms of a transaction to ~~develop~~ anwhich ~~ecologically~~the ~~sound~~Company ~~indigenous~~may ~~species~~be ~~mix~~a ~~and~~party ~~planting~~cannot ~~model~~be ~~for~~predicted, ~~flora~~it may be expected that the parties to ~~maximize~~ ~~wildlife~~the ~~habitat~~business ~~and~~transaction ~~biodiversity~~will infind it desirable to avoid the ~~respective~~creation ~~regions.~~of ~~KlimaFa~~a ~~was~~taxable ~~involved~~ event and thereby structure the acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of the ~~development~~Internal Revenue Code of ~~several~~1986, ~~government~~as amended (the “Code”). In order to obtain tax-~~assisted~~free ~~carbon~~treatment ~~forest~~under ~~projects~~the inCode, ~~Hungary~~it may be necessary ~~designed~~for the owners of the acquired business to ~~restore~~own ~~native~~80% ~~mixed~~or ~~growth~~more ~~forests~~of inthe ~~national~~voting ~~parks~~stock ~~and~~of ~~then~~the ~~afforest~~surviving ~~vast tracts~~entity. In such event, the shareholders of ~~retired~~the ~~agricultural~~Company ~~lands~~would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.

In the event a merger were to occur, the Company’s shareholders would in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The ~~Summary~~percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant substantial dilutive effect on the percentage of ~~Current~~shares ~~Operations~~held by the Company’s then shareholders.

~~Due~~Operation ~~to the suspension~~ of ~~its~~Business ~~business~~After activities and the liquidation of all its assets, the Company is now considering the future of “iron fertilization” of the oceans and the prospective of other business opportunities either through merger or acquisition that might create value for its shareholders. The Company has limited day-to-day operations at the present time. Our sole officer and directors devote limited time and attention to the affairs of the Company.Acquisition

~~Selection~~The Company’s operation following any future merger or acquisition of a ~~Business~~business cannot be predicted at the present time.

Management has adopted a policy of seeking opportunities that it considers to be of exceptional quality. As a result of this policy, the Company may have to wait some time before consummating a suitable transaction. Management recognizes that due to its limited resources that it may be at a competitive disadvantage when vying with other acquiring interests or entities.5

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The Company does not intend to restrict its consideration to any particular business or industry segment, and the Company may consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing or high-technology. However, due to the Company’s limited financial resources, the scope and number of suitable business venture candidates is limited, and most likely the Company will not be able to participate in more than a single business venture. Accordingly, it is anticipated that the Company will not be able to diversify, but may be limited to one merger or acquisition. This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another.Competition

~~The decision~~We ~~to participate in a specific business opportunity~~ will be ~~made~~involved ~~upon management’s~~in ~~analysis~~intense ofcompetition ~~the~~with ~~quality of the~~ other ~~firm’s~~business ~~management~~entities and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to ~~analyze~~obtain ~~through~~a ~~the~~suitable ~~application~~business ofopportunity ~~any objective criteria. In~~ many ~~instances, it is anticipated that the historical operations~~ of awhich ~~specific~~competitors ~~venture~~will ~~may~~have ~~not necessarily be indicative of the potential for the future because of the necessity to substantially shift~~ a ~~marketing~~considerable ~~approach,~~edge ~~expand~~over ~~operations, change product emphasis, change or substantially~~us ~~augment~~by ~~management,~~virtue ~~or make other changes. The Company will be dependent upon the management~~ of atheir ~~business~~stronger ~~opportunity~~financial toresources ~~identify such problems~~ and toprior ~~implement,~~experience orin ~~be primarily responsible for the implementation of, required changes~~business.

~~Since~~Patents, ~~the Company~~Trademarks, ~~may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth~~Licenses, ~~it should be emphasized that the Company may incur risk due to the failure of the target’s management to have proven its abilities or effectiveness~~Franchises, ~~or the failure to establish a market for the target’s products or services~~Concessions, orRoyalty ~~the~~Agreements ~~failure~~and toLabor ~~realize profits.~~Contracts

The Company currently operates under and holds no patents, trademarks, licenses, 5franchises, concessions, or royalty agreements. The Company is not subject to any labor contracts.

~~The~~Governmental Company will not acquire or merge with any company for which audited financial statements cannot be obtained. It may be anticipated that any opportunity in which the Company participates will present certain risks. Many of these risks cannot be adequately identified prior to selection of the specific opportunity, and ~~the~~Environmental ~~Company’s~~Regulation ~~shareholders must,~~ therefore, depend on the ability of management to identify and evaluate such risk. In the case of some of the opportunities available to the Company, it may be anticipated that the founders thereof have been unable to develop a going concern or that such business is in its development stage in that it has not generated significant revenues from its principal business activities prior to the Company’s participation.

The Company cannot anticipate the government regulations, if any, to which the Company may be subject until it has acquired an interest in a business. The use of assets to conduct a business that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations ~~Acquisition~~and state or local taxation. In selecting a business in which to acquire an interest, management will endeavor to ascertain, to the extent of ~~Business~~the limited resources of the Company, the effects of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.

~~While~~Research no suitable business candidate has been identified, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of a transaction, it is possible that the present management and shareholders of the Company will not be in control of the Company. In addition, the Company’s sole officer and director may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Company’s shareholders.Development

~~The~~During ~~Company anticipates~~the ~~that~~years ~~any~~ended ~~securities~~December ~~issued~~31, in2008 ~~any~~and ~~such~~2007 ~~reorganization~~the ~~would~~Company bedid ~~issued~~not ~~in reliance~~spend anything on ~~exemptions~~research ~~from registration under applicable federal~~ and ~~state~~development ~~securities laws~~activities. InWe ~~some~~cannot ~~circumstances,~~anticipate ~~however,~~the asamount ~~a negotiated element~~ of ~~this~~spending ~~transaction, the~~on ~~Company~~research ~~may~~and ~~agree~~development, toif ~~register~~any, ~~such~~in ~~securities either at~~ the ~~time~~future; ~~the~~such ~~transaction~~level ~~is consummated,~~will ~~under~~depend ~~certain~~upon ~~conditions,~~the ornature ~~at a specified time thereafter. The issuance~~ of ~~substantial~~ ~~additional~~the ~~securities~~business ~~and~~we ~~their~~acquire, ~~potential~~if ~~sale into~~ any ~~trading market will likely have a depressive effect on the Company’s stock price~~.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.Employees

InOur ~~the event~~sole aexecutive ~~merger~~officer ~~were~~devotes toas ~~occur,~~much ~~the~~time ~~Company’s~~to ~~shareholders~~the ~~would~~affairs inof ~~all~~the ~~likelihood~~Company ~~hold a~~as ~~lesser~~he ~~percentage~~deems ~~ownership~~appropriate. ~~interest~~Management inof the Company ~~following~~uses ~~any~~consultants, ~~merger~~attorneys, orand ~~acquisition. The~~contract ~~percentage~~accountants ~~ownership~~as ~~may~~necessary, beand ~~subject~~does tonot ~~significant~~anticipate ~~reduction~~a inneed ~~the~~to ~~event~~engage ~~the~~any ~~Company~~full-time employees as ~~acquires~~long aas ~~target~~business ~~company~~needs ~~with~~are ~~substantial~~being ~~assets~~identified and evaluated. ~~Any~~The ~~merger~~need orfor ~~acquisition~~employees ~~effected~~and ~~by the~~their ~~Company~~availability ~~can~~will be ~~expected~~addressed toin ~~have~~connection with a ~~significant~~decision ~~substantial~~concerning ~~dilutive~~whether ~~effect~~or onnot ~~the percentage~~to ofacquire ~~shares~~or ~~held~~participate byin ~~the~~a ~~Company’s~~specific ~~then~~business ~~shareholders~~venture.

~~Operation~~Reports ofto ~~Business~~Security ~~After Acquisition~~Holders

The Company’s ~~operation~~annual ~~following~~report ~~any~~contains ~~future~~audited ~~merger~~financial orstatements. ~~acquisition~~We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a ~~business~~request ~~cannot~~is made for such delivery. We file all of our required reports and beother ~~predicted~~information with the Securities and Exchange Commission (the “Commission”). The public may read and copy any materials that are filed by the Company with the Commission at the ~~present~~Commission’s ~~time~~Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at http://www.sec.gov.

~~Competition~~6

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InITEM the event a merger or acquisition were to incur the Company would encounter intense competition with other business entities, many of which will have a competitive edge over the Company by virtue of their stronger financial resources and prior experience in business1A. ~~There~~RISK ~~is no assurance that the Company will be successful in obtaining suitable business opportunities.~~FACTORS

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as 6the future trading price and/or the value of our securities.

~~Patents,~~The ~~Trademarks,~~Company’s ~~Licenses,~~ability ~~Franchises,~~to ~~Concessions,~~continue ~~Royalty Agreements~~as ~~and~~a ~~Labor~~going ~~Contracts~~concern is in question

~~The~~Our ~~Company currently~~independent ~~operates~~public ~~under~~accounting ~~and~~firm ~~holds~~has noissued ~~patents,~~a ~~trademarks,~~report ~~licenses,~~on ~~franchises~~our consolidated financial statements for the years ended December 31, 2008 and 2007 that states that the consolidated financial ~~concessions,~~statements orwere ~~royalty~~prepared ~~agreements.~~assuming ~~The~~we ~~Company~~will iscontinue ~~not~~as ~~subject~~a going concern and further states that our significant operating losses and negative working capital raise substantial doubt about our ability to ~~any~~continue ~~labor contracts~~as a going concern.

~~Governmental~~We have a history of significant operating losses and ~~Environmental~~such ~~Regulation~~losses may continue in the future.

~~The~~Since ~~Company cannot anticipate~~ the ~~government~~beginning ~~regulations,~~or ifour ~~any~~development stage, toour ~~which~~operations ~~the~~have ~~Company~~resulted ~~may be subject until it has acquired an interest~~ in a ~~business.~~continuation ~~The use~~ of ~~assets~~losses toand ~~conduct~~an aaccumulated ~~business that~~deficit ~~the~~which ~~Company~~reached ~~may~~$3,928,861 ~~acquire~~at ~~could~~December ~~subject it to environmental~~31, ~~public~~2008. ~~health~~The ~~and~~Company ~~safety,~~has ~~land~~never ~~use,~~realized ~~trade,~~revenue orfrom ~~other governmental regulations and state or local taxation~~operations. ~~In selecting~~We ~~a business in which to acquire an interest, management~~ will ~~endeavor~~continue to ~~ascertain,~~ toincur ~~the~~operating ~~extent~~losses ofas ~~the~~we ~~limited~~maintain ~~resources~~our ofsearch ~~the~~for ~~Company,~~a ~~the~~suitable ~~effects~~business ofopportunity ~~such government~~and ~~regulation~~satisfy onour ~~the~~ongoing ~~prospective~~disclosure ~~business~~requirements ofwith the ~~Company~~Commission. InSuch ~~certain~~continuing ~~circumstances, however,~~losses ~~such~~could asresult ~~the acquisition of an interest~~ in a ~~new~~decrease orin ~~start-up~~share ~~business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation~~value.

~~Research~~The ~~and~~Company’s ~~Development~~limited financial resources cast severe doubt on our ability to acquire a profitable business opportunity.

~~During~~The Company’s future operation is dependent upon the ~~years~~ ~~ended~~acquisition ~~December~~of ~~31,~~a ~~2007~~profitable ~~and~~business ~~2006~~opportunity. However, the ~~Company~~prospect ~~spent~~of ~~$225,000~~such ~~and~~an ~~$42,660, respectively,~~acquisition onis ~~research~~doubtful ~~and~~due ~~development~~to ~~activities~~the ~~which~~Company’s ~~activities~~limited ~~have~~financial ~~been~~resources. ~~included~~Since ~~in discontinued~~we ~~operations.~~have Weno ~~cannot~~current ~~anticipate~~business opportunity, the ~~amount~~Company ofis ~~spending~~not onin ~~research~~a ~~and~~position to improve this financial ~~development,~~condition ifthrough ~~any~~debt or equity offerings. Therefore, inthis ~~the~~limitation ~~future;~~may ~~such~~act ~~level~~as ~~will~~a ~~depend~~deterrent ~~upon~~in ~~the~~future ~~nature~~negotiations ofwith ~~the~~prospective ~~business~~ acquisition candidates. Should we be unable to acquire a profitable business opportunity the Company will, ifin ~~any~~all likelihood, be forced to cease operations.

~~Employees~~The Company will require additional capital funding.

~~In December~~ ~~2007,~~The ~~the~~ Company ~~suspended~~will ~~operations~~require ~~and~~additional ~~has~~funds, ~~since~~either ~~terminated~~through ~~all~~equity ~~employees.~~offerings ~~Our~~or ~~sole executive~~debt ~~officer~~placements ~~devotes as much time~~ to ~~the~~develop ~~affairs~~our ~~of the Company as he deems appropriate~~operations. ~~Management~~Such ofadditional ~~the~~capital ~~Company~~may ~~uses~~result ~~consultants,~~in ~~attorneys,~~dilution ~~and~~to ~~contract accountants~~our ascurrent ~~necessary,~~shareholders. ~~and~~Our ~~does~~ability ~~not anticipate a need~~ to ~~engage~~meet ~~any full~~short-~~time~~term ~~employees as~~and long-term asfinancial ~~business~~commitments ~~needs~~depends ~~are~~on ~~being~~future ~~identified and evaluated~~cash. ~~The~~There ~~need~~can ~~for employees and their availability will~~ be ~~addressed~~no inassurance ~~connection~~that ~~with~~future aincome ~~decision~~will ~~concerning~~generate ~~whether~~sufficient ~~or not~~funds to ~~acquire~~enable orus ~~participate~~to inmeet aour ~~specific~~financial ~~business venture~~commitments.

~~Reports~~Corporate tocontrol ~~Security~~lies ~~Holders~~in the hands of one shareholder.

~~The Company’s~~Maidon ~~annual~~Services ~~report~~Limited ~~contains~~owns ~~audited financial statements. We are not required to deliver an annual report to security holders~~ and ~~will~~controls ~~not~~voting ~~automatically~~power ~~deliver a copy~~ of ~~the~~ ~~annual~~approximately ~~report~~53% ~~to our security holders unless a request is made for such delivery. We file all~~ of ~~our~~the ~~required~~Company’s ~~reports~~issued and ~~other~~outstanding ~~information with the Securities and Exchange Commission (the “Commission”)~~stock. The ~~public~~concentration ~~may~~of ~~read~~such ~~and~~a ~~copy~~large ~~any materials that~~percentage ~~are~~of ~~filed by~~ the Company ~~with the Commission at the Commission~~’s ~~Public~~stock ~~Reference Room~~in ~~at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on~~ the ~~operation~~hands of ~~the~~one ~~Public~~shareholder ~~Reference~~may ~~Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the Commission~~ have ~~also~~a ~~been~~disproportionate ~~filed electronically~~effect ~~and are available for viewing or copy~~ on the ~~Commission~~voting ~~maintained~~power ~~Internet site~~of ~~that~~minority ~~contains~~shareholders’ ~~reports,~~upon ~~proxy~~any and ~~information~~all ~~statements,~~matters ~~and~~presented ~~other~~to ~~information regarding issuers that file electronically with~~ the ~~Commission.~~Company’s ~~The Internet address for this site can be found at http://www~~shareholders.~~sec.gov.~~

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~~ITEM~~The ~~1A.~~market ~~RISK~~for ~~FACTORS~~our stock is limited and our stock price may be volatile.

~~The~~ ~~Company’s~~The ~~operations~~market ~~and~~for ~~securities~~our ~~are~~common ~~subject~~stock has been limited due to alow trading volume and the small number of ~~risks~~brokerage firms acting as market makers. ~~Below~~Because weof ~~have identified~~the limitations of our market and ~~discussed~~volatility of the ~~material~~market ~~risks~~price ~~that~~of weour ~~are~~stock, ~~likely~~investors tomay face. ~~Should~~difficulties ~~any~~in ofselling ~~the following~~shares ~~risks~~at ~~occur,~~attractive prices when they ~~will~~want ~~adversely~~to. ~~affect~~The average daily trading volume for our ~~operations,~~stock ~~business,~~has ~~financial condition~~varied ~~and/or~~significantly ~~operating~~from ~~results~~week asto ~~well~~week asand ~~the~~from ~~future~~month ~~trading~~to ~~price~~month, and~~/or~~ the ~~value~~trading ofvolume often varies widely from day to ~~our securities~~day.

~~We have~~The ~~suspended~~Company ~~all~~does ~~operations~~not ~~and~~pay ~~our~~cash ~~ability to continue is in doubt~~dividends.

InThe ~~December 2007~~Company ~~the~~does ~~Company~~not ~~suspended~~pay ~~its~~cash ~~“iron-fertilization”~~dividends. ~~prove~~We ~~out~~have ~~efforts~~not paid any cash dividends since inception and ~~commenced~~ ~~efforts~~have tono ~~wind~~intention ~~down~~of ~~its~~paying ~~business~~any ~~including~~cash dividends in the ~~sale~~foreseeable future. Any future dividends would be at the discretion of ~~assets~~our board of directors and ~~termination~~would ofdepend on, among other things, future earnings, our operating ~~employees.~~and ~~The~~financial ~~Company’s~~condition, ~~limited~~our ~~financial~~capital ~~resources~~requirements, and ~~absence~~general ofbusiness ~~ongoing~~conditions. Therefore, ~~business operations~~shareholders ~~place~~should ~~its~~not ~~ongoing~~expect ~~operation~~any intype ~~doubt~~of cash flow from their investment.

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which ~~have~~expenses may continue to negatively impact our financial performance. We incur significant legal, accounting and other expenses as a ~~history~~result of ~~significant~~the ~~operating~~Sarbanes-Oxley ~~losses~~Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and ~~such~~regulations, ~~losses~~including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly. Further, expenses related to our compliance may ~~continue~~increase in the future, as legislation affecting smaller ~~future~~reporting companies comes into effect that may negatively impact our financial performance to the point of having a material adverse effect on our results of operations and financial condition.

~~Since~~Our ~~the beginning~~internal orcontrols ~~our~~over ~~development~~financial ~~stage,~~reporting ~~our~~are ~~operations~~not considered ~~have~~effective, ~~resulted~~which could result in a ~~continuation~~loss of ~~losses~~ investor confidence in our financial reports and anin ~~accumulated~~turn ~~deficit~~have ~~which~~an ~~reached~~adverse ~~$3,678,870~~effect aton ~~December~~our ~~31,~~stock ~~2007~~price. ~~The~~ ~~Company~~Pursuant ~~has~~to ~~never~~Section ~~realized~~404 ~~revenue~~of ~~from~~the ~~operations.~~Sarbanes-Oxley WeAct ~~will~~of ~~continue~~2002 we are required to ~~incur~~furnish ~~operating losses~~a asreport weby ~~maintain~~our management on our ~~search~~internal ~~for~~controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a ~~suitable~~statement ~~business~~as ~~opportunity~~to ~~and~~whether ~~satisfy~~or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material ~~ongoing~~weaknesses ~~disclosure~~in ~~requirements~~our ~~with~~internal ~~the~~controls ~~Commission~~over financial reporting identified by management. ~~Such~~Since ~~continuing~~we ~~losses~~have been unable to assert that our internal controls are effective, our investors could ~~result~~lose confidence in a ~~decrease~~the accuracy and completeness of our financial reports, which in ~~share~~turn ~~value~~could cause our stock price to decline.

The Company’s ~~limited~~shareholders ~~financial~~may ~~resources~~face ~~cast~~significant ~~severe~~restrictions ~~doubt~~ on ~~our~~their ~~ability to acquire a profitable business opportunity~~stock.

The Company’s ~~future~~stock ~~operation~~differs isfrom ~~dependent~~many ~~upon~~stocks ~~the~~in ~~acquisition~~that ofit is a ~~profitable~~“penny ~~business opportunity~~stock.” ~~However,~~The ~~the~~Commission ~~prospect~~has ofadopted ~~such~~a annumber ~~acquisition~~of isrules ~~doubtful due~~ to ~~the Company’s~~regulate ~~limited~~“penny ~~financial~~stocks” ~~resources. Since we have no current business opportunity~~including, ~~the~~ ~~Company~~but is not inlimited ~~a position~~ to ~~improve this financial condition through debt or equity offerings. Therefore~~, ~~this~~those ~~limitation~~rules ~~may~~from ~~act as a deterrent in future negotiations with prospective acquisition candidates. Should we be unable to acquire a profitable business opportunity~~ the ~~Company~~Securities ~~will,~~Act inas ~~all likelihood, be forced to cease operations.~~follows:

~~The~~3a51-1 which defines penny stock as, generally speaking, those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets ~~Company~~greater ~~will~~than ~~require~~$2 ~~additional~~million ~~capital~~if ~~funding.~~they have been in operation at least three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;

The Company will require additional funds, either through equity offerings or debt placements to develop our operations. Such additional capital may result in dilution to our current shareholders. Our ability to meet short-term and long-term financial commitments depends on future cash. There can be no assurance that future income will generate sufficient funds to enable us to meet our financial commitments.8

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~~Corporate~~15g-1 which ~~control~~outlines ~~lies~~transactions inby ~~the~~broker/dealers ~~hands~~which ofare ~~one shareholder.~~exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

~~Solar Energy~~15g-2 which ~~Limited~~details ~~owns~~that ~~and~~brokers ~~controls~~must ~~voting~~disclose ~~power~~risks ~~over approximately 54%~~ of ~~the~~penny ~~Company’s issued and outstanding~~ stock. ~~The concentration of such a large percentage of the Company’s stock in the hands of one shareholder may have a disproportionate effect~~ on ~~the~~ ~~voting~~Schedule ~~power of minority shareholders’ upon any and all matters presented to the Company’s shareholders.~~15G;

815g-3 which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

~~The market~~15g-4 which ~~for~~explains ~~our~~that ~~stock~~compensation isof ~~limited~~broker/dealers ~~and~~must ~~our stock price may~~ be ~~volatile.~~disclosed;

~~The~~15g-5 which ~~market for~~explains ~~our~~that ~~common~~compensation ~~stock has been limited due to low trading volume and the small number~~ of ~~brokerage~~ ~~firms~~persons ~~acting~~associated ~~as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties~~ in ~~selling shares~~connection atwith ~~attractive~~penny ~~prices when they want to. The average daily trading volume for our~~ stock ~~has~~sales ~~varied~~must ~~significantly~~be ~~from week to week and from month to month, and the trading volume often varies widely from day to day.~~disclosed;

~~The Company~~15g-6 which ~~does~~outlines ~~not~~that ~~pay~~broker/dealers ~~cash~~must ~~dividends.~~send out monthly account statements; and

~~The~~15g-9 which ~~Company does~~defines ~~not~~sales ~~pay~~practice cash dividends. We have not paid any cash dividends since inception and have no intention of paying any cash dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital requirements~~, and general business conditions~~. ~~Therefore,~~ ~~shareholders should not expect any type of cash flow from their investment.~~

~~We incur~~Since ~~significant~~the ~~expenses~~Company’s assecurities constitute a ~~result~~“penny stock” within the meaning of ~~being~~the ~~registered~~rules, ~~under~~the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ~~Securities~~ability ~~Exchange~~of shareholders to sell their securities in any market that may develop; the ~~Act~~rules ofthemselves ~~1934~~may limit the market for penny stocks. Additionally, asthe ~~amended~~market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, ~~which~~investors may ~~negatively~~be ~~impact~~unable ~~our~~to ~~financial~~sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. ~~performance~~In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

WeShareholders ~~incur significant~~should ~~legal,~~be ~~accounting~~aware ~~and other expenses as a result of being registered under the Securities Exchange Act of 1934~~that, asaccording ~~amended.~~to ~~The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the~~ Commission, ~~has~~Release ~~required changes in corporate governance practices of public companies~~No. We34-29093 ~~expect~~dated ~~that compliance with these laws~~April 17, ~~rules and regulations~~1991, ~~including~~the ~~compliance~~market ~~with~~for ~~Section~~penny ~~404~~stocks ofhas ~~the~~suffered ~~Sarbanes-Oxley~~from ~~Act~~patterns of ~~2002,~~fraud ~~may substantially increase our expenses, including our legal~~ and ~~accounting costs, and make some activities more time-consuming and costly~~abuse. AsThese apatterns ~~result,~~include: ~~there may be a substantial~~ ~~increase in legal, accounting and certain other expenses in the future, which would~~ ~~negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.~~

~~Our internal~~· ~~controls~~control ~~over~~of ~~financial~~the ~~reporting~~market ~~may~~for ~~not be considered effective in~~ the ~~future, which~~security ~~could~~by ~~result~~one inor a ~~loss~~few ofbroker-dealers ~~investor~~that ~~confidence~~are inoften ~~our~~related ~~financial~~to ~~reports~~the ~~and~~promoter inor ~~turn have an adverse effect on our stock price.~~issuer;

~~Pursuant~~· ~~to Section~~manipulation ~~404~~ of ~~the~~prices ~~Sarbanes-Oxley~~through ~~Act~~prearranged ofmatching ~~2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment~~ of ~~the~~purchases ~~effectiveness~~and ofsales ~~our~~and ~~internal~~false controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, our investors could lose confidence in the accuracy and ~~completeness~~misleading ofpress ~~our financial reports, which in turn could cause our stock price to decline.~~releases;

~~The Company’s~~· ~~shareholders~~“boiler ~~may~~room” ~~face~~practices ~~significant~~involving ~~restrictions~~high onpressure ~~their stock.~~sales tactics and unrealistic price projections by inexperienced sales persons;

~~The Company’s~~· ~~stock~~excessive ~~differs~~and ~~from~~undisclosed ~~many~~bid-ask ~~stocks~~differentials inand ~~that~~markups itby isselling abroker-dealers; ~~“penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act as follows:~~and

9· the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

~~3a51-1~~ITEM ~~which~~1B. ~~defines~~UNRESOLVED ~~penny~~STAFF stock as, generally speaking, those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;COMMENTS

~~15g-1~~Not ~~which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;~~applicable.

~~15g-~~ITEM 2. ~~which details that brokers must disclose risks of penny stock on Schedule 15G;~~PROPERTIES

~~15g-3~~The Company’s maintains an office located at 73200 El Paseo, Suite 2H, Palm Desert, California, 92260, for which ~~details~~the Company pays no rent. The Company does not believe that ~~broker/dealers~~it ~~must~~will ~~disclose~~need ~~quotes~~to ~~and~~maintain ~~other~~any additional ~~information~~office ~~relating~~space at any time in the foreseeable future in order to carry out the ~~penny~~plan ~~stock~~of ~~market;~~operation described herein.

~~15g-4 which explains that compensation of broker/dealers must be disclosed;~~9

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~~15g-5~~ITEM ~~which~~3. ~~explains~~LEGAL ~~that compensation of persons associated in connection with penny stock sales must be disclosed;~~PROCEEDINGS

~~15g-6~~Legal ~~which~~proceedings ~~outlines~~were ~~that~~initiated ~~broker/dealers~~by ~~must~~Mary ~~send~~Ruth ~~out~~Ladd ~~monthly~~against ~~account~~the ~~statements;~~Company, Solar, and certain individuals affiliated to the Company on October 3, 2007 in the Superior Court of the State of California, County of San Francisco in connection with allegations of discrimination and retaliation against a whistle blower, wrongful termination, fraud, breach of contract, wrongful business acts and intentionally causing injury in the workplace. The claim seeks $58,280 in lost wages in addition to certain employee benefits and punitive damages. The Company has retained counsel to respond to these allegations and denies any liability for these alleged causes of action.

~~15g-9~~ITEM ~~which~~4. ~~defines~~SUBMISSION ~~sales~~OF ~~practice~~MATTERS ~~requirements.~~TO A VOTE OF SECURITY HOLDERS

~~Since~~No ~~the Company’s~~matter ~~securities~~was ~~constitute~~submitted to a ~~“penny~~vote ~~stock” within the meaning~~ of the ~~rules,~~ ~~the~~security ~~rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers~~holders, ~~they~~through ~~may affect~~ the ~~ability~~solicitation of ~~shareholders~~proxies to sell their securities in any market that may develop; the rules themselves may limit the market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or ~~commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads~~otherwise, ~~investors~~during ~~may be unable to sell~~ the ~~stock immediately~~fourth ~~back~~quarter toended ~~the~~December ~~dealer at the same price the dealer sold the stock to the investor. In some cases~~31, ~~the stock may fall quickly in value~~2008. ~~Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.~~

~~Shareholders~~PART should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:II

•ITEM ~~control~~5. ofMARKET ~~the~~FOR ~~market~~COMMON ~~for~~EQUITY, ~~the~~RELATED ~~security~~STOCKHOLDER byMATTERS, ~~one~~AND orISSUER aPURCHASES ~~few~~OF ~~broker-dealers~~EQUITY ~~that are often related to the promoter or issuer;~~SECURITIES

•The ~~manipulation~~Company’s common stock is quoted on the Pink Sheets LLC over-the-counter securities market under the symbol “PLKT.” Trading in the common stock over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. These prices ~~through~~reflect ~~prearranged~~inter-dealer ~~matching~~prices ofwithout ~~purchases~~retail mark-up, mark-down, or commission, and ~~sales~~may not necessarily reflect actual transactions. The high and ~~false~~low bid prices for the common stock for each quarter of the years ended December 31, 2008 and ~~misleading~~2007 ~~press~~are ~~releases;~~as follows:

• “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

*Year*	*Quarter Ending*	*High*	*Low*
2008	December 31	$0.020	$0.001
	September 30	$0.024	$0.008
	June 30	$0.021	$0.010
	March 31	$0.075	$0.010
2007	December 31	$0.70	$0.06
	September 30	$1.40	$0.46
	June 30	$1.95	$0.71
	March 31*	$2.56	$0.51

•*The ~~excessive~~Company ~~and~~effected ~~undisclosed~~a ~~bid-ask~~1.5 ~~differentials~~for ~~and~~1 ~~markups~~forward bysplit ~~selling~~on ~~broker-dealers;~~March ~~and~~8, 2007.

•During the ~~wholesale~~year ~~dumping~~ended of2007 the ~~same~~Company ~~securities~~became byineligible ~~promoters~~for ~~and~~trading ~~broker~~on the Over-~~dealers~~the-Counter ~~after~~Bulletin ~~prices~~Board ~~have~~(the ~~been~~“OTCBB”) ~~manipulated~~because tothe aCompany ~~desired~~was ~~level,~~not ~~along~~timely in reporting with the ~~inevitable~~Commission. ~~collapse~~The ofCompany ~~those~~intends ~~prices~~to comply in a timely manner with ~~consequent~~all ~~investor~~Commission ~~losses~~reporting rules and expects to reapply for quotation of the Company’s common stock on the OTCBB.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~10

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~~Not applicable.~~Capital Stock

~~ITEM~~The 2following is a summary of the material terms of the Company’s capital stock. ~~PROPERTIES~~This summary is subject to and qualified by our articles of incorporation and bylaws.

~~The~~Common Company maintains an office located at 1151 Triton Drive, Suite C, Foster City, California 94404 of approximately 4,800 square feet, which office it shared with D2Fusion, Inc. The Company paid $30,444.88 during 2007 and $21,340 during 2006 for the use of this space. The lease is now on a month to month basis that is to terminate as of April 30, 2008.Stock

~~The~~As ~~Company also~~of ~~maintains~~April ~~executive~~14, ~~office~~2009 ~~space~~there ~~located~~were at52 ~~145-925~~stockholders ~~West~~of ~~Georgia~~record ~~Street,~~holding ~~Vancouver~~a total of there were 84,751,838 shares of ~~British~~the ~~Columbia,~~Company’s ~~Canada,~~common stock of ~~approximately~~the 1250,~~100~~000,000 ~~square~~common ~~feet,~~shares ~~which~~authorized. ~~office~~The board of directors believes that the number of beneficial owners is ~~shared~~substantially ~~with Solar~~greater ~~Energy~~than ~~Limited~~the number of record holders because a portion of our outstanding common stock is held in broker “street names” for the benefit of individual investors. The ~~Company~~holders ~~has~~of nothe ~~lease~~common ~~payment~~stock ~~obligation~~are entitled to one vote for ~~the~~each ~~use~~share held of ~~these~~record on all matters submitted to a vote of stockholders. Holders of ~~premises~~the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

10Preferred Stock

~~ITEM~~There 3.are ~~LEGAL~~no ~~PROCEEDINGS~~authorized preferred shares of the Company.

Legal proceedings were initiated by Mary Ruth Ladd against the Company, Planktos and certain individuals affiliated to the Company on October 3, 2007 in the Superior Court of the State of California, County of San Francisco in connection with allegations of discrimination and retaliation against a whistle blower, wrongful termination, fraud, breach of contract, wrongful business acts and intentionally causing injury in the workplace. The claim seeks $58,280 in lost wages in addition to certain employee benefits and punitive damages. The Company has retained counsel to respond to these allegations and denies any liability for these alleged causes of action.Warrants

~~ITEM~~As 4.of ~~SUBMISSION~~April OF14, ~~MATTERS~~2009 TOthe ACompany ~~VOTE~~had OF5,525,000 outstanding ~~SECURITY~~warrants ~~HOLDERS~~to purchase shares of our common stock.

NoStock ~~matter was submitted to a vote of the security holders, through the solicitation of proxies or otherwise, during the fourth quarter ended December 31, 2007.~~Options

~~PART~~As of April 14, 2009 the Company had no outstanding stock IIoptions to purchase shares of our common stock.

~~ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~Dividends

The Company’s ~~common~~has ~~stock~~not isdeclared ~~quoted~~any oncash ~~the~~dividends ~~Pink~~since ~~Sheets~~inception ~~LLC~~and ~~over-the-counter~~does ~~securities market~~not ~~under~~anticipate ~~the~~paying ~~symbol~~any ~~“PLKT.”~~dividends ~~Trading~~ in the ~~common~~near ~~stock~~future. ~~over-the-counter market~~The ~~has~~payment ~~been~~of ~~limited~~cash ~~and~~dividends ~~sporadic~~is ~~and~~within the ~~quotations~~discretion ~~set~~of ~~forth~~the ~~below~~board ~~are not necessarily indicative~~ of ~~actual~~directors ~~market~~and ~~conditions.~~will ~~These~~depend ~~prices~~on ~~reflect~~our ~~inter-dealer~~earnings, ~~prices~~capital ~~without retail mark-up~~requirements, ~~mark-down,~~financial ~~or commission~~condition, and ~~may~~other ~~not~~relevant ~~necessarily~~factors. ~~reflect~~There ~~actual~~are no ~~transactions.~~restrictions ~~The~~that ~~high~~currently ~~and~~limit ~~low~~the ~~bid~~Company's ~~prices~~ability ~~for~~to ~~the~~pay ~~common~~cash ~~stock~~dividends ~~for~~on ~~each~~its ~~quarter~~common ofstock ~~the years~~other ~~ended~~than ~~December~~those ~~31,~~generally ~~2007~~imposed ~~and~~by ~~2006~~applicable ~~are~~state ~~as follows:~~law.

Year	Quarter Ending	High	Low
2007	December 31	$0.70	$0.06
	September 30	$1.40	$0.46
	June 30	$1.95	$0.71
	March 31*	$2.56	$0.51
2006	December 31	$0.75	$0.11
	September 30	$0.22	$0.08

Transfer Agent and Registrar

	June 30	$0.32	$0.12
	March 31	$0.35	$0.08

Our transfer agent is Michael Anzeman at Madison Stock Transfer, Inc., located at 1688 East 16th Street, Suite 7, Brooklyn, New York, 11229. His phone number is (718) 627-4453.

*The CompanyPurchases ~~effected~~of aEquity ~~1.5~~Securities ~~for~~made 1by ~~forward~~the ~~split~~Issuer onand ~~March~~Affiliated ~~8, 2007.~~Purchasers

None. 11

On November 20, 2007, the Company was notified by the Financial Industry Regulatory Authority (“FINRA”) that pursuant to NASD Rule 6530(e), the Company had been delinquent in reporting obligations under the Securities Exchange Act of 1934 three times over a 24 month period. As a result, the Company is ineligible for trading on the Over-the-Counter Bulletin Board (the “OTCBB”) for a period of 12 months beginning November 29, 2007 subject to the filing of current disclosure obligations in a timely manner.11

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~~The~~Recent ~~Company intends~~Sales ~~to comply in a timely manner with all Commission reporting rules and expects to reapply for quotation~~ of ~~the~~Unregistered ~~Company’s common stock on the OTCBB.~~Securities

On November 14, 2007, the Company authorized the issuance of 1,078,000 shares of common stock for cash consideration of $1.00 per share for the cash proceeds of $1,078,000 received within the three months ended September 30, 2007 pursuant to the exemptions from registration provided by Section 4(2) and Regulation S of the ~~Capital~~Securities ~~Stock~~Act of 1933, as amended, to the following subscribers:

The following is a summary of the material terms of the Company’s capital stock. This summary is subject to and qualified by our articles of incorporation and bylaws.

Date of Subscription Agreement	Subscriber	Number Of Shares	Consideration
July 19, 2007	Lorenz Consulting	150,000	$150,000
July 25, 2007	TCE Source	75,000	$75,000
August 15, 2007	Urs Angst	853,000	$853,000

The Company complied with Section 4(2) based on the following factors: (1) the issuances were isolated private transactions that did not involve a public offering; (2) there were three offerees who were issued the stock for cash consideration; (3) the ~~Common~~offerees ~~Stock~~stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that that led to the subscription of the stock took place directly between the offerees and the Company.

AsRegulation ofS ~~April 25,~~provides ~~2008,~~generally ~~there~~that ~~were~~any ~~approximately~~offer 45or ~~stockholders~~sale ofthat ~~record~~occurs ~~holding~~outside aof ~~total~~the ofUnited ~~there~~States ~~were 84,751,838~~is ~~shares~~exempt offrom the ~~Company’s~~registration ~~common~~requirements ~~stock~~ of the ~~250~~Securities Act,~~000,000~~ ~~common~~provided ~~shares authorized.~~that ~~The~~certain ~~board~~conditions ofare ~~directors~~met. ~~believes~~Regulation ~~that~~S ~~the~~has ~~number~~two ofsafe ~~beneficial~~harbors. ~~owners~~One ~~is substantially~~safe ~~greater~~harbor ~~than~~applies ~~the~~to ~~number~~offers ofand ~~record~~sales ~~holders~~by ~~because~~issuers, asecurities ~~portion~~professionals ofinvolved ~~our~~in ~~outstanding~~the ~~common~~distribution ~~stock~~process ispursuant ~~held~~to incontract, ~~broker~~their ~~“street~~respective ~~names”~~affiliates, ~~for~~and ~~the~~persons ~~benefit~~acting ~~of individual~~on ~~investors.~~behalf ~~The~~of ~~holders~~any of the ~~common~~foregoing ~~stock~~(the ~~are~~“issuer ~~entitled~~safe harbor”), and the other applies to ~~one~~resales ~~vote~~by ~~for~~persons ~~each share~~other ~~held~~than ofthe ~~record~~issuer, onsecurities ~~all~~professionals ~~matters~~involved ~~submitted~~in tothe adistribution ~~vote~~process ofpursuant ~~stockholders.~~to ~~Holders~~contract, oftheir ~~the common~~respective ~~stock~~affiliates ~~have~~(except nocertain ~~preemptive~~officers ~~rights~~and directors), and nopersons ~~right~~acting toon ~~convert~~behalf ~~their~~of ~~common~~any ~~stock~~of ~~into~~the ~~any~~forgoing (the “resale safe harbor”). An offer, ~~other~~sale ~~securities.~~or ~~There~~resale ~~are~~of nosecurities ~~redemption~~that orsatisfied ~~sinking~~all ~~fund~~conditions ~~provisions~~of the applicable safe harbor is deemed to be outside the ~~common~~ ~~stock~~United States as required by Regulation S.

The Company complied with the requirements of Regulation S by: (1) having made no directed offering efforts in the United States; (2) offering only to ~~Preferred~~offerees ~~Stock~~who were outside the United States at the time the stock was offered and authorized; and (3) ensuring that the offerees to whom the stock will be issued are non-U.S. offerees with addresses in foreign countries.

~~There~~ITEM ~~are no~~6. ~~authorized~~SELECTED ~~preferred~~FINANCIAL ~~shares of the Company.~~DATA

~~Warrants~~Not required.

As of April 25, 2008, the Company has (i) 1,257,500 common share purchase warrants exercisable at $0.50 per share at any time until April 5, 2009, (ii) 4,267,500 common share purchase warrants exercisable at $0.27 per share at any time until January 11, 2009.12

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~~Stock Options~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

AsThis Management’s Discussion and Analysis of ~~April~~Financial Condition and Results of 25Operations and other parts of this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” ~~2008~~“expects,” ~~the~~“believes,” ~~Company~~“plans,” ~~had~~“predicts,” noand ~~outstanding~~similar ~~stock~~terms. ~~options~~Forward-looking statements toare ~~purchase~~not ~~shares~~guarantees of future performance and our ~~common~~actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition ~~stock~~below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31.

~~Dividends~~Discussion and Analysis

The Company ~~has~~’s ~~not~~plan ~~declared~~of ~~any~~operation ~~cash~~for ~~dividends since inception and does not anticipate paying any dividends in~~ the ~~near~~coming ~~future.~~year ~~The~~is ~~payment~~to ofidentify ~~cash~~and ~~dividends~~acquire isa ~~within~~favorable ~~the~~business ~~discretion~~opportunity ofthrough ~~the board~~merger ofor ~~directors~~acquisition. ~~and~~We ~~will~~have ~~depend~~not onyet ~~our~~entered ~~earnings,~~into ~~capital~~any ~~requirements~~agreement, ~~financial condition,~~nor ~~and~~do ~~other~~we ~~relevant~~have ~~factors.~~any ~~There~~commitment ~~are~~or nounderstanding ~~restrictions~~to ~~that~~enter ~~currently~~into ~~limit~~or ~~the Company's~~become ~~ability~~engaged toin ~~pay~~any ~~cash~~transaction, ~~dividends~~as onof ~~its~~the ~~common~~date ~~stock other than those generally~~of ~~imposed~~this ~~by applicable state law~~filing.

The Company’s plan of operation over the next twelve months will require a minimum of $100,000 to identify a suitable business opportunity for development through merger or acquisition. Should the Company decide to develop 12a business opportunity through merger or acquisition, our funding requirements will change. Financing to meet this cash requirement is not currently available.

~~Transfer~~The ~~Agent~~Company ~~and~~has ~~Registrar~~been funded since inception from public or private debt or equity placements or by major shareholders in the form of loans. Substantially all of the capital raised to date has been allocated in some manner to a prove-out of our suspended “iron fertilization” program.

~~Our transfer~~Results ~~agent~~of ~~is Michael Ajzernman at Madison Stock Transfer Agency, 1688 East 16th Street, Suite 7, Brooklyn, NY 11229 (718) 627-4453.~~Operations

During the year ended December 31, 2008, the Company was focused on (i) winding down its intended carbon sequestration business in connection with Planktos, Inc., including the disposition ~~Purchases~~of its research vessel and essentially all of ~~Equity~~its ~~Securities~~other ~~made~~assets, by(iii) pursued financing commitments for its plan of operation, (iii) beginning the ~~Issuer~~search ~~and~~for ~~Affiliated~~a business opportunity to develop through merger or ~~Purchasers~~acquisition, and (iv) satisfying continuous public disclosure requirements.

The Company has not generated any revenues since inception. Since we have suspended operations and have ~~None~~no current ability to generate revenue, we expect to continue to incur losses for the foreseeable future.

~~Recent~~Net Losses ~~Sales~~For the period from inception until December 31, 2008, the Company incurred a net loss of ~~Unregistered~~$3,928,86 ~~Securities~~1. Net losses for the twelve month period ended December 31, 2008 were $249,991 as compared to $2,937,599 for the twelve month period ended December 31, 2007. The Company’s net losses in the current period are primarily attributable to general and administrative expenses and losses from discontinued operations. General and administrative expenses include accounting expenses, professional fees, consulting fees, and costs associated with the preparation of disclosure documentation while losses from discontinued operations are primarily consulting fees and office related costs.

~~None.~~13

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~~ITEM~~We 6.expect ~~SELECTED~~to ~~FINANCIAL~~continue ~~DATA~~to incur losses over the next twelve months as the Company seeks out another business opportunity for development through merger or acquisition.

~~Not required.~~Income Tax Expense (Benefit)

~~ITEM~~The 7.Company ~~MANAGEMENT’S~~may ~~DISCUSSION~~have ~~AND~~a ~~ANALYSIS~~prospective OFincome ~~FINANCIAL~~tax ~~CONDITION~~benefit ~~AND~~resulting ~~RESULTS~~from OFa ~~OPERATIONS~~net operating loss carryforward and start up costs that could offset future operating profits.

~~This Management’s~~Impact ~~Discussion and Analysis~~ of Financial Condition and Results of Operations and other parts of this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31.Inflation

~~Discussion~~The ~~and~~Company ~~Analysis~~believes that inflation has had a negligible effect on operations over the past three years.

~~During~~Capital ~~the~~Expenditures During the year ended December 31, 2007, the Company ~~was~~expended ~~involved~~approximately in$800,000 ~~activities~~on ~~dedicated~~a ~~to implementing~~research ~~sea~~vessel ~~trials~~and ~~for~~research ~~the~~equipment ~~“iron-fertilization”~~which ~~prove-out~~was ~~program~~sold ~~to confirm~~during the ~~effectiveness~~nine ofmonth ~~the~~period ~~Planktos’~~ended ~~CO2~~September ~~sequestration process that included several private placements of common stock~~30, ~~purchasing~~2008 ~~the~~for ~~Weatherbird II research vessel~~$1,000,000. ~~and closing the acquisition of Planktos~~Otherwise, ~~engaging~~we ~~the~~have ~~University~~expended ofno ~~Miami/Harbor Branch~~significant ~~Oceanographic~~amounts ~~Institute~~on ~~(“HBOI”)~~capital toexpenditures ~~provide~~for ~~services and equipment in addition to launching~~ the ~~Weatherbird~~period IIfrom oninception ~~a voyage dedicated~~ to ~~proving~~December ~~the~~31, ~~efficacy of “iron-fertilization”~~2008.

~~Despite vigorous~~Liquidity ~~efforts to finance, implement~~ and ~~conduct~~Capital ~~Planktos’~~Resources “iron-fertilization” prove out program a combination of poor market conditions, international condemnation from certain environmental groups and local opposition to the prospective site of the ocean research caused the Company to place its research operations on hold. Subsequent to the year ended December 31, 2007 the Company’s decided to suspend “iron-fertilization” prove out efforts and commenced efforts to wind down the business.

The Company is in the development stage and, since inception, has ~~terminated~~experienced ~~all~~significant ~~employees~~changes in liquidity, capital resources and isstockholders’ equity. We have been funded since inception from public or private debt or equity placements or by major shareholders in the ~~process~~form of ~~closing~~loans. The ~~its~~Company ~~Foster~~had ~~City~~a working capital deficit of $121,242 ~~California office~~as of December 31, 2008, as compared to a working capital surplus of $174,501 as of December 31, 2007. ~~Our~~As ~~principal~~of ~~place~~December 31, 2008 our total assets consisted of ~~business~~$22,454 ~~has~~in ~~moved~~cash toand ~~145-925~~$13 ~~West~~in ~~Georgia~~net ~~Street~~assets of discontinued operations. Our current liabilities were $143,696, consisting of advances payable to related parties and accounts payable. Our net liabilities from discontinued operations were ~~Vancouver~~$51,256. ~~British~~Net ~~Columbia~~stockholders' deficit in the Company was $172,485 ~~Canada~~as ~~V6C~~of ~~3L2~~December 31, ~~and~~2008 ~~its~~as ~~telephone~~compared ~~number~~to isa ~~(604)~~net stockholders’ equity of $77,506 at ~~669-4771~~December 31, 2007.

Cash flow used in operating activities was $3,892,436 for the period from inception to December 31, 2008. Cash flow used in operating activities for the twelve month period ended December 31, 132008 was $493,498 as compared to $2,694,458 for the twelve month period ended December 31, 2007. The decrease in cash flow used in operating activities in the prior period was due primarily to a decrease in amounts attributed to a decrease in discontinued operating activities.

WeCash ~~are currently~~flow ~~evaluating~~provided ~~the~~by ~~future~~investing ofactivities ~~“iron~~was ~~fertilization”~~$249,394 offor the ~~oceans,~~period ~~seeking~~ from inception to ~~identify~~December a31, ~~new~~2008. ~~business~~Cash ~~opportunity~~flow ~~and~~provided ~~satisfying~~by ~~continuous~~investing ~~public~~activities ~~disclosure~~for the twelve month period ended ~~requirements.~~December We31, ~~have~~2008 ~~not~~was ~~yet~~$1,000,000 ~~entered~~attributed ~~into~~to ~~any~~the ~~agreement,~~sale ~~nor~~of doour weresearch ~~have~~vessel ~~any~~and ~~commitment~~related ~~or understanding~~equipment as compared to ~~enter~~$750,606 ~~into~~used orin ~~become~~investing activities ~~engaged~~for inthe ~~any~~twelve ~~transaction~~month period ended December 31, as2007. ofCash flow used in investing activities in the ~~date~~prior ofperiod ~~this~~is attributed to the purchase ~~filing~~of our research vessel and related equipment.

~~The Company’s~~Cash ~~plan~~flow ofprovided ~~operation~~by ~~will~~financing ~~require~~activities was $~~100~~3,~~000~~665,496 infor ~~funding~~the ~~over~~period ~~the~~from ~~next~~inception 12to ~~months~~December 31, 2008. Cash flow used in tofinancing ~~continue~~activities for the ~~search~~twelve ~~for~~month aperiod ~~suitable~~ended ~~business~~December ~~opportunity~~31, ~~which~~2008 ~~funding~~was is$524,589 ~~not~~as ~~currently~~compared to $3,331,367 provided by financing activities for the ~~available.~~twelve ~~Should~~month period ended December 31, we2007. ~~acquire~~Cash aflow ~~business~~provided ~~within~~by financing activities in the ~~next~~current 12period ~~months~~can ~~our~~be ~~funding~~primarily ~~requirements will~~attributed ~~change~~to discontinued operations.

~~Results of Operations~~14

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The Company ~~has~~’s ~~been~~current ~~funded~~assets ~~since~~are ~~inception~~insufficient ~~from~~to ~~public~~conduct orour ~~private~~plan of operation over the next twelve months and we will have to seek debt or equity ~~placements~~financing to fund operations. The Company has no current commitments or byarrangements with respect to, or ~~major~~immediate sources of funding. Further, no assurances can be given that funding is available or available to the Company on acceptable terms. The Company’s shareholders may provide a source of new funding in the form of loans. ~~Substantially~~or ~~all~~equity ofplacements ~~the~~though ~~capital~~none ~~raised~~have tomade ~~date~~any ~~has~~commitment ~~been~~for ~~allocated~~future ininvestment ~~some~~and ~~manner~~we ~~for~~have ano ~~prove-out~~agreement offormal ~~Planktos~~or otherwise. The Company’s ~~“iron fertilization”~~inability ~~program~~to ~~including~~obtain ~~the~~funding ~~purchase~~has had a material adverse affect on our plan of ~~the~~operation ~~research~~and ~~vessel~~will ~~Weatherbird II~~continue to diminish our efforts.

~~Net~~The Company does not expect to pay cash dividends in the foreseeable future. ~~Losses~~The Company had no lines of credit or other bank financing arrangements as of December 31, 2008. The Company has no defined benefit plan or contractual commitment with any of its officers or directors as of December 31, 2008.

~~For~~The ~~the period from inception until December 31, 2007, the~~ Company ~~incurred~~has ano ~~net~~plans ~~loss of $3,678,870. Net losses~~ for the ~~year~~purchase ~~period~~or ~~ended~~sale December 31, 2007 were $2,937,599 as compared to $615,058 for the year ended December 31, 2006. The Company’s net losses are primarily attributable to the loss from discontinued operations (to $2,575,491 from $42,660) in connection with the suspension of ~~further~~any ~~efforts~~plant ~~dedicated~~or ~~to the sequestration of CO2 in marine and terrestrial environments~~equipment.

WeThe ~~did~~Company ~~not generate~~currently has no employees and has no plans to hire any ~~revenues~~employees ~~during~~in ~~this~~the ~~period~~near future.

~~Since~~Off ~~the Company~~Balance ~~has~~Sheet ~~suspended~~Arrangements ~~operations and has no ability to generate revenue it expects to continue to incur losses for the foreseeable future.~~

~~Income~~As ~~Tax~~of ~~Expense~~December ~~(Benefit)~~31, 2008, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

~~The~~Going ~~Company has a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that may offset any future operating profit.~~Concern

The Company’s auditors have expressed an opinion as to our ability to continue as a going concern as a result of an accumulated deficit of $3,928,861 as of December 31, 2008. Our ability to continue as ~~Impact~~a going concern is subject to the ability of ~~Inflation~~the Company to obtain the necessary funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern, includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company’s securities; (iii) establishing revenues from a suitable business opportunity; (iv) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

~~The~~Forward ~~Company believes~~Looking ~~that~~Statements ~~inflation~~and ~~has~~Factors ~~had~~That aMay ~~negligible~~Affect ~~effect~~Future onResults ~~operations~~and ~~over~~Financial ~~the past three years.~~Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial Condition and Results of ~~Capital~~Operations, ~~Expenditures~~with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable to the forward looking statements made in this current report Forward looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

During the year ended December 31, 2007, the Company expended $800,000 on the Weatherbird II research vessel and $23,306 on marine equipment. We expended no significant amounts on capital expenditures for the period from inception to December 31, 2006.15

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~~Liquidity~~· ~~and~~the ~~Capital~~sufficiency ~~Resources~~of existing capital resources;

As· ~~of December~~our ~~31,~~ability ~~2007,~~to ~~the~~raise ~~Company~~additional ~~had current assets totaling $56,560 and a working~~ capital ~~deficit~~ ofto ~~$689,476.~~fund ~~These assets consist solely of~~ cash onrequirements ~~hand~~for offuture $56,560. Stockholders’ equity in the Company was $77,506 at December 31, 2007. We are in the development stage and, since inception, have experienced significant changes in liquidity, capital resources, and stockholders’ equity.operations;

14· uncertainties related to the Company’s future business prospects;

~~Cash~~· ~~flow used in operating activities was $3,382,919 for~~ the ~~period~~ability ~~from~~of ~~inception to December 31, 2007. Cash flow used in operating activities for~~ the ~~year~~Company ~~ended December 31, 2007 was $2,678,439 as compared~~ to ~~$574,610~~generate ~~for~~revenues ~~the year ended December 31, 2006. The increase in cash flow used in operating activities in the current period was due primarily~~ to ~~cash~~fund ~~used for~~future ~~discontinued~~ operations.;

~~Net~~· ~~cash used in investing activities was $750,606 for~~ the ~~period~~volatility from inception to December 31, 2007. Cash flow used for investing activities for the year ended December 31, 2007 was $750,606 as compared to $0 for the year ended December 31, 2006. Cash flow used for investing activities in the current period is primarily attributed to the purchase of the ~~Weatherbird~~ IIstock ~~and~~market; ~~related equipment.~~and

~~Net~~· ~~cash flow~~general ~~provided~~economic ~~by financing activities was $4,190,085 for the period from inception to December 31, 2007~~conditions. Cash flow provided by financing activities for the year ended December 31, 2007 was $3,331,367 as compared to $703,958 for the year ended December 31, 2006. Cash flow provided by financing activities in the current period can be primarily attributed to the sale of common stock on a private placement basis as well as related party loans.

~~The Company’s~~We ~~current~~wish ~~assets are insufficient~~ to ~~conduct~~caution ~~its~~readers ~~plan~~that ofour ~~operation~~operating ~~over~~results ~~the next~~are ~~twelve~~subject ~~(12)~~to ~~months~~various risks and ituncertainties ~~will~~that ~~have~~could tocause ~~seek~~our ~~debt~~actual orresults ~~equity financing~~ to ~~fund~~differ ~~minimum operations.~~materially ~~The~~from ~~Company~~those ~~has~~discussed ~~no current commitments~~ or ~~arrangements with respect to~~anticipated, ~~or immediate~~including ~~sources~~the offactors ~~funding.~~set ~~Further,~~forth noin ~~assurances~~the ~~can~~section beentitled ~~given~~Risk Factors ~~that~~included ~~funding,~~elsewhere ifin ~~needed, would~~this bereport. ~~available~~We oralso ~~available~~wish to ~~the~~advise ~~Company~~readers onnot ~~acceptable~~to ~~terms.~~place ~~The~~any ~~Company’s shareholders~~undue ~~would~~reliance beon the ~~most~~forward ~~likely~~looking ~~source~~statements ofcontained ~~new funding~~ in ~~the~~this ~~form~~report, ofwhich ~~loans~~reflect orour ~~equity placements~~beliefs ~~though~~and ~~none~~expectations ~~have~~only ~~made~~as ~~any~~of ~~commitment~~the ~~for~~date ~~future~~of ~~investment~~this ~~and~~report. ~~the~~We ~~Company~~assume ~~has~~ no ~~agreement~~obligation ~~formal~~to update or ~~otherwise.~~revise ~~The~~these ~~Company’s~~forward ~~inability~~looking statements to ~~obtain~~reflect ~~funding~~new ~~would have~~events aor ~~material~~circumstances ~~adverse~~or ~~affect~~any onchanges ~~its~~in ~~plan~~our ofbeliefs ~~operation.~~or ~~The~~expectations, ~~Company projects that if no~~other ~~acquisition~~than ~~candidate~~ is ~~found~~required ~~within~~by ~~the next twelve months its operating requirements will not exceed $100,000~~law.

~~Subsequent to~~Stock-Based the year ended December 31, 2007, the Company sold its research vessel the Weatherbird II to Sperc Explorer, Inc. for a sale price of $1,000,000. The Company has no current plans for the purchase or sale of any plant or equipment.Compensation

~~The~~We ~~Company~~have adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment ~~has~~transactions ~~terminated~~in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Commission issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all ~~employees~~new and ~~has~~unvested nostock ~~current~~options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123. Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of our employee stock options was equal to ~~hire~~the ~~employees~~market price of the underlying stock on the date of the grant, no compensation expense was recognized.

~~Off~~We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the ~~Balance~~consideration ~~Sheet~~received ~~Arrangements~~or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

As of December 31, 2007, the Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial16

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~~condition, revenues~~Recent orAccounting ~~expenses,~~Pronouncements ~~results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.~~

~~Going~~In May, 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60” (SFAS 163). This Statement requires that an insurance enterprise recognize a claim ~~Concern~~liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. This Statement requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginning after issuance of this Statement. Except for those disclosures, earlier application is not permitted. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations. In May, 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 162, “The Heirarchy of Generally Accepted Accounting Principles” (SFAS No. 162). This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The sources of accounting principles that are generally accepted are categorized in descending order of authority as follows:

~~The Company’s auditors have expressed an opinion as to our ability to continue as~~ a. FASB ~~going concern~~Statements ~~as a result~~ of anFinancial ~~accumulated~~Accounting ~~deficit~~Standards ofand $3Interpretations,~~678,870~~ asFASB ofStatement ~~December~~133 31Implementation Issues, ~~2007.~~FASB ~~Our ability~~Staff to continue as a going concern is subject to the ability of the Company to obtain the necessary funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concernPositions, ~~includes~~and ~~(i)~~American ~~obtaining~~Institute ~~funding from private placement sources; (ii) obtaining additional funding from the sale~~ of ~~the Company’s~~Certified ~~securities;~~Public ~~(iii)~~Accountants ~~establishing revenues from a suitable business opportunity that has not yet been identified;~~ (ivAICPA) ~~obtaining~~Accounting ~~loans~~Research Bulletins and ~~grants~~Accounting ~~from~~Principles ~~various financial~~Board ~~institutions~~Opinions ~~where possible. Although management believes~~ that ~~it will be able to~~are ~~obtain~~not ~~the~~superseded ~~necessary~~by ~~funding~~actions toof ~~allow~~ the ~~Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.~~FASB

15b. FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position

~~Forward~~c. AICPA ~~Looking~~Accounting ~~Statements~~Standards ~~and~~Executive ~~Factors~~Committee ~~That~~Practice ~~May~~Bulletins ~~Affect~~that ~~Future~~have ~~Results~~ been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and ~~Financial~~the ~~Condition~~Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics)

~~The statements~~d. Implementation ~~contained~~guides in(Q&As) ~~the~~published ~~section~~by ~~titled~~the ~~“Results~~FASB ~~of Operations”~~staff, ~~and~~AICPA ~~“Description of~~Accounting ~~Business”~~Interpretations, ~~with~~AICPA ~~the~~Industry ~~exception~~Audit ofand ~~historical~~Accounting ~~facts,~~Guides ~~are forward~~and ~~looking~~Statements ~~statements.~~of APosition ~~safe-harbor provision may~~ not becleared ~~applicable~~by to the ~~forward looking statements made in this current report. Forward looking statements reflect our current expectations and beliefs regarding our future results of operations~~FASB, ~~performance,~~ and ~~achievements.~~practices ~~These~~that ~~statements~~ are ~~subject~~widely torecognized ~~risks~~ and ~~uncertainties~~prevalent ~~and~~either ~~are~~generally ~~based upon assumptions and beliefs that may~~ or ~~may~~in ~~not materialize. These statements include, but~~the ~~are~~industry. ~~not limited to, statements concerning:~~

•The ~~our~~adoption ~~anticipated~~of this statement will have no material effect on the Company’s financial ~~performance~~condition ~~and~~or ~~business~~results ~~plan;~~of operations.

~~• the sufficiency of existing capital resources;~~17

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•In ~~our~~March ~~ability~~2008, tothe ~~raise~~Financial ~~additional~~Accounting ~~capital~~Standards Board issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (SFAS No. 161). This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to ~~fund~~provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash ~~requirements~~flows. This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for ~~future~~using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations;.

•ITEM ~~uncertainties~~7A. QUANTITATIVE ~~related~~AND toQUALITATIVE ~~the~~DISCLOSURES ~~Company’s~~ABOUT ~~future~~MARKET ~~business prospects;~~RISK

•Not ~~the ability of the Company to generate revenues to fund future operations;~~required.

•ITEM ~~the~~8. ~~volatility~~FINANCIAL ofSTATEMENTS ~~the~~AND ~~stock~~SUPPLEMENTARY ~~market and; and~~DATA

•Our ~~general~~audited ~~economic~~financial ~~conditions~~statements for the years ended December 31, 2008 and 2007 are attached hereto as F-1 through F-17.

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled “Risk Factors” included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than is required by law.18

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PLANKTOS CORP. ~~Stock-Based~~(A ~~Compensation~~Development Stage Company) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007

~~On January~~ ~~1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which~~ addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Commission issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method underPage

~~Accounting Principles~~ Report Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of ~~stock-based~~Independent ~~awards~~Registered ~~under~~Public ~~SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123,~~ Accounting ~~for Stock~~Firm F-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.2

Consolidated Balance 16Sheets F-3

~~Prior~~ Consolidated ~~to the~~Statements ~~adoption~~ of ~~SFAS No 123R, we measured compensation expense for our employee stock~~Operations F-~~based~~4 ~~compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We~~ ~~applied~~ Consolidated ~~the~~Statements ~~disclosure provisions~~ of ~~SFAS~~Stockholders’ ~~No. 123 as amended by SFAS No. 148, Accounting for Stock~~Equity F-~~Based Compensation – Transition and Disclosure, as if the fair-value-based~~5 ~~method had been applied in measuring compensation expense. Under APB Opinion No. 25, when~~ ~~the~~ Consolidated ~~exercise~~Statements ~~price~~ of ~~our~~Cash ~~employee stock options was equal to the market price of the~~Flows F-6 ~~underlying stock on the date of the grant, no compensation expense was recognized.~~

We Notes ~~account for~~to ~~equity~~Consolidated ~~instruments issued in exchange for the receipt of goods or services from other~~Financial ~~than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96~~Statements F-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.9

~~Recent Accounting Pronouncements~~F-1

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InBoard ~~December 2007, the FASB issued SFAS 160, “Noncontrolling interests in Consolidated Financial Statements – an amendment~~ of ARB No. 51”. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years beginning on or after December 15, 2008. Early adoption is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.Directors

InPlanktos ~~January 2007,~~Corp ~~we adopted FIN 48. FIN 48 clarifies the accounting for uncertain taxes~~ ~~recognized~~Palm ~~in an enterprise's financial statements in accordance with SFAS No. 109~~Desert, ~~"Accounting~~ ~~for~~California ~~Income Taxes."~~ FIN 48 prescribes a recognition threshold and measurement of a tax position taken or expected to be taken in an enterprise's tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure related to uncertain income tax positions.

InREPORT ~~February 2007,~~OF ~~the~~INDEPENDENT ~~FASB~~REGISTERED ~~issued~~PUBLIC ~~SFAS~~ACCOUNTING 159, “The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess the impact on our results of operations and financial condition if an election is made to adopt the standard.FIRM

~~ITEM~~We 7Ahave audited the accompanying consolidated balance sheets of Planktos Corp (a development stage company) as of December 31, 2008 and 2007, and the related consolidated statements of operations, consolidated statement of stockholders’ equity (deficit) and consolidated statement of cash flows for the years then ended and for the period from February 11, 2005 (Inception) to December 31, 2008. ~~QUANTITATIVE~~These ~~AND~~financial ~~QUALITATIVE~~statements ~~DISCLOSURES~~are ~~ABOUT~~the ~~MARKET~~responsibility ~~RISK~~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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 Planktos Corp (a development stage company) as of December 31, 2008 and 2007, and the results of its operations, consolidated statement of stockholders equity (deficit) and its consolidated statement of cash flows for the years then ended and for the period from February 11, 2005 (Inception) to December 31, 2008 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’s significant operating losses and negative working capital raise substantial doubt about its ability to continue as a going concern. ~~Not~~Management’s ~~required~~plans regarding the resolution of this issue are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S. 17

~~ITEM~~Williams 8.& ~~FINANCIAL~~Webster, ~~STATEMENTS AND SUPPLEMENTARY DATA~~P.S.

~~Our audited~~Certified ~~financial~~Public ~~statements for the years ended December 31, 2007 and 2006 are attached hereto as F-1 through F-17.~~Accountants

Spokane, Washington 18April 14, 2009

~~PLANKTOS CORP.~~F-2

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(A Development Stage Company)

PLANKTOS CORP
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
					December 31,		December 31,
					2008		2007

ASSETS
	CURRENT ASSETS
		Cash		$	22,454	$	40,541

			Total Current Assets		22,454		40,541

	OTHER ASSETS
		Net assets of discontinued operations			13		808,300

			Total Other Assets		13		808,300

	TOTAL ASSETS			$	22,467	$	848,841

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable		$	73,351	$	92,531
		Advances payable – related parties			70,345		122,511

			Total Current Liabilities		143,696		215,042

		Net liabilities of discontinued operations			51,256		556,293

	STOCKHOLDERS' EQUITY (DEFICIT)
		Common stock, authorized 250,000,000 shares of $0.001
		par value, issued and outstanding 84,751,838 at December
		31, 2008 and 84,751,838 shares at December 31, 2007			84,752		84,752
		Additional paid-in capital			3,671,624		3,671,624
		Deficit accumulated during development stage			(3,928,861)		(3,678,870)

			Total Stockholders' Equity (Deficit)		(172,485)		77,506

	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)			$	22,467	$	848,841

~~INDEX TO~~The ~~CONSOLIDATED~~accompanying ~~FINANCIAL~~notes ~~STATEMENTS~~are an integral part of these consolidated financial statements.

~~December 31, 2007 and 2006~~F-3

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Page

PLANKTOS CORP
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
												From Inception
												(February 11, 2005 to
				For the Year Ended December 31,								December 31, 2008)
				2008				2007

REVENUES			$	-		$		-		$		-

OPERATING EXPENSES
	Bad debt expense			-				32,876				32,876
	General and administrative			111,793				296,618				1,141,562
	Research and development							-
	Vessel operating expenses			-				-				-
		Total Operating Expenses		111,793				329,494				1,174,438

LOSS FROM OPERATIONS				(111,793)				(329,494)				(1,174,438)

OTHER INCOME (EXPENSE)
	Other income			-				-				11,119
	Other income- related party			-				-				61,000
	Interest income			-				-				3,522
	Interest expense			-				(32,614)				(73,715)
		Total Other Income (Expense)		-				(32,614)				1,926

NET LOSS BEFORE INCOME TAX				(111,793)				(362,108)				(1,172,512)
INCOME TAX EXPENSE				-								-

NET LOSS FROM CONTINUING OPERATIONS				(111,793)			(362,108)				(1,172,512)
LOSS ON DISCONTINUED OPERATIONS				(138,198)			(2,575,491)				(2,756,349)

NET LOSS			$	(249,991)	$		(2,937,599)		$		(3,928,861)

NET LOSS PER SHARE, CONTINUING
OPERATIONS			$	(0.00)	$		(0.00)		$		(0.03)

NET LOSS PER SHARE, DISCONTINUED
OPERATIONS			$	(0.00)	$		(0.03)		$		(0.06)

NET LOSS PER SHARE, BASIC AND DILUTED			$	(0.00)	$		(0.03)		$		(0.08)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
				84,751,838				84,751,838				46,257,169

~~Report~~The ofaccompanying ~~Independent~~notes ~~Registered~~are ~~Public~~an ~~Accounting~~integral ~~Firm~~part ~~F-2~~of these consolidated financial statements.

~~Consolidated Balance Sheets~~ F-34

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Consolidated Statements of Operations F-4

PLANKTOS CORP
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
									Deficit Accumulated
	Common Stock				Additional Paid-in		Accumulated Comprehensive		During the Development	Total Stockholder’s
	Shares		Amount		Capital		Income/(Loss)		Stage	Equity

Common stock issued at inception for cash at $67 per share	300	$	-	$	20,000	$	-	$	-	20,000
Net loss for the year ended December 31, 1998	-		-		-		-		-	-

Balance, December 31, 1998	300		-		20,000		-		-	20,000

Common stock issued for cash at $167 per share	101		-		16,800		-		-	16,800
Common stock issued for cash at $2,000 per share	1		-		2,000		-		-	2,000
Net loss for the year ended December 31, 1999	-		-		-		-		(36,360)	(36,360)

Balance, December 31, 1999	402		-		38,800		-		(36,360)	2,440

Net change in unrealized gains/(losses)
on available for sale securities	-		-		-		(12,185)		-	(12,185)
Net loss for the year ended December 31, 2000	-		-		-		-		(37,792)	(37,792)

Balance, December 31, 2000	402		-		38,800		(12,185)		(74,152)	(47,537)

Common stock issues for services from $7 to $17 per share	105,000		105		499,895		-		-	500,000
Share issued in round-up	5		-		-		-		-	-
Common stock issued for services to a related party at
$0.01 per share	3,000,000		3,000		17,000					20,000
Rounding of shares	149		-		-		-		-	-
Forgiveness of debt	-		-		43,085		-		-	43,085

Net change in unrealized gains/(losses)on available for sale securities	-		-		-		12,185			12,185
Net loss for the year ended December 31, 2001	-		-		-		-		(588,198)	(588,198)

Balance, December 31, 2001	3,105,555	$	3,105	$	598,780	$	-	$	(662,350)	(60,465

~~Consolidated~~The ~~Statements~~accompanying notes are an integral part of ~~Stockholders’~~these ~~Equity~~consolidated ~~F-5~~financial statements.

~~Consolidated Statements of Cash Flows~~ F-65

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Notes to Consolidated Financial Statements F-8

PLANKTOS CORP
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
									Deficit Accumulated
	Common Stock				Additional Paid-in		Accumulated Comprehensive		During the Development	Total Stockholder’s
	Shares		Amount		Capital		Income/(Loss)		Stage	Equity


Balance forward, December 31, 2001	3,105,555	$	3,105	$	598,780	$	-	$	(662,350)	(60,465)

Shares returned to treasury	(7,500)		(8)		8		-		-	-

Issuance of common stock for services from $0.07 to $0.17 per share	33,450,000		33,450		527,550		-		-	561,000
Issuance of common stock for debt at $0.13 per share	600,000		600		79,400		-		-	80,000
Issuance of stock in round-up	22,749		23		(23)		-		-	-
Net loss for the period ended December 31, 2002	-		-		-		-		(749,558)	(749,558)

Balance, December 31, 2002	37,170,804		37,170		1,205,715		-		(1,411,908)	(169,023)

Issuance of common stock for services at $0.01 per share	30,000,000		30,000		370,000		-		-	400,000
Rounding due to stock split	224		-		-		-		-	-
Cancellation of common shares	(43,500)		(44)		44		-		-	-
Net loss for the period ended December 31, 2003	-		-		-		-		(463,037)	(463,037)

Balance, December 31, 2003	67,127,527		67,127		1,575,759		-		(1,874,945)	(232,060)

Rounding due to Madison adjustment	-		1		243		-		-	244
Net loss for the period ended December 31, 2004	-		-		-		-		(54,079)	(54,079)

Balance, December 31, 2004	67,127,527		67,128		1,576,002		-		(1,929,024)	(285,895)

Issuance of common stock for debt at $.01 per share	78,711,311		78,711		918,299		-		-	997,010
Common stock issued for cash from $0.13 to $0.17 per share	2,100,000		2,100		327,900		-		-	330,000
Cancellation of common shares	(70,500,000)		(70,500)		70,500		-		-	-
Issuance of warrants	-		-		500,347		-		-	500,347
Capital contribution by shareholders	-		-		100		-		-	100
Net loss for the period ended December 31, 2005	-		-		-		-		(1,356,581)	(1,356,581)

Balance, December 31, 2005	77,438,838		77,439		3,393,148		-		(3,285,605)	184,981

~~F-1~~The accompanying notes are an integral part of these consolidated financial statements.

~~Board of Directors~~F-6

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Planktos Corp.

PLANKTOS CORP
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
									Deficit Accumulated
	Common Stock				Additional Paid-in		Accumulated Comprehensive		During the Development	Total Stockholder’s
	Shares		Amount		Capital		Income/(Loss)		Stage	Equity

Balance forward, December 31, 2005	77,438,838		77,439		3,393,148		-		(3,285,605)	184,981

Net loss for the period ended December 31, 2006	-		-		-		-		(286,793)	(286,793)
Recapitalization of Planktos Corp					(3,572,398)				3,572,398	-
Accumulated deficit & recapitalization of Planktos Inc.					143,013				(741,271)	(598,258)

Balance, December 31, 2006	77,438,838		77,439		(36,238)		-		(741,271)	(700,070)

Net equity acquired in reverse acquisition					(101,811)					(101,811)
Common stock issued for cash from $0.27 to $0.40 per share	5,585,000		5,585		1,650,415					1,650,000
Common stock issued for services at $0.86 per share	50,000		50		42,950					43,000
Common stock issued for cash at $0.16 per share	600,000		600		99,385					99,985
Common stock issued for cash at $1.00 per share	1,078,000		1,078		1,076,922					1,078,000
Common stock cancelled	(45,000,000)		(45,000)		-					(45,000)
Common stock issued in exchange for Planktos, Inc. stock	45,000,000		45,000		940,000					985,000
Net loss for the period ended December 31, 2007									(2,937,599)	(2,937,599

Balance, December 31, 2007	84,751,838		84,752		3,671,624		-		(3,678,870)	77,505

Net loss for the period ended December 31, 2008									(249,991)	(249,991)

Balance, December 31, 2008	84,751,838	$	84,752	$	3,671,624	$	-	$	(3,928,861)	(172,486)

~~Vancouver,~~The ~~British~~accompanying ~~Columbia~~notes are an integral part of these consolidated financial statements.

~~CANADA~~F-7

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PLANKTOS CORP
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS								From
								Inception
								(February 11, 2005 to
				For the Year Ended December 31,				December 31, 2008)
				2008		2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations			$	(111,793)	$	(362,108)	$	(1,172,512)
Adjustments to reconcile net loss to net cash
(Used) in operating activities:
	Depreciation			-		35,745		35,745
	Expenses paid through contribution of paid in capital			-		-		41,101
	(Increase) decrease in prepaid expense& misc receivable			-		7,162		-
	Increase (decrease) in accounts payable			(19,180)		186,898		168,789
	Increase (decrease) in other liabilities			-		(3,259)		3,242
	Increase (decrease) in accrued interest payable			-		32,614		32,614
	Net Cash (Used in) Continuing Operating Activities			(130,973)		(102,948)		(891,021)
	Net Cash (Used in) Discontinued Operating Activities			(362,525)		(2,591,510)		(3,001,415)
		Net Cash (Used in) Operating Activities		(493,498)		(2,694,458)		(3,892,436)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisition of business			-		72,700		72,700
	Discontinued operations			1,000,000		(823,306)		176,694)
		Net Cash (Used in) Investing Activities		1,000,000		(750,606)		249,394)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issued common stock for cash			-		2,876,985		2,877,085
	Affiliate receivable			-		86,956		5,824
	Affiliate payable			-		(5,824)		(5,824)
	Proceeds from payable - related party			-		650,000		1,589,750
	Loan principal repayments			(52,166)		(276,750)		(328,916)
	Discontinued operations			(472,423)		-		(472,423)
		Net Cash Provided by Financing Activities		(524,589)		3,331,367		3,665,496
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS				(18,087)		(113,697)		22,454
CASH AT BEGINNING OF PERIOD				40,541		154,238		-
CASH AT END OF PERIOD			$	22,454	$	40,541	$	22,454
SUPPLIMENTAL CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest	$	-	$	-	$	-
		Income taxes	$	-	$	-	$	-

WeNON-CASH ~~have audited~~FINANCING ~~the~~AND ~~accompanying~~INVESTING consolidated balance sheets of Planktos Corp. (a development stage company) as of December 31, 2007 and 2006, and the related consolidated statements of operations, consolidated statement of stockholders’ equity (deficit) and consolidated statement of cash flows for the years then ended and for the period from February 11, 2005 (Inception) to December 31, 2007. 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.TRANSACTIONS:

~~We conducted~~During ~~our~~2005 ~~audit in accordance with~~ the ~~standards of the Public~~ Company ~~Accounting Oversight~~issued 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. The Company is not required to have78, ~~nor were we engaged to perform~~711,311 anshares ~~audit~~ of ~~its~~common ~~internal~~stock ~~control~~to ~~over~~satisfy ~~financial~~debt ~~reporting. Our audit included consideration~~ of ~~internal~~ ~~control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances~~$997, ~~but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting~~010. Accordingly, we express no such opinion. 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.

InDuring ~~our opinion,~~2006 the ~~financial~~Company ~~statements~~converted ~~referred to above present fairly~~$99,541 ~~in all material respects, the financial position~~ of ~~Planktos~~accounts ~~Corp.~~payable (a- ~~development~~related ~~stage~~party ~~company)~~to asloan ofpayable. ~~December~~During ~~31,~~ 2007 ~~and 2006, and~~ the ~~results~~Company ofissued ~~its operations~~50,000 ~~consolidated~~shares ~~statement~~ of ~~stockholders~~ ~~equity~~common ~~(deficit)~~stock ~~and its consolidated statement of cash flows~~ for ~~the~~services ~~years then~~provided ~~ended~~by ~~and~~one ~~for~~of ~~the~~our ~~period~~directors ~~from~~valued ~~February~~at 11$46, ~~2005 (Inception) to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America~~000.

The accompanying ~~financial~~notes ~~statements~~are ~~have~~an ~~been~~integral ~~prepared~~part assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses and negative working capital raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding the resolution of ~~this~~these ~~issue~~consolidated ~~are also discussed in Note 2. The~~ financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty~~.

~~/s/ Williams & Webster, P.S.~~F-8

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~~Williams~~PLANKTOS CORP. & (formerly ~~Webster,~~Diatom ~~P.S.~~Corporation) (A Development Stage Company)

~~Certified~~NOTES ~~Public~~TO ~~Accountants~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~Spokane~~December 31, ~~Washington~~ 2008

~~April 25,~~NOTE ~~2008~~1 – ORGANIZATION AND BASIS OF PRESENTATION

Planktos Corp. (the “Company”) was incorporated as “eWorld Travel Corp” on December 10, 1998 under the laws of the state of Nevada. The Company was originally organized to provide internet-based travel services. ~~F-2~~On September 23, 2002, the Company changed its name to “GYK Ventures, Inc.” and on July 8, 2005, the Company changed its name to “Diatom Corporation”. On March 7, 2007 the Company acquired Planktos, Inc as a wholly owned subsidiary. These consolidated financial statements include the accounts of the Company and Planktos, Inc.

PLANKTOS CORP. (formerly Diatom Corporation) (A Development Stage Company) CONSOLIDATED BALANCE SHEETS
					December 31,		December 31,
					2007		2006
ASSETS
	CURRENT ASSETS
		Cash		$	56,560	$	154,238
		Prepaid expenses			-		7,162
		Advances receivable			-		86,956
			Total Current Assets		56,560		248,356
	OTHER ASSETS
		Vessels and other fixed assets, net of depreciation			787,561		-
		Deposits			4,720		4,720
			Total Other Assets		792,281		4,720
	TOTAL ASSETS			$	848,841	$	253,076
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable		$	187,968	$	1,071
		Other accrued liabilities			3,242		6,501
		Accrued interest payable – related parties			32,614		-
		Payable to affiliates			-		5,824
		Loan payable – related parties			547,511		939,750
			Total Current Liabilities		771,335		953,146
	COMMITMENTS AND CONTINGENCIES				-		-
	STOCKHOLDERS' EQUITY (DEFICIT)
		Common stock, authorized 250,000,000 shares
		of $0.001 par value, issued and outstanding
		84,751,838 at December 31, 2007 and 77,438,838 shares at December 31, 2006
					84,752		100
		Additional paid-in capital			3,671,624		41,101
		Deficit accumulated during development stage			(3,678,870)		(741,271)
			Total Stockholders' Equity (Deficit)		77,506		(700,070)
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
				$	848,841	$	253,076

The Company was engaged in the carbon offset business through efforts to prove out an “iron-fertilization” technology.

The ~~accompanying~~ ~~notes~~Company ~~are~~is ana ~~integral~~development ~~part~~stage company as defined in Financial Accounting Standards Board Statement No. 7. It is concentrating substantially all of ~~these~~its ~~consolidated~~efforts ~~financial statements~~in raising capital and defining its business operation in order to generate revenues.

During the fourth quarter of 2007, Planktos’ “iron-fertilization” prove out program was suspended and its operations were discontinued. In the first quarter of 2008 Planktos terminated all employees, liquidated substantially all of its assets ~~F-3~~and closed its Foster City, California office. As of December 31, 2008 a cumulative loss of $2,756,349 has been recognized as a loss in discontinued operations.

PLANKTOS CORP.
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
						From Inception
			For the Years Ended December 31,			(February 11, 2005
			2007		2006	to December 31, 2007)
REVENUES				$ -	$ -	$ -
OPERATING EXPENSES
	Vessel operating expenses		-		-	-
	Research and development		-		-	-
	Bad debt expense		32,876		-	32,876
	General and administrative		296,618		568,101	1,029,769
		Total Operating Expenses	329,494		568,101	1,062,645
LOSS FROM OPERATIONS				(329,494)	(568,101)	(1,062,645)
OTHER INCOME (EXPENSE)
	Other income		-		11,119	11,119
	Other income- related party		-		21,000	61,000
	Interest income		-		3,522	3,522
	Interest expense		(32,614)		(39,938)	(73,715)
		Total Other Income (Expense)	(32,614)		(4,297)	1,926
NET LOSS BEFORE INCOME TAX				(362,108)	(572,398)	(1,060,719)
INCOME TAX EXPENSE				-	-	-
NET LOSS FROM CONTINUING OPERATIONS				(362,108)	(572,398)	(1,060,719)
LOSS ON DISCONTINUED OPERATIONS				(2,575,491)	(42,660)	(2,618,151)
	NET LOSS		$ (2,937,599)		$ (615,058)	$ (3,678,870)
NET LOSS PER SHARE				$ 0.03	$ 0.01	$ 0.09
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
				84,751,838	77,438,838	41,982,579

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The ~~accompanying~~ financial statements and notes are representations anof ~~integral~~the ~~part~~Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of ~~these~~America, ~~consolidated~~and have been consistently applied in the preparation of the financial statements.

~~F-4~~Accounting Method

PLANKTOS CORP.
(formerly Diatom Corporation)
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
					Deficit Accumulated
				Additional	During	Total
		Common Stock		Paid-in	Development	Stockholder's
		Shares	Amount	Capital	Stage	Equity
Balance, February 11, 2005 (Inception)		-	$ -	$ -	$ -	$ -
	Shares issued for cash	45,000,100	100	-	-	100
	Contribution of capital by shareholders in
	form of foregone interest	-	-	1,163	-	1,163
	Net loss for the year ended December 31, 2005	-	-	-	(126,213)	(126,213)
Balance, December 31, 2005		45,000,100	100	1,163	(126,213)	(124,950)
	Contribution of capital by shareholders in
	form of foregone interest	-	-	39,938	-	39,938
	Net loss for the year ended December 31, 2006	-	-	-	(615,058)	(615,058)
Balance, December 31, 2006		45,000,100	100	41,101	(741,271)	(700,070)
	Recapitalization Adjustment	32,438,738	77,339	760,850	-	838,189
	Balance post recapitalization (Note 1)	77,438,838	77,439	801,951	(741,271)	138,119
	Common stock issued for cash from $0.16 to $1.00 per share	7,263,000	7,263	2,826,722	-	2,833,985
	Common stock issued for services	50,000	50	42,950	-	43,000

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

	Net loss for the year ended December 31, 2007	-		-		-		(2,937,599)		(2,937,599)
	Balance, December 31, 2007	84,751,838		$ 84,752		$3,671,623		$(3,678,870)		$ 77,506

Cash and Cash Equivalents

~~The accompanying~~For ~~notes~~purposes ~~are~~of anthe ~~integral~~statement ~~part~~of cash flows, the Company considers all highly liquid investments with original maturities of ~~these~~three ~~consolidated~~months ~~financial statements~~or less to be cash equivalents. As of December 31, 2008, all of the Company’s cash was within Federally insured limits.

~~F-5~~Concentrations

PLANKTOS CORP.
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
								From Inception (February11, 2005 to
				For the Years Ended December 31,				December 31,
				2007		2006		2007)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations			$	(336,809)	$	(572,398)	$	(1,035,420)
Adjustments to reconcile net loss to net cash
(Used) in operating activities:
	Depreciation			35,745		-		35,745
	Expenses paid through contribution of paid in capital			-		39,938		41,101
	(Increase) decrease in deposits			-		100		(4,720)
	(Increase) decrease in prepaid expense & misc receivable			7,162		(7,162)		-
	Increase (decrease) in accounts payable			186,898		1,071		187,969
	Increase (decrease) in other liabilities			(3,259)		6,501		3,242
	Increase (decrease) in accrued interest payable			32,614		-		32,614
	Net Cash (Used in) Continuing Operating Activities			(102,948)		(531,950)		(764,768)
	Net Cash (Used in) Discontinued Operating Activities			(2,575,491)		(42,660)		(2,618,151)
	Net Cash (Used in) Operating Activities			(2,678,439)		(574,610)		(3,382,919)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of vessel and other fixed asset			(823,306)		-		(823,306)
	Acquisition of business			72,700		-		72,700
		Net Cash (Used in) Investing Activities		(750,606)		-		(750,606)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issued common stock for cash			2,876,985		-		2,877,085
	Affiliate receivable			86,956		(85,952)		5,824
	Affiliate payable			(5,824)		-		(5,824)
	Proceeds from payable - related party		650,000			789,910		1,589,750
	Loan principal repayments			(276,750)		-		(276,750)
		Net Cash Provided by Financing Activities	3,331,367			703,958		4,190,085
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS				(97,678)		129,348		56,560
CASH AT BEGINNING OF PERIOD				154,238		24,890		-
CASH AT END OF PERIOD				$ 56,560		$ 154,238		$ 56,560
SUPPLIMENTAL CASH FLOW INFORMATION
	CASH PAID FOR:

The Company maintains its cash accounts in commercial banks. During the year, the Company may maintain balances in excess of the federally insured amounts in the accounts that are maintained in the United States.

~~Interest $~~ F- ~~$ - $ - Income taxes $ - $ - $ -~~9

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~~The~~PLANKTOS CORP. ~~accompanying~~ (formerly ~~notes~~Diatom ~~are~~Corporation) (A anDevelopment ~~integral~~Stage ~~part of these consolidated financial statements.~~Company)

~~F-6~~NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~PLANKTOS CORP.~~December 31, 2008

~~(formerly~~NOTE ~~Diatom~~2 ~~Corporation)~~– SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES - continued

~~(A Development~~Derivative ~~Stage Company)~~Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” (hereinafter “SFAS No. 133”) as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral ~~CONSOLIDATED~~of ~~STATEMENTS~~the OFEffective ~~CASH~~Date ~~FLOWS~~of FASB No. 133,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140.” If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. Historically, the Company has not entered into derivative contracts to hedge existing risks.

~~(Continued)~~Development Stage Activities

~~NON-CASH FINANCING~~The ~~AND~~Company ~~INVESTING~~has ~~TRANSACTIONS:~~been in the development stage since inception. The Company has no revenues from its planned operations. The Company is in the development stage according to Financial Accounting Standards Board Statement No. 7 and is currently focusing its attention on raising capital in order to pursue its goals.

~~During 2005,~~Earnings ~~the~~(Loss) ~~Company~~Per ~~issued~~Share ~~78,711,311 shares of common stock to satisfy debt of $997,010.~~

~~During~~The Company adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted ~~2006,~~average common shares outstanding for the ~~Company~~period. ~~converted~~Diluted ~~$99,541~~earnings (loss) per share reflect the potential dilution of ~~accounts~~securities ~~payable~~that –could ~~related~~share ~~party~~in the earnings of an entity similar to ~~loan~~fully diluted earnings per share. For the fiscal year 2007 and 2008, diluted net loss per share was the same as basic net loss per share as the common stock ~~payable~~equivalents –outstanding ~~related~~were ~~party~~considered anti-dilutive.

~~During 2007,~~As ~~the~~of ~~Company~~December ~~issued 50~~31,~~000~~ ~~shares~~2008 ofand ~~common~~December ~~stock~~31, ~~for~~2007, ~~services~~the ~~provided~~Company byhad ~~one~~outstanding ofcommon ~~our directors~~stock ~~valued~~warrants atof ~~$46~~5,525,000.

F-710

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PLANKTOS CORP. (formerly Diatom Corporation) (A Development Stage Company)

~~(formerly~~NOTES ~~Diatom~~TO ~~Corporation)~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(A Development~~December ~~Stage~~31, ~~Company)~~2008

~~NOTES~~NOTE ~~TO AUDITED~~2 ~~CONSOLIDATED~~– ~~FINANCIAL~~SUMMARY ~~STATEMENTS~~OF SIGNIFICANT ACCOUNTING PRINCIPLES - continued

~~December~~Fair ~~31,~~Value ~~2007~~Measurements

~~NOTE~~Effective January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) SFAS No.157, Fair Value Measurements (SFAS 157). The provisions of SFAS 157 1are –applicable ~~ORGANIZATION~~to ~~AND~~all ~~BASIS~~of OFthe ~~PRESENTATION~~Company’s assets and liabilities that are measured and recorded at fair value. SFAS 157 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants. SFAS 157 establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by SFAS 157 are described below.

~~Planktos Corp.~~Level ~~(the~~1: Quoted ~~“Company”)~~market ~~was~~prices ~~incorporated~~available asin ~~“eWorld~~active ~~Travel~~markets ~~Corp”~~for ~~on December~~identical ~~10,~~assets ~~1998~~or ~~under~~liabilities ~~the~~as ~~laws~~ of the ~~state~~reporting ~~of Nevada~~date. On September 23, 2002, the Company changed its name to “GYK Ventures, Inc.” and on July 8, 2005, the Company changed its name to “Diatom Corporation”. The Company was originally organized to provide internet-based travel services.

~~On August~~Level ~~17,~~2: Pricing ~~2005,~~inputs ~~the~~other ~~Company~~than ~~executed~~quoted anprices Iron-Fertilization Prove-Out and Purchase Agreement with Solar Energy Limited (“Solar”) and its wholly owned subsidiary Planktos, Inc. (“Planktos”) whereby the Company committed to assist Planktos in ~~providing~~ ~~developmental~~active ~~funding~~markets ~~for~~included a marine “iron-fertilization” prove out program designed to take advantage of the Kyoto Protocol which enables companies and governments to offset regulated greenhouse emission restrictions with certified emission reduction (“CER”) credits in ~~exchange~~Level ~~for exclusive marketing and intellectual property rights to Planktos’ CO2 sequestration process. Planktos expected the cost of the prove out program to be $~~1,~~290,000~~ of which ~~Solar~~are ~~agreed~~either todirectly ~~provide~~or upindirectly ~~to 25%.~~observable ~~Solar~~as ~~was responsible for funding the remainder~~ of the ~~developmental~~reporting ~~funding~~date. The agreement also provided for a royalty agreement which would have entitled Planktos and Solar up to 75% of net sales revenue generated by the Company from the sale of CER credits created from the sequestration process until Solar and Planktos had recouped their costs. Thereafter, Solar and Planktos were entitled to 25% of net sales revenue generated by the Company from the sale of CERs. The Company paid $250,000 in cash for the exclusive marketing and intellectual property rights.

~~On August~~Level 9,3: Pricing ~~2007~~inputs ~~the~~that ~~Company~~are ~~purchased~~generally ~~100%~~unobservable ofinputs ~~the issued~~ and ~~outstanding~~not ~~shares~~corroborated ofby ~~Planktos to~~market ~~acquire the proprietary greenhouse emission technology associated with the CO2 sequestration process~~data. ~~The Company issued 45,000,000 restricted shares of common stock to Solar which represented 54% of the outstanding common stock of the Company.~~

~~In December~~The ~~2007,~~Company ~~Planktos’~~does ~~“iron-fertilization”~~not ~~prove~~have ~~out~~any ~~program~~assets ~~was suspended~~or ~~and~~liabilities ~~efforts~~measured ~~are~~at ~~underway~~fair tovalue ~~wind~~on ~~down~~a ~~its~~recurring ~~operations~~basis at December 31, 2008. The Company ~~has~~did ~~since terminated~~not ~~all~~have ~~employees,~~any ~~liquidated~~fair ~~substantially~~value ~~all~~adjustments offor ~~its~~ assets and isliabilities inmeasured ~~the~~at ~~process of~~fair ~~closing~~value ~~its~~on ~~Foster~~a ~~City,~~nonrecurring ~~California~~basis ~~office.~~during Asthe ofyear ended December 31, ~~2007 this prove out program was suspended and $2,575,491 has been recognized as a loss in discontinued operations~~2008.

~~The Company~~Going isConcern a development stage company as defined in Financial Accounting Standards Board Statement No. 7. It is concentrating substantially all of its efforts in raising capital and defining its business operation in order to generate revenues.

~~The consolidated~~As ~~financial~~shown ~~statements~~in atthe ~~December~~accompanying 31financial statements, ~~2007~~the ~~and~~Company ~~2006~~had ~~assume~~no ~~the~~revenues, ~~acquisition~~a ~~of Planktos~~negative byworking ~~the~~capital ~~Company~~of ~~occurred~~$121,242 ~~January~~and 1,an ~~2005~~accumulated ~~(date~~deficit of ~~inception~~$3,928,861 ofincurred ~~development~~through ~~stage)~~December 31, 2008. ~~Because~~ ~~the~~These ~~shares~~factors ~~issued~~indicate inthat the ~~acquisition~~Company ofmay ~~Planktos~~be ~~represent~~unable ~~control~~to ofcontinue ~~the~~in ~~total shares~~existence. ofThe ~~the~~ Company’s ~~common~~is ~~stock~~currently ~~issued~~putting ~~and~~business ~~outstanding~~plans ~~immediately following the~~in ~~acquisition~~place which will, ~~Planktos~~if issuccessful, ~~deemed~~mitigate ~~for~~these ~~financial~~factors ~~reporting~~which ~~purposes~~raise tosubstantial ~~have~~doubt ~~acquired~~about the Company’s inability to continue as a ~~reverse~~going ~~acquisition~~concern.Management’s ~~The~~plans ~~business~~includes ~~combination~~the ~~has~~following: ~~been~~(1) ~~accounted~~obtaining ~~for~~funding asfrom ~~a recapitalization~~private ofplacement ~~the~~sources; ~~Company~~(2) ~~giving~~obtaining ~~effect~~additional tofunding from the ~~acquisition~~sale of ~~100%~~the ofCompany’s ~~the~~securities; ~~outstanding common~~and ~~shares~~(3) ofseeking ~~Planktos. The~~out ~~surviving~~a ~~entity~~new ~~reflects~~business ~~the~~opportunity ~~assets~~that ~~and~~might, ~~liabilities~~if ofsuccessful, mitigate ~~Planktos~~those ~~and~~factors which raise substantial doubt about the Company’s atability ~~their~~to ~~historical~~continue ~~book~~as ~~value~~a going concern. The ~~issued~~financial ~~common~~statements ~~stock~~do isnot ~~that~~include ~~of the~~any ~~Company,~~adjustments ~~the~~relating ~~accumulated~~to ~~deficit~~the isrecoverability ~~that~~and classification of ~~Planktos~~recorded assets, ~~and~~or the ~~statements~~amounts and classification of ~~operations is~~liabilities that ofmight be necessary in the event the Company ~~for~~cannot ~~the~~continue ~~year~~in existence.

~~F-8~~Principles of Consolidation

~~PLANKTOS CORP~~The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

~~(formerly Diatom Corporation)~~F-11

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PLANKTOS CORP. (Aformerly Diatom Corporation) (A Development Stage Company)

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2007~~2008

~~ended December~~NOTE ~~31,~~2 ~~2007~~– ~~and~~SUMMARY ~~2006~~OF ~~and~~SIGNIFICANT ~~cumulative~~ACCOUNTING ~~amounts,~~PRINCIPLES ~~plus that of Planktos from August 9,~~- ~~2007 through December 31, 2007.~~continued

~~NOTE~~Provision ~~2 –~~for ~~SUMMARY~~Taxes ~~OF SIGNIFICANT ACCOUNTING PRINCIPLES~~

~~This summary~~Income oftaxes ~~significant~~are ~~accounting~~provided ~~policies~~based ofupon the ~~Company~~liability ismethod ~~presented~~of accounting pursuant to ~~assist~~Statement ~~in understanding~~of ~~the~~Financial ~~Company’s~~Accounting ~~financial~~Standards ~~statements~~No. ~~The~~109, ~~financial~~“Accounting ~~statements~~for ~~and~~Income ~~notes~~ Taxes.” Under this approach, deferred income taxes are ~~representations~~recorded ofto reflect the ~~Company’s~~tax ~~management,~~consequences ~~which~~in isfuture ~~responsible~~years ~~for~~of ~~their~~differences between the ~~integrity~~tax basis of assets and ~~objectivity~~liabilities and their financial reporting amounts at each year-end. ~~These~~A ~~accounting~~valuation ~~policies~~allowance ~~conform~~is torecorded ~~accounting~~against ~~principles generally~~deferred ~~accepted~~tax inassets if management does not believe the ~~United~~Company ~~States~~has ofmet ~~America,~~the ~~and~~“more ~~have~~likely ~~been~~than ~~consistently~~not” ~~applied~~standard ~~in the~~imposed ~~preparation~~by SFAS No. 109 to allow recognition of ~~the~~such ~~financial~~an ~~statements~~asset.

At December 31, 2008 and 2007, the Company had gross deferred tax assets calculated at an expected rate of 34% of approximately $1,289,000 and $1,251,000, ~~Accounting~~respectively, ~~Method~~principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance of $1,289,000 and $1,251,000 has been established at December 31, 2008 and 2007, respectively.

The ~~Company’s~~ ~~financial~~significant ~~statements~~components ~~are~~of ~~prepared using~~ the ~~accrual~~Company’s ~~basis~~deferred oftax ~~accounting~~assets ~~in accordance~~at ~~with~~December ~~accounting~~31, ~~principles~~2008 ~~generally~~and ~~accepted~~2007 inare ~~the~~as ~~United States of America.~~follows:

Bad Debt Expenses

	December 31, 2008	December 31, 2007

Net Operating Losses Carryforward Cumulative	$ 3,791,000	$ 3,679,000


Gross deferred tax assets (liabilities):
Deferred tax asset before allowance	$ 1,289,000	$ 1,251,000
Valuation allowance	(1,289,000)	(1,251,000)
Net deferred tax asset	$ -	$ -

~~The Company’s~~At ~~bad~~December ~~debt~~31, ~~expenses~~2008 ~~for~~and 2007, the ~~years~~Company ~~ended~~has ~~December~~net ~~31,~~operating ~~2007~~loss ~~and~~carryforwards ~~2006~~of ~~were~~ approximately $323,~~870~~791,000 and $0 3,679,000 respectively, which will expire in the years 2021 through 2028. The net change in the allowance account was an increase of $38,000.

~~Cash and Cash Equivalents~~F-12

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~~For~~PLANKTOS CORP. ~~purposes~~ (formerly ofDiatom ~~the statement of cash flows, the Company considers all highly liquid~~Corporation) ~~investments~~ (A ~~with~~Development ~~original~~Stage ~~maturities of three months or less to be cash equivalents.~~Company)

~~Concentrations~~NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The Company~~December ~~maintains its cash accounts in a single commercial bank. During the year~~31, ~~the Company may maintain balances in excess of the federally insured amounts in the accounts that are maintained in the United States.~~2008

~~Derivative~~NOTE ~~Instruments~~2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES - continued

~~The Financial~~Recent Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.Pronouncements

~~If certain~~In ~~conditions~~May, ~~are~~2008, ~~met~~the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 163, a“Accounting ~~derivative~~for ~~may~~Financial beGuarantee ~~specifically~~Insurance ~~designated~~Contracts—an asinterpretation of FASB Statement No. 60” (SFAS 163). This Statement requires that an insurance enterprise recognize a claim ~~hedge~~liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by ~~objective~~insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of ~~which~~the isStatement towill ~~match~~improve the ~~timing~~quality of ~~gain~~information orprovided ~~loss~~to ~~recognition~~users onof financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the ~~hedging~~insurance enterprise’s ~~derivative~~risk-management ~~with~~activities. This Statement requires that disclosures about the ~~recognition~~risk-management activities of the insurance enterprise be effective for the first period (iincluding interim periods) ~~the~~beginning ~~changes~~after inissuance ~~the~~of ~~fair~~this ~~value~~Statement. Except for those disclosures, earlier application is not permitted. The adoption of this statement will have no material effect on the ~~hedged~~Company’s ~~asset~~financial condition or results of operations. ~~liability~~In ~~that~~May, ~~are~~2008, ~~attributable~~the toFinancial ~~the~~Accounting ~~hedged~~Standards ~~risk~~Board orissued Statement of Financial Accounting Standards No. 162, “The Heirarchy of Generally Accepted Accounting Principles” (iiSFAS No. 162). This Statement identifies the ~~earnings~~sources ~~effect~~of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the ~~hedged~~United ~~forecasted~~States ~~transaction~~(the GAAP hierarchy). ~~For~~The asources ~~derivative~~of ~~not~~accounting ~~designated~~principles that are generally accepted are categorized in descending order of authority as follows: a. ~~hedging~~FASB ~~instrument~~Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB ~~gain~~b. orFASB ~~loss~~Technical isBulletins ~~recognized~~and, inif ~~income~~cleared inby the ~~period~~FASB, AICPA Industry Audit and Accounting Guides and Statements of ~~change~~Position c. AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics)

~~At December~~d. 31Implementation guides (Q&As) published by the FASB staff, ~~2007~~AICPA ~~and~~Accounting ~~2006~~Interpretations, ~~the~~AICPA ~~Company~~Industry ~~has~~Audit and Accounting Guides and Statements of Position not ~~engaged~~cleared inby ~~any~~the ~~transactions~~FASB, and practices that ~~would~~are widely recognized and prevalent either generally or in the industry. beThe adoption of this statement will have no material effect on the Company’s financial condition or results of operations.

F-913

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PLANKTOS CORP. (formerly Diatom Corporation) (A Development Stage Company)

~~(formerly~~NOTES ~~Diatom~~TO ~~Corporation)~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(A Development~~December ~~Stage~~31, ~~Company)~~2008

~~NOTES~~NOTE ~~TO AUDITED~~2 ~~CONSOLIDATED~~– ~~FINANCIAL~~SUMMARY ~~STATEMENTS~~OF SIGNIFICANT ACCOUNTING PRINCIPLES - continued

~~December~~Recent ~~31,~~Accounting ~~2007~~Pronouncements (Continued)

In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (SFAS No. 161). This statement changes the disclosure requirements for ~~considered~~ derivative instruments orand hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES - continued~~Reclassification

~~Earnings Per~~Certain ~~Share~~amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company’s accumulated deficit or net losses presented.

~~The Company~~Use ~~has adopted Statement~~ of Financial Accounting Standards No. 128, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share was the same, at the reporting dates, as there were no common stock equivalents outstanding.Estimates

~~Fair~~The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions ~~Value~~and events as of ~~Financial~~the ~~Instruments~~date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

~~The Company’s~~NOTE ~~financial~~3 ~~instruments~~– asNET ~~defined~~ASSETS byOF ~~Statement~~DISCONTINUED ~~of Financial Accounting~~OPERATIONS Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2007 and December 31, 2006.

~~Going Concern~~ The net assets of the disposed subsidiary include cash, deposit and the vessel including marine equipment.

~~As shown~~ ~~in the accompanying financial statements, the Company had a negative working capital of~~ ~~$714,775~~December ~~and an accumulated deficit of $3~~31,~~678,870 incurred through~~ December 31, ~~2007. The~~ ~~Company is currently evaluating its “iron-fertilization” program and is~~ currently seeking out a new business opportunity that might, if successful, mitigate those factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 2008 2007

~~The Company~~Research ~~plans~~Vessel on“Weatherbird ~~continuing~~II” $ - $ ~~to reduce expenses~~800, ~~and in the event that a new revenue~~000 ~~producing~~Marine ~~business is acquired~~Equipment - 23,306 - 823,306 Accumulated ~~believes that it will eventually be able to reverse the~~Depreciation - 35,745 ~~present~~Net ~~deficit.~~Vessel ~~Management~~& ~~plans include negotiations to convert significant portions of~~Equipment $ ~~existing~~- $ ~~debt into equity.~~787,561

An estimated $100,000 is believed necessary to continue operations until such time as a new business opportunity is acquired. In the event that we acquire a new business opportunity, the timing and amount of capital requirements will depend on a number of factors, including the demand for products or services, the availability of opportunities for expansion through affiliations and other business relationships. Management intends to seek additional capital from new equity securities offerings that will provide the funds needed to increase liquidity, fund internal growth and fully implement its business plan.F-14

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PLANKTOS CORP. ~~Principles~~ (formerly ofDiatom ~~Consolidation~~Corporation) (A Development Stage Company)

~~The consolidated~~NOTES ~~financial~~TO ~~statements~~AUDITED ~~include~~CONSOLIDATED ~~the~~FINANCIAL ~~accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated.~~STATEMENTS

~~F-10~~December 31, 2008

~~PLANKTOS~~NOTE 3 – NET ASSETS OF DISCONTINUED OPERATIONS - ~~CORP.~~continued

Depreciation is calculated, based on cost, less estimated residual value, using the straight-line method, over the remaining economic life of each asset. The costs of significant replacements, renewals and betterments. Depreciation expense for the years ended December 31, 2008 and ~~(formerly~~2007 ~~Diatom~~was ~~Corporation)~~$0 and $35,745 respectively.

~~(A Development~~NOTE ~~Stage~~4 ~~Company)~~– CAPITAL STOCK

~~NOTES~~Common ~~TO AUDITED~~Stock ~~CONSOLIDATED FINANCIAL STATEMENTS~~

In January 2007 the Company completed a private placement for 4,327,500 units at $0.27 per unit for cash proceeds of $1,154,000. Each unit consists of one common share and one share purchase warrant exercisable into one common share at $0.27 for a period of two years. ~~December~~In February 2007 the Company completed a private placement for 1,257,500 units at $0.40 per unit for cash proceeds of $502,000. Each unit consists of one common share and one share purchase warrant exercisable into one common share at $0.50 for a period of two years. On March 8, 2007, the Company effected a 1:1.5 forward split of its common stock. All references in the financial statements to shares, share prices, per share amounts and stock plans have been adjusted retroactively for the 1:1.5 forward stock split. On March 13, 2007, the Company issued 50,000 common shares for services valued at $43,000. On May 31, 2007 the Company increased the number of shares authorized for issuance to 250,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Holders of more than 50% of our common stock could elect all of the directors of the Company. On June 26, 2007, the Company issued 600,000 common shares on the exercise of 600,000 purchase warrants at $0.1667 share for cash proceeds of $100,000.

~~NOTE 2~~In –August ~~SUMMARY~~2007, OFthe ~~SIGNIFICANT~~Company ~~ACCOUNTING~~cancelled ~~PRINCIPLES~~45,000,000 -shares ~~continued~~of common stock and issued 45,000,000 shares of common stock in exchange for all of the outstanding stock of Planktos, Inc.

~~Provision~~During the six months period ended December 31, 2007, the Company issued a total of 1,078,000 common shares at $1.00 per share for ~~Taxes~~the cash proceeds of $1,078,000.

~~Income taxes~~There ~~are~~were ~~provided~~no ~~based~~equity, ~~upon~~stock ~~the~~option ~~liability~~or ~~method~~stock ofwarrant ~~accounting~~transactions ~~pursuant to Statement of Financial Accounting Standards No. 109 “Accounting~~ for ~~Income Taxes.” Under this approach, deferred income taxes are recorded to reflect~~ the ~~tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each~~ year~~-end.~~ Aended ~~valuation~~December ~~allowance~~31, ~~is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No~~2008. ~~109 to allow recognition of such an asset.~~

~~Recent~~During ~~Accounting~~the ~~Pronouncements~~six months period ended December 31, 2007, the Company issued a total of 1,078,000 common shares at $1.00 per share for the cash proceeds of $1,078,000.

~~In December~~There ~~2007,~~were ~~the~~no ~~FASB issued SFAS 160~~equity, ~~“Noncontrolling~~stock ~~interests~~option inor ~~Consolidated Financial~~stock ~~Statements~~warrant –transactions ~~an amendment of ARB No. 51”. This Statement amends ARB 51 to establish accounting and reporting standards~~ for the ~~noncontrolling~~year ~~interest~~ended in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years beginning on or after December 1531, 2008. ~~Early adoption is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.~~

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November F-15, 2007 with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess the impact on the Company’s results of operations and financial condition if an election is made to adopt the standard.

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~~In January~~PLANKTOS ~~2007, we adopted FIN 48~~CORP. ~~FIN 48 clarifies the accounting for uncertain~~ ~~taxes~~ (formerly ~~recognized~~Diatom ~~in an enterprise's financial statements in accordance with SFAS~~Corporation) ~~No. 109,~~ (A ~~"Accounting~~Development ~~for~~Stage Income Taxes." FIN 48 prescribes a recognition threshold and measurement of a tax position taken or expected to be taken in an enterprise's tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure related to uncertain income tax positions.Company)

~~F-11~~NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~PLANKTOS CORP.~~December 31, 2008

~~(formerly~~NOTE ~~Diatom~~4 ~~Corporation)~~– CAPITAL STOCK - continued

~~(A Development Stage Company)~~Warrants

~~NOTES~~A ~~TO AUDITED~~summary ~~CONSOLIDATED~~of ~~FINANCIAL~~the ~~STATEMENTS~~Company’s warrants at December 31, 2008 and December 31, 2007 and the changes for 2008 are as follows:

December 31, 2007

		Weighted	Weighted
		Average	Average
	Warrants	Exercise	Remaining
	Outstanding	Price	Life

Balance, December 31, 2006	600,000	$ 0.16	-
Issued	5,525,000	0.32	1.05 years
Exercised/Cancelled / Expired	(600,000)	0.16	-

Balance, December 31, 2007	5,525,000	$ 0.32	1.05 years
Issued	-	-	-
Exercised / Cancelled / Expired	-	-	-

Balance December 31, 2008	5,525,000	$ 0.32	0.04 years

NOTE 5 – RELATED PARTY TRANSACTIONS ~~Reclassification~~

~~Certain~~During the year ended December 31, 2007, the Company recognized a bad debt expense of $32,876 in connection with amounts loaned to D2Fusion, Inc., a wholly owned subsidiary of Solar Energy Limited, our majority shareholder. ~~amounts~~During ~~from~~the ~~prior~~year ~~periods~~ended ~~have~~December ~~been~~31, ~~reclassified~~2007, tothe ~~conform~~Company issued 50,000 common shares to ~~the~~a ~~current~~director ~~period~~for services rendered valued at $43,000. ~~presentation~~During the year ended December 31, 2007, the Company received $100,000 in loans from a related party. ~~This~~Additionally, ~~reclassification~~the ~~has~~Company ~~resulted~~paid back $162,000 in noprevious ~~changes~~loans toduring the year ended December 31, 2007. As of December 31, 2007 the Company’s owes the related party $97,511. ~~accumulated~~During ~~deficit~~the oryear ~~net~~ended ~~losses~~December ~~presented~~31, 2007, the Company received $450,000 in loans from related parties and has recorded accrued interest payable of $32,614 related to these loans. During the year ended December 31, 2006, the Company received loan advances of $74,970 from a related party. These loans bear no interest and are unsecured. During December 2006, this related party purchased the debt of $99,541 from a former related party, as described above. The Company plans on repaying these loans from future equity financings.

~~NOTE~~During 2008 payments of $134,000 were paid to a former director for consulting services and $23,000 for repayment of short term loans. 2During –2008 ~~SUMMARY~~$300,000 OFwas ~~SIGNIFICANT~~paid ~~ACCOUNTING~~to ~~PRINCIPLES~~Solar -Energy ~~continued~~as repayment of loans payable – related party.

~~Stock Options and Warrants Granted to Employees and Nonemployees~~F-16

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~~On January~~PLANKTOS ~~1, 2006, the Company adopted SFAS No~~CORP. ~~123 (revised 2004) (SFAS No. 123R),~~ ~~“Share-Based Payment,” which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for~~ (~~a) equity~~formerly ~~instruments~~Diatom ~~of the enterprise or (b~~Corporation) ~~liabilities that are based on the~~ ~~fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission~~ (~~SEC)~~A ~~issued~~Development ~~Staff~~Stage Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and instead requires that such transactions be accounted for using a fair-value-based method. The Company ~~uses the Black-Scholes-Merton (“BSM”~~) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, “Accounting for Stock-Based Compensation.” The Company has elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006.

~~Stock-based~~NOTES ~~compensation~~TO ~~expense~~AUDITED ~~for~~CONSOLIDATED ~~awards~~FINANCIAL ~~granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro-forma provisions of SFAS No. 123.~~STATEMENTS

~~Use of~~December ~~Estimates~~31, 2008

~~The process~~NOTE of6 ~~preparing~~– ~~financial~~DISCONTINUED ~~statements in conformity with accounting principles~~OPERATIONS generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

In December 2007, the Company’s majority owned subsidiary, Planktos Inc., suspended its Iron-Fertilization Prove-Out operations and initiated negotiations for the sale of the related assets (See Note 1). Accordingly, this business component has been presented as discontinued operations within the ~~Vessels~~consolidated financial statements in accordance with SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets” and EITF 03-13. As discussed in Note 1, Planktos Corp was engaged in research related to creation and sales of “Kyoto Protocol” certified emission reduction credits.

~~Vessels~~The ~~and other~~loss ~~fixed~~on ~~assets,~~discontinued ~~net~~operations ~~are~~for ~~stated~~the atyear ~~cost~~ended ~~less~~December ~~accumulated~~31, ~~depreciation.~~2007 ~~Vessels~~includes ~~and~~Planktos, ~~other fixed~~Inc.’s ~~assets~~loss ~~are~~from ~~depreciated~~operations ~~when~~of ~~the asset is ready for its intended use~~$2,575,491.

~~Depreciation~~The isloss ~~calculated, based~~ on ~~cost,~~discontinued ~~less~~operations ~~estimated~~for ~~residual~~the ~~value, using~~year ~~the~~ended ~~straight-line~~December ~~method~~31, ~~over~~2008 ~~the~~includes ~~remaining~~Planktos, ~~economic~~Inc.’ ~~life~~loss from operations of ~~each~~$350,637 ~~asset.~~plus ~~The~~the ~~costs~~ recognition of ~~significant~~a ~~replacements~~$212,439 ~~renewals~~gain ~~and~~from ~~betterments~~the sale of the Weatherbird II.

F-1217

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~~PLANKTOS CORP~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~(formerly Diatom Corporation)~~None.

ITEM 9A. CONTROLS AND PROCEDURES (~~A Development~~ITEM ~~Stage~~9A ~~Company~~(T))

~~NOTES~~Evaluation ~~TO AUDITED~~of ~~CONSOLIDATED~~Disclosure ~~FINANCIAL~~Controls ~~STATEMENTS~~and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, ~~2007~~2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

~~are capitalized~~Management’s ~~and~~Report ~~depreciated~~on ~~over~~Internal ~~the~~Control ~~shorter~~over ofFinancial ~~the assets remaining estimated useful life or the estimated life of the renewal or betterment. Expenditures for routine maintenance and repairs are expensed as incurred.~~Reporting

~~Following~~Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the ~~are~~chief ~~the~~financial ~~estimated~~officer, ~~useful~~designed ~~lives~~to provide reasonable assurance regarding the reliability of ~~vessels~~financial reporting and ~~other~~the ~~fixed~~preparation ~~assets~~of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

i.· ~~Vessels~~Pertain -to onthe amaintenance ~~straight~~of ~~line~~records ~~basis~~that ~~from~~in ~~date~~reasonable ofdetail ~~acquisition~~accurately ~~over~~and afairly ~~period~~reflect the transactions and dispositions of 25the ~~years.~~Company’s assets;

~~ii.~~· ~~Marine~~Provide ~~equipment~~reasonable onassurance athat ~~straight~~transactions ~~line~~are ~~basis~~recorded ~~from~~as ~~date~~necessary to permit preparation of ~~acquisition~~the ~~over~~financial astatements ~~period~~in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of ~~five~~management ~~years.~~and the board of directors; and

~~NOTE 3~~· –Provide ~~ACQUISITION~~reasonable OFassurance ~~PLANKTOS~~regarding prevention or timely detection of unauthorized acquisition, ~~INC~~use, or disposition of the Company’s assets that could have a material effect on the financial statements.

~~Effective~~Because ~~January 12, 2007, the Company entered into an a Securities and Exchange Agreement and Plan~~ of ~~Exchange~~its toinherent ~~acquire 100% of the issued and outstanding shares of Planktos from Solar in exchange for 45~~limitations,~~000,000~~ ~~restricted~~internal ~~shares~~control ofover ~~the Company’s~~financial ~~common~~reporting ~~stock,~~may ~~the~~not ~~cancellation~~prevent ~~of 45,000,000 outstanding restricted shares held by certain shareholders of the Company and a commitment to provide Planktos with no less than $1,000,000 on~~ or ~~before~~detect ~~closing~~misstatements. ~~Effective~~ ~~August 9~~Also, ~~2007,~~projections ~~the acquisition~~ of ~~Planktos~~any ~~was~~evaluation ~~completed. As a result~~ of ~~the~~effectiveness ~~completion~~to offuture ~~this~~periods ~~acquisition~~are ~~and~~subject ~~the~~to ~~other related transactions,~~ the ~~former~~risk ~~shareholder~~that ofcontrols ~~Planktos~~may ~~owned~~become ~~approximately~~inadequate ~~54%~~because of ~~the outstanding~~changes ~~shares~~in ofconditions ~~common~~or ~~stock~~that of the ~~Company~~degree ~~representing~~of ~~45,000,000~~compliance ofwith the ~~then~~ ~~83,673,873~~policies ~~total~~or ~~issued~~procedures ~~and~~may ~~outstanding shares of common stock of the Company~~deteriorate.

Accordingly, the acquisition has been accounted for as a recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of Planktos. Under reverse acquisition accounting Planktos (the legal subsidiary) has been treated as the accounting parent (acquirer) and the Company (the legal parent) has been treated as the accounting subsidiary (acquiree). The value assigned to the common stock of the consolidated Company on acquisition of Planktos is equal to the book value of the common stock of Planktos plus the book value of the net assets of the Company as at the date of the acquisition as adjusted for certain concurrent transactions.19

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AsThe at Company’s management conducted an assessment of the ~~date~~effectiveness of the ~~acquisition~~Company’s internal control over financial reporting as of December 31, 2008 based on criteria established in Internal Control – Integrated Framework issued by the ~~book~~Committee ~~value~~of Sponsoring Organizations of the ~~net~~Treadway ~~assets~~Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s ~~made~~annual upor asinterim financial statements will not be prevented or detected on a timely basis. ~~follows:~~

Cash	$	67,121
Advances receivable		5,821
Accounts payable		(245)
Due to related party		(174,511)
Preliminary net assets (liabilities)		(101,811)
Concurrent share issuance on settlement of debt (see above)		940,000
Adjusted Company net assets	$	838,189

The material weaknesses as identified by management are disclosed below.

Lack of Appropriate Independent Oversight. The board of directors has not provided an appropriate level of oversight of the Company’s consolidated financial reporting and procedures for internal control over financial reporting since there are, at present, no independent directors ~~consolidated~~who ~~capital~~could ~~stock~~provide an appropriate level of oversight, including challenging management’s accounting for and reporting of transactions. Our lack of appropriate independent oversight has been a material weakness since the ~~Company~~resignation ~~immediately~~of ~~following~~two of our directors in the ~~acquisition~~current isannual period. While this control deficiency did not result in any audit adjustments to our 2008 or 2007 interim or annual financial statements, it could have resulted in material misstatement that might have been prevented or detected by independent oversight. Accordingly we have determined asthat ~~follows:~~this control deficiency constitutes a material weakness.

~~Planktos~~Failure -to ~~book~~Segregate ~~value~~Duties. Management has not maintained any segregation of ~~capital~~duties ~~stock~~within $the ~~(700~~Company due to its reliance on a single individual to fill the role of chief executive officer,~~000)~~ chief financial officer and principal accounting officer. Our failure to segregate duties has been a material weakness since inception through the annual period of this report. While this control deficiency did not result in any audit adjustments to our 2008 or 2007 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness.

Sufficiency of Accounting Resources. The Company has limited accounting personnel to prepare its financial statements, ~~F-13~~including the consolidation of the Company and its subsidiaries. The insufficiency of our accounting resources has been a material weakness since inception through the annual period of this report. While this control deficiency did not result in any audit adjustments to our 2008 or 2007 interim or annual financial statements, it did result in certain errors in the consolidation of the Company and its subsidiaries that were not detected by the Company’s internal control over financial reporting.

~~PLANKTOS~~As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2008, that the Company’s internal control over financial reporting was not effective based on the criteria in ~~CORP~~Internal Control – Integrated Framework issued by the COSO. The Company intends, as capital resources allow, to remedy its material weaknesses by:

· Forming an audit committee made up of independent directors that will oversee management (~~formerly~~we ~~Diatom~~have ~~Corporation~~begun this process by seeking out individuals who might act as independent directors).

· Engaging an individual to serve as chief financial officer and principal accounting officer to segregate the duties of chief executive officer and chief financial officer (~~A Development~~our ~~Stage~~chief ~~Company~~executive officer is in the process of seeking out an individual willing to serve as chief financial officer and principal accounting officer) . 20 Return to Table of Contents

~~NOTES~~Despite TOthe Company’s intention to remedy its material weaknesses in the manner described, the actions required to accomplish these objectives will require the Company to engage additional personnel which ~~AUDITED~~actions ~~CONSOLIDATED~~may ~~FINANCIAL~~not ~~STATEMENTS~~be possible in the near term due to our limited financial resources and operations.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting ~~December~~pursuant ~~31,~~to ~~2007~~the rules of the Commission that permit us to provide only management’s report in this annual report.

Company – adjusted book value of net assets		838,189
Consolidated capital stock accounts post reverse acquisition	$	138,119
Allocated as follows:
Common Stock – 77,438,838 common shares, $0.001 par value	$	77,439
Additional paid in capital		801,951
Deficit-post recapitalization		(741,271)
	$	138,119

Changes in Internal Controls over Financial Reporting

~~NOTE 4~~During -the ~~VESSEL~~period ~~AND~~ended ~~OTHER~~December ~~FIXED~~31, ~~ASSETS~~2008, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

~~Vessel and~~9B. OTHER ~~other fixed assets consist of the following at December 31, 2007 and 2006:~~INFORMATION

	December 31, 2007	December 31, 2006
Research Vessel “Weatherbird II”	$ 800,000	$ -
Marine Equipment	23,306	-
	823,306	-
Accumulated Depreciation	(35,745)	-
Net Vessel & Equipment	$ 787,561	$ -

None.

~~NOTE~~PART ~~5 – INCOME TAXES~~III

~~The Company~~ITEM ~~accounts for income taxes and the related accounts under the liability method~~10. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if DIRECTORS, ~~based~~EXECUTIVE ~~on available evidence~~OFFICERS, itAND ~~is more likely than not that some or all of the deferred tax assets will not~~CORPORATE ~~be realized.~~GOVERNANCE

AtOfficers ~~December 31, 2007~~ and 2006 the Company had gross deferred tax assets calculated at the expected rate of 34% of approximately $1,251,000 and $252,000, respectively, principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance of $1,251,000 and $252,000 has been established at December 31, 2007 and 2006, respectively.Directors

The following table sets forth the name, age and position of each director and executive officer of the Company: ~~F-14~~

PLANKTOS CORP.

*Name*	*Age*	Year Elected/Appointed	*Positions Held*
Michael James Gobuty	70	2008	CEO, CFO, PAO and Director

~~(formerly~~Michael ~~Diatom~~James ~~Corporation)~~Gobuty was appointed as a director on September 12, 2008 and as chief executive officer, chief financial officer and principal accounting officer on December 15, 2008.

(AMr. Gobuty earned a Bachelor of Arts degree from the University of Winnipeg. He was involved for many years as a consultant to the international garment industry based on years of experience in leather outerwear and ~~Development~~sportswear. ~~Stage~~Mr. ~~Company)~~Gobuty has been active in hockey serving as team president and owner. He has also been involved in financing and developing real estate properties.

~~NOTES~~Mr. ~~TO AUDITED~~Gobuty ~~CONSOLIDATED~~is ~~FINANCIAL~~not ~~STATEMENTS~~a director of any reporting corporations other than the Company.

Term of Office ~~December~~Our ~~31,~~directors ~~2007~~are appointed for a one (1) year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our executive officers are appointed by our board of directors and hold office until removed by the board.

~~The significant components of the Company’s net deferred tax asset (liabilities) at December 31, 2007 and 2006 are as follows:~~21

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~~2007~~Family ~~2006~~Relationships

~~Net~~There ~~operating~~are ~~loss~~no ~~carryforwards~~family ~~$3,678,870~~relationships ~~$741,000~~between or among the directors or executive officers.

~~Gross~~Involvement in Certain Legal Proceedings ~~deferred~~To ~~tax~~the ~~assets~~best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (~~liabilities~~1): 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; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (3) 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 his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

~~Deferred~~Compliance ~~Tax~~with ~~Asset~~Section ~~$1,251,000~~16(A) ~~$252,000~~of the Exchange Act

~~Valuation~~Based ~~Allowance~~solely (1upon a review of Forms 3,~~251~~ 4 and 5 furnished to the Company,~~000)~~ ~~(252~~we are aware of the following persons who,~~000~~ during the period ended December 31, 2008 failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.

~~At December~~· ~~31,~~Robert ~~2007~~Fisher ~~and~~failed ~~2006,~~to ~~the~~timely ~~Company~~file ~~has~~a ~~net~~Form ~~operating loss carryforwards of approximately $~~3~~,679,000~~ ~~and~~or ~~$741,000~~Form ~~respectively,~~5 ~~which~~despite ~~will~~being ~~expire~~a inn ~~the~~officer ~~years~~and ~~2020 through 2021~~director. ~~The net change in the allowance account was an increase of $999,000.~~

~~NOTE 6~~· –Joel ~~RELATED~~Dumaresq ~~PARTY~~failed ~~TRANSACTIONS~~to timely file a Form 3 or 5 despite being a director.

~~During the~~· ~~year~~Michael ~~ended~~James ~~December 31~~Gobuty, ~~2007,~~our ~~the~~director ~~Company~~and ~~recognized~~executive ~~a bad debt expense of $32~~officer,~~876~~ ~~in connection~~failed ~~with amounts loaned~~ to ~~D2Fusion,~~file ~~Inc.,~~on aForm ~~wholly~~3 ~~owned~~or ~~subsidiary of Solar Energy Limited, our majority shareholder.~~5

~~During the~~Code ~~year~~of ~~ended December 31, 2007, the Company issued 50,000 common shares to a director for services rendered valued at $43,000.~~Ethics

~~During the~~The ~~year~~Company ~~ended~~has ~~December~~adopted ~~31,~~a ~~2007,~~Code of Ethics within the ~~Company~~meaning ~~received~~of ~~$100,000~~Item in406(b) ~~loans~~of ~~from~~Regulation aS-B ~~related party~~of the Securities Exchange Act of 1934. ~~Additionally~~The Code of Ethics applies to directors and senior officers, such as the ~~Company~~principal ~~paid~~executive ~~back~~officer, ~~$162~~principal financial officer,~~000~~ incontroller, ~~previous~~and ~~loans~~persons ~~during~~performing ~~the~~similar ~~year~~functions. ~~ended~~The Company has incorporated a copy of its Code ~~December~~of ~~31,~~Ethics ~~2007~~as Exhibit 14 to this form 10-K. AsFurther, our Code of ~~December~~Ethics 31is available in print, ~~2007~~at ~~the~~no ~~Company~~charge, ~~owes~~to ~~the~~any ~~related~~security ~~party $97,511~~holder who requests such information by contacting us.

~~During the~~Board ~~year ended December 31, 2007, the Company received $450,000 in loans from related parties and has recorded accrued interest payable~~ of ~~$32,614~~Directors ~~related to these loans.~~Committees

~~During the~~The ~~year~~board ~~ended~~of ~~December~~directors 31has not established an audit committee. An audit committee typically reviews, ~~2006~~acts on and reports to the board of directors with respect to various auditing and accounting matters, including the ~~Company~~recommendations ~~received~~and ~~loan~~performance ~~advances~~of independent auditors, the scope of ~~$74~~the annual audits,~~970~~ ~~from~~fees ato be paid to the ~~related~~independent ~~party.~~auditors, ~~These~~and ~~loans~~internal ~~bear~~accounting noand ~~interest~~financial ~~and~~control ~~are~~policies ~~unsecured~~and procedures. ~~During~~Certain ~~December~~stock ~~2006,~~exchanges ~~this related~~currently ~~party~~require ~~purchased~~companies to adopt a formal written charter that establishes an audit committee that specifies the ~~debt~~scope of ~~$99,541~~an ~~from~~audit acommittee’s ~~former~~responsibilities ~~related~~and ~~party,~~the asmeans ~~described above~~by which it carries out those responsibilities. ~~The~~In ~~Company~~order ~~plans~~to be listed on ~~repaying~~any of these ~~loans~~exchanges, ~~from~~the ~~future~~Company ~~equity~~will ~~financings~~be required to establish an audit committee.

~~NOTE 7~~The –Company’s ~~CAPITAL~~board ~~STOCK~~of directors has not established a compensation committee.

~~Common Stock~~ 22

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~~In January~~Director 2007 the Company completed a private placement for 4,327,500 units at $0.27 per unit for cash proceeds of $1,154,000. Each unit consists of one common share and one share purchase warrant exercisable into one common share at $0.27 for a period of two years.Compensation

InDirectors ~~February 2007~~currently ~~the~~are ~~Company~~not ~~completed~~reimbursed ~~a private placement~~ for ~~1,257,500 units at $0.40 per unit for cash proceeds~~ out-of-pocket ~~$502,000.~~costs ~~Each~~incurred ~~unit~~in ~~consists~~attending ofmeetings ~~one~~nor ~~common~~are ~~share~~they ~~and~~compensated ~~one~~for ~~share~~their ~~purchase warrant~~service ~~exercisable~~as ~~into~~directors. ~~one~~The ~~common~~Company ~~share~~may atcompensate ~~$0.50~~directors ~~for~~in athe ~~period of two years~~future.

~~F-15~~ITEM 11. EXECUTIVE COMPENSATION

~~PLANKTOS CORP.~~Compensation Discussion and Analysis

Since the Company has limited operations, no compensation was paid as of the annual period ended December 31, 2008, to retain the services of our current executive officer. However, in the event that the Company expands it operations, the ~~(formerly~~amount ~~Diatom~~we ~~Corporation)~~deem appropriate to compensate our executive officer may change in accordance with market forces though we have no specific formula to determine future compensation at this time. Executive compensation may include salaries, options and other compensatory elements for our executive officer and any future executive employees. Decisions as to executive compensation would be based on the type of operations, the scale of those operations and available capital resources.

(AThe Company did pay executive compensation for the annual period ended December 31, 2007 to two of its former chief executive officers, Mr. Robert Fisher and Mr. Russ George. Mr. Fisher was paid $10,000 and 50,000 shares of the Company’s common stock for ~~Development~~services ~~Stage~~rendered. ~~Company)~~Mr. Russ George was paid $15,000 a month pursuant to a consulting agreement.

~~NOTES~~The ~~TO AUDITED~~Company ~~CONSOLIDATED~~did ~~FINANCIAL~~not ~~STATEMENTS~~pay executive compensation for the annual period ended December 31, 2006.

The increase in executive compensation paid in the year ended December 31, 2007 can be attributed to the contribution brought to the Company by Mr. George in his role as the chief proponent of the carbon sequestration process and business model. He was relieved of his duties in March of 2008.

OnEven ~~March 8,~~though ~~2007,~~ the Company ~~effected~~has alimited ~~1:1.5~~resources ~~forward~~at ~~split~~this oftime ~~its~~for ~~common~~executive ~~stock.~~compensation ~~All~~it ~~references~~anticipates ~~in the~~that ~~financial~~executive ~~statements~~compensation towill ~~shares,~~be ~~share~~paid ~~prices,~~in ~~per~~future ~~share amounts and stock plans have been adjusted retroactively for the 1:1~~periods.~~5 forward stock split.~~

~~On March 13, 2007, the Company issued 50,000 common shares for services valued at $43,000.~~Tables

OnThe ~~May 31,~~following ~~2007~~table ~~the~~provides ~~Company~~summary ~~increased~~information ~~the number of shares authorized~~ for ~~issuance~~the toyears ~~250~~2008,~~000~~ 2007,~~000 shares~~ ofand ~~common~~2006 ~~stock.~~concerning ~~All~~cash ~~shares~~and ~~have~~non-cash ~~equal~~compensation ~~voting~~paid ~~rights,~~or ~~are~~accrued ~~non-assessable~~by ~~and~~the ~~have one~~Company ~~vote~~to ~~per~~or ~~share.~~on ~~Holders~~behalf of ~~more~~(i) ~~than~~the ~~50%~~chief ofexecutive ~~our~~officer and ~~common~~(ii) ~~stock~~any ~~could~~other ~~elect~~employee ~~all~~to ofreceive ~~the directors~~compensation ofin ~~the~~excess ~~Company~~of $100,000.

~~On June 26, 2007, the Company issued 600,000 common shares on the exercise of 600,000 purchase warrants at $0.1667 share for cash proceeds of $100,000.~~23

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In August 2007, the Company cancelled 45,000,000 shares of common stock and issued 45,000,000 shares of common stock in exchange for all of the outstanding stock of Planktos, Inc.

*Summary Compensation Table*
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Michael James Gobuty¹ CEO, CFO, and PAO	2008 2007 2006	- - -	- - -	- - -	- - -	- - -	- - -	- - -	- - -
Enrique J. Lõpez de Mesa² CEO, CFO, and PAO	2008 2007 2006	- - -	- - -	- - -	- - -	- - -	- - -	- - -	- - -
Joel Dumaresq³ CEO, CFO, and PAO	2008 2007 2006	- - -	- - -	- - -	- - -	- - -	- - -	- - -	- - -
Robert Fisher⁴ CEO, CFO, and PAO	2008 2007 2006	- 10,000 -	- - -	- 46,000 -	- - -	- - -	- - -	- - -	- 56,000 -
Russ George⁵ CEO, CFO, and PAO	2008 2007 2006	- 180,000 -	- - -	- - -	- - -	- - -	- - -	- - -	- 180,000 -

~~NOTE~~1 Chief executive officer, chief financial officer and principal accounting officer from 7December –15, ~~CAPITAL~~2008 ~~STOCK~~until ~~- continued~~present.

~~During~~2 Chief ~~the six~~executive ~~months period ended December 31~~officer, ~~2007,~~chief ~~the~~financial ~~Company~~officer ~~issued~~and aprincipal ~~total~~accounting ofofficer ~~1,078,000 common~~from ~~shares~~September at10, ~~$1.00~~2008 ~~per~~until ~~share~~December ~~for the cash proceeds of $1~~15,~~078,000~~ 2008.

3 Chief executive officer, chief financial officer and principal accounting officer from July 22, ~~Warrants~~2008 until September 10, 2008.

A4 Chief ~~summary of~~executive ~~the~~officer, ~~Company’s~~chief ~~warrants~~financial atofficer ~~December~~and ~~31,~~principal ~~2007~~accounting ~~and~~officer from December 3115, 2006 ~~and~~until ~~the~~March ~~changes~~13, 2007 ~~for~~and March 3, 2008 to July 22, 2008. Mr. Fisher was issued 50,000 shares of the Company’s common stock on March 13, 2007 ~~are~~for asservices ~~follows:~~rendered.

		Weighted	Weighted
		Average	Average
	Warrants	Exercise	Remaining
	Outstanding	Price	Life
Balance, December 31, 2006	600,000	$ 0.16	-
Issued	5,585,000	0.32	1.05
Exercised / Cancelled / Expired	(600,000)	0.16	-
Balance December 31, 2007	5,525,000	$ 0.32	1.05 years

⁵ Chief executive officer, chief financial officer and principal accounting officer from March 13, 2007 to March 3, 2008.

~~NOTE~~We have no “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock 8Vested,” –“Pension ~~DISCONTINUED~~Benefits,” ~~OPERATIONS~~“Nonqualified Deferred Compensation,” or “Post Employment Payments” to report.

~~In December~~ITEM ~~2007, the Company suspended its Iron-Fertilization Prove-Out operations and initiated negotiations for the sale of the related assets (See Notes 1 and 9)~~12. ~~Accordingly,~~ SECURITY ~~this~~OWNERSHIP ~~business~~OF ~~component~~CERTAIN ~~has~~BENEFICIAL ~~been~~OWNERS ~~presented~~AND asMANAGEMENT ~~discontinued~~AND ~~operations~~RELATED ~~within the~~STOCKHOLDER consolidated financial statements in accordance with SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets” and EITF 03-13. As discussed in Note 1, the Company was engaged in research related to creation and sales of “Kyoto Protocol” certified emission reduction credits.MATTERS

The following table sets forth certain information concerning the ownership of the Company’s 84,751,838 shares of common stock issued and outstanding as of April 14, 2009 ~~F-16~~with respect to: (i) all directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group.

~~PLANKTOS CORP.~~24

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(formerly Diatom Corporation)

*Names and Addresses of Managers and Beneficial Owners*	*Title of Class*	*Number of Shares*	Percent of Class
Michael Gobuty 73200 El Paseo, Ste #2H Palm Desert, CA 92260	Common	0	0
Maidon Services Limited GIPS-BLOK SP.Z.O.O Smiata 4 – 18 lok 98 01-523 Warsaw, Poland	Common	45,000,000	53.1
Officer and Directors as a Group (1)	Common	0	0

~~(A Development~~ITEM ~~Stage~~13. CERTAIN ~~Company)~~RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDPENDENCE

~~NOTES~~None TOof our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, ~~AUDITED~~parents, ~~CONSOLIDATED~~children, ~~FINANCIAL~~siblings, ~~STATEMENTS~~and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction in the period covered by this report or in any presently proposed transaction which, in either case, has or will materially affect us, except as follows:

On November 12, 2008 Maidon Services Limited purchased 45,00,000 shares or 53.1% of the Company’s common stock from ~~December~~Solar 31pursuant to the terms and conditions of an agreement dated August 28, ~~2007~~2008 for cash consideration of $200,000 of which $125,000 was delivered on the closing date. The remainder of the purchase price is due within fourteen months and can be converted at Solar’s option into shares of the Company at $0.25 per share.

~~Since the~~Director ~~Company commenced operations during January of 2007 there is no restatement of the 2006~~Independence Statement of Operations for comparability purposes due to the discontinuation of operations. However, the 2006 Statement of Operations would have included the captions "Vessel Operating Expenses" and "Research and Development" had operations not been discontinued.

The ~~loss from~~Company ~~disposal~~is ofquoted ~~discontinued~~on ~~operations~~the ~~for~~Pink Sheets LLC over-the-counter ~~year~~securities ~~ended~~market, ~~December~~which 31does not have director independence requirements. However, ~~2007~~for ~~was~~purposes of determining director $2independence,~~575~~ we have applied the definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states that a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly,~~491~~ none of our directors can be considered independent.

~~Had discontinued~~ITEM ~~operations~~14. ~~not~~PRINCIPAL ~~been~~ACCOUNTANT ~~presented,~~FEES ~~Statement~~AND of Operation expense captions for 2007 of “Vessel Operating Expenses” would have been $2,350,491 and “Research and Development” would have been $225,000, for 2006 “Research and Development” would have been $42,660.SERVICES

~~NOTE~~Audit ~~9 – SUBSEQUENT EVENTS~~Fees

~~The Company~~Williams ~~has~~& ~~terminated~~Webster, ~~all~~P.S., ~~employees~~provided ~~and~~audit isservices in ~~the~~connection ~~process~~with ofits ~~closing~~annual ~~its~~report ~~Foster~~for ~~City~~the fiscal years ended December 31, ~~California~~ ~~office~~2008 and 2007. The ~~Company’s~~aggregate ~~principal~~fees ~~place~~billed ofby ~~business~~Williams ~~has~~& ~~moved~~Webster tofor ~~145-925 West~~audits ~~Georgia~~of ~~Street,~~our ~~Vancouver,~~financial ~~British~~statements ~~Columbia~~were $50,482 ~~Canada~~and ~~V6C 3L2~~$25,182 ~~and~~in ~~its~~2008 ~~telephone~~and ~~number is~~2007, ~~(604) 669-4771~~respectively.

~~On January~~Audit ~~21,~~Related ~~2008,~~Fees the Company entered into a letter of intent with the St Petersburg Environmental Research Center (“SPERC”) to sell its research vessel the Weatherbird II according to certain terms and conditions in exchange for a purchase price of $1,000,000 of which $100,000 was paid on acceptance of the letter of intent. Further to mutual agreement, the terms of the letter of intent were subsequently assigned to Sperc Explorer, Inc. The balance of the purchase price was paid to the Company on February 29, 2008 at which time title to the Weatherbird II passed to Sperc Explorer, Inc.

~~On February~~Williams 21& Webster, ~~2008~~P.S., ~~Planktos~~billed ~~executed an Agreement~~ to ~~sell~~the ~~its~~Company ~~sixty~~no ~~percent~~fees ~~(60%) interest~~ in ~~Klimafa~~2008 toor ~~Dr.~~2007 ~~David Gazdag in exchange~~ for ~~two~~professional ~~hundred~~services ~~and~~that ~~fifty~~are ~~thousand~~reasonably ~~dollars ($250,000)~~related into the ~~form~~audit of ~~a convertible debenture with a repayment term being~~ the ~~earlier of ten years or Klimafa~~Company’s ~~generation~~financial ofstatements ~~cash~~that ~~flow,~~are ~~bearing~~not ~~four~~disclosed ~~percent~~in ~~(4%)~~“Audit ~~per annum,~~Fees” ~~convertible into sequestered tones of carbon dioxide credits~~above.

On February 22, 2008 the Company and Planktos entered into a Settlement and Release Agreement with Russ George, Solar, and Nelson Skalbania for the purposes of separating the services and know-how of Russ George, from each of the Company and Planktos. The agreement provided that Russ George resign his positions as the Company’s chief executive officer, chief financial officer and principal accounting officer, resign from the Company’s board of directors and return to Solar for cancellation 3,500,000 shares of Solar that were issued to him for his ownership interest in Planktos (and his interest in D2Fusion, Inc., a wholly owned subsidiary of Solar) in exchange for his right to the exclusive use of the name “Planktos” and the non-exclusive use of the proprietary know-how associated with “iron-fertilization”.25

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~~F-17~~Tax Fees

~~ITEM~~Williams 9& Webster, P.S., ~~CHANGES~~billed INto ~~AND~~the ~~DISAGREEMENTS~~Company ~~WITH~~no ~~ACCOUNTANTS~~fees ONin ~~ACCOUNTING~~2008 ~~AND~~or ~~FINANCIAL~~2007 ~~DISCLOSURE~~for professional services rendered in connection with the preparation of the Company's tax return for the period.

~~None.~~All Other Fees

~~ITEM~~Williams 9A& Webster, P.S., ~~CONTROLS~~billed ~~AND~~to ~~PROCEDURES~~the ~~(ITEM~~Company 9Ano ~~(T))~~fees in 2008 or 2007 for professional services rendered or any other services not disclosed above.

~~Evaluation~~Audit ofCommittee ~~Disclosure~~Pre-Approval ~~Controls and Procedures~~

~~In connection~~The ~~with~~Company ~~the~~did ~~preparation~~not ofhave ~~this~~a ~~annual~~standing ~~report~~audit oncommittee ~~Form~~at ~~10-K,~~the antime ~~evaluation~~its ~~was carried~~respective ~~out~~auditors bywere ~~the~~engaged. ~~Company’s management~~Therefore, ~~with~~all ~~the~~services ~~participation~~provided ofto the ~~chief executive~~Company ~~officer~~by ~~and~~Williams ~~the~~& ~~chief~~Webster, ~~financial officer~~P.S., ~~of the effectiveness of the Company’s disclosure controls and procedures (~~as ~~defined~~detailed inabove, ~~Rules~~were ~~13a~~pre-~~15(e)~~approved ~~and 15d-15(e)~~by ~~under~~ the ~~Securities~~Company’s ~~Exchange~~board ~~Act~~ of ~~1934~~directors. ~~(“Exchange~~Williams ~~Act”))~~& ~~as of December 31~~Webster, ~~2007~~P.S., ~~Disclosure~~performed ~~controls~~all ~~and~~work ~~procedures~~only ~~are~~with ~~designed~~their topermanent ~~ensure~~full ~~that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the~~ time ~~periods specified in the~~employees. Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

~~Based~~PART on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were ineffective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.IV

~~Management’s~~ITEM ~~Report~~15. onEXHIBITS ~~Internal~~AND ~~Control~~FINANCIAL ~~over~~STATEMENT ~~Financial Reporting~~SCHEDULES

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (~~GAAP~~a)~~. Internal~~ ~~control~~Consolidated ~~over~~Financial ~~financial reporting includes those policies and procedures that:~~Statements

•The ~~Pertain~~following todocuments ~~the~~are ~~maintenance~~filed ofunder ~~records~~“Item ~~that~~8. inFinancial ~~reasonable~~Statements ~~detail accurately~~ and ~~fairly~~Supplementary ~~reflect~~Data,” ~~the~~pages ~~transactions~~F-1 through F-17, and ~~dispositions~~are included as part of ~~the~~this ~~Company’s~~Form ~~assets;~~10-K:

•Financial ~~Provide~~Statements ~~reasonable~~of ~~assurance~~The ~~that~~Company ~~transactions~~for ~~are recorded as necessary to permit preparation of~~ the ~~financial~~years ~~statements~~ended inDecember ~~accordance with generally accepted accounting principles~~31, ~~and~~2008 ~~that receipts~~ and ~~expenditures are being made only in accordance with authorizations of management and the board of directors; and~~2007:

•Report ~~Provide reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized~~Independent ~~acquisition,~~Registered ~~use,~~Public orAccounting ~~disposition of the Company’s assets that could have a material effect on the financial statements.~~Firm

~~Because~~Consolidated ~~of its~~Balance inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.Sheets

Consolidated Statements of Income 19Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows

~~The Company’s~~Notes ~~management~~to ~~conducted~~Consolidated anFinancial assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.Statements

A(b) material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.Exhibits

The ~~material~~ ~~weaknesses~~exhibits ~~identified~~required to be attached by Item 601 of Regulation S-K are ~~disclosed~~listed ~~below~~in the Index to Exhibits on page 28 of this Form 10-K, and are incorporated herein by this reference.

~~Lack~~(c) ~~of Appropriate~~Financial ~~Independent~~Statement Oversight. The board of directors has not provided an appropriate level of oversight of the Company’s consolidated financial reporting and procedures for internal control over financial reporting, including appropriate authorization of transactions and subsidiary operations. There are, at present, no independent directors who could provide an appropriate level of oversight, including challenging management’s accounting for and reporting of transactions. Schedules

~~Sufficiency~~We ~~of Accounting Personnel. There~~ are ~~insufficient~~not ~~personnel~~filing inany ~~key~~financial ~~accounting~~statement ~~positions~~schedules ~~within~~as ~~the~~part ~~Company~~of ~~with~~this ~~the appropriate~~Form ~~knowledge,~~10-K ~~skills,~~because ~~and~~such ~~experience~~schedules toare ~~prepare~~either ~~the~~not ~~Company’s~~applicable ~~financial statements~~or ~~in accordance with generally accepted accounting principles, including~~ the ~~appropriate~~ ~~accounting~~required ~~presentation~~information ~~and~~is ~~disclosure~~included ~~of discontinued operations~~ in the financial statements~~. This~~ ~~led~~or tonotes ~~the identification by the auditors of required material adjustments to the financial statements~~thereto.

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2007, that the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by the COSO.26

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~~Independent Registered Public Accounting Attestation Report~~SIGNATURES

~~This~~Pursuant ~~annual report~~to ~~does~~the ~~not~~requirements ~~include an attestation report~~ of ~~our~~Section ~~independent~~13 ~~registered~~or ~~public accounting~~15(d) ~~firm~~of ~~regarding~~the ~~internal~~Securities ~~control~~Exchange ~~over~~Act ~~financial~~of ~~reporting. We were not required to have~~1934, ~~nor~~the ~~have~~registrant ~~we,~~has ~~engaged~~duly ~~our~~caused ~~independent~~this ~~registered~~report ~~public accounting firm~~ to ~~perform an~~be ~~audit~~signed ofon ~~internal~~its ~~control~~behalf ~~over~~by ~~financial reporting pursuant to~~ the ~~rules~~undersigned, ofthereunto ~~the Commission~~duly ~~that permit us to provide only management’s report in this annual report~~authorized.

Remediation of Material Weaknesses in Internal Control over Financial Reporting

Planktos Corp.

Date

/s/ Michael James Gobuty

By: Michael James Gobuty

Its: Chief Executive Officer, Chief Financial Officer, Principal

Accounting Officer and Director

April 14, 2009

~~The~~Pursuant ~~Company intends~~ to ~~remedy~~the ~~our~~requirements ~~material~~of ~~weaknesses~~the Securities Exchange Act of 1934, this report has been signed below by: the following persons on behalf of the registrant and in the capacities and on the dates indicated.

•Date ~~Forming~~/s/ anMichal ~~audit~~James ~~committee~~Gobuty ~~made~~Michael upJames ofGobuty ~~independent~~Chief ~~directors~~Executive ~~that~~Officer, ~~will~~Chief ~~oversee~~Financial ~~management~~Officer, ~~(we~~Principal ~~have~~Accounting ~~begun~~Officer ~~this~~and ~~process~~Director byApril ~~seeking~~14, ~~out individuals who might act as independent directors).~~2009

• Engaging an individual to serve as chief financial officer and principal accounting officer to segregate the duties of chief executive officer and chief financial officer as a means to ensure accountability in day to day management of the Company.27

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•INDEX ~~Engaging~~TO ~~an experienced accounting person independent of related party affiliations.~~EXHIBITS

~~• Improving the management and control of key financial spreadsheets used by the Company.~~Exhibit Description

203(i)(a)* Articles of Incorporation (incorporated by reference to the Company’s Form 10-SB filed with the Commission on January 31, 2000)

~~Changes in~~3(i)(b)* Amendment ~~Internal~~of ~~Control~~the ~~over~~Company’s ~~Financial~~Articles ~~Reporting~~of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the Commission on September 24, 2002)

~~As of the end of the period covered by this report, there have been no changes in internal control over financial reporting~~ 3(~~as defined in Rule 13a-15~~i)(fc)* Amendment of the ~~Exchange~~Company’s ~~Act)~~Articles ~~during~~of ~~the~~Incorporation ~~year ended~~(incorporated ~~December~~by ~~31,~~reference ~~2007,~~to ~~that~~the ~~materially~~Company’s ~~affected,~~Form or8-K ~~are~~filed ~~reasonably~~with ~~likely to materially affect,~~ the ~~Company’s~~Commission ~~internal~~on ~~control~~August ~~over~~10, ~~financial reporting.~~2007)

~~9B.~~3(i)(d)* Amendment ~~OTHER~~of ~~INFORMATION~~the Company’s Articles of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 10, 2007)

~~None.~~3(i)(e)* Amendment of the Company’s Articles of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 10, 2007)

~~PART III~~3(ii)* By-laws (incorporated herein by reference to the Company’s Form 10-SB filed with the Commission on January 31, 2000)

~~ITEM~~ 10.(i)* Securities ~~DIRECTORS~~Exchange Agreement and Plan of Exchange with Solar, ~~EXECUTIVE~~dated ~~OFFICERS~~January 12, ~~AND~~2007 ~~CORPORATE~~(incorporated ~~GOVERNANCE~~by reference to the Company’s Form 8-K filed with the Commission on January 19, 2007)

10(ii)* Settlement and Release Agreement between the Company, Planktos, Russ George, Solar, and Nelson Skalbania dated February 22, 2008 (incorporated by reference to the Company’s Form 8-K filed with the ~~Officers~~Commission ~~and~~on ~~Directors~~March 31, 2008)

~~The following~~14* Code ~~table~~of ~~sets~~Ethics ~~forth~~adopted ~~the~~April ~~name~~1, ~~age~~2008 ~~and~~(incorporated ~~position~~herein ofby ~~each~~reference ~~director~~to ~~and~~Form ~~executive~~10-K ~~officer~~dated ofApril ~~the~~29, ~~Company:~~2008).

Name	Age	Year Elected/Appointed	Positions Held
Robert Fisher	58	2008	CEO, CFO, PAO and Director
Joel Dumaresq	43	2007	Director

31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

~~Robert~~32 Certification ~~Fisher~~of ~~was~~the ~~appointed~~Chief asExecutive ~~chief executive~~Officer ~~officer, chief financial officer~~ and ~~principal~~Chief ~~accounting~~Financial ~~officer~~Officer onpursuant ~~March~~to ~~3, 2008.~~18 MrU.S.C. ~~Fisher~~Section ~~has~~1350 ~~served~~ as aadopted ~~director~~pursuant ofto ~~the~~Section ~~Company~~906 ~~since~~of ~~December 15, 2006 and acted as~~ the ~~Company’s~~Sarbanes-Oxley ~~chief~~Act ~~executive~~of ~~officer,~~2002 ~~chief financial officer and principal accounting officer from December 15, 2006 until March 13, 2007~~(attached).

~~Mr. Fisher~~ * Incorporated ~~graduated~~by ~~from~~reference Trinity College Dublin University with MA, BA and B.Comm degrees and qualified as a Canadian Chartered Accountant. He has over 20 years experience working in real estate development and the hospitality industry. Most recently Mr. Fisher was a principal of International RV Resort Consultant Associates, based in Vancouver, British Columbia and Spokane, Washington and was responsible for the development and management of RV parks in Washington and California. Prior to ~~that,~~previous hefilings ~~was vice-president~~ of development for Onterra RV Resorts, a Vancouver, British Columbia and San Francisco, California based company that acquired and repositioned RV resorts in several California locations. He has also acted as a partner and consultant to various retail, investment and hotel development projects in Canada and the ~~United States~~Company.

~~Joel Dumaresq was appointed to the Company’s board of directors on March 13, 2007.~~28

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Mr. Dumaresq is currently a senior partner at Matrix Partners, Inc. a Vancouver, British Columbia based merchant banking and private equity firm with over twenty years experience in the finance sector. Working with Matrix, Mr. Dumaresq has been involved in financings, buyouts, mergers, and the acquisition of small, medium and large business enterprises. Prior to joining Matrix, Mr. Dumaresq was involved in public sector corporate financings and has prior public company experience.

No other persons are expected to make any significant contributions to the Company’s executive decisions who are not executive officers or directors of the Company.

Term of Office

Our directors are appointed for a one (1) year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our executive officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors or executive officers.

Director Independence

The Company is quoted on the Pink Sheets LLC over-the-counter securities market, which does not have director independence requirements. However, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states that a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, none of our directors can be considered independent.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) 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; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (3) 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 his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Compliance with Section 16(A) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, we are aware of the following persons who, during the period ended December 31, 2007, failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934.

• Robert Fisher failed to timely file a Form 3 despite being an officer and director.

• Joel Dumaresq failed to timely file a Form 3 or 5 despite being a director.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this form 10-K. Further, our Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting us.

Board of Directors Committees

The board of directors has not established an audit committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committee’s responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the Company will be required to establish an audit committee. The board of directors has not established a compensation committee.

The Company’s board of directors has not established a compensation committee.

Director Compensation

Directors currently are not reimbursed for out-of-pocket costs incurred in attending meetings nor are they typically compensated for their service as directors. However, the Company did agree to compensate Robert Fisher with shares of its common stock for his services rendered as the sole director of Company prior to subsequent appointments to the board (see the Summary Compensation Table, below). The Company may adopt a provision for compensating directors for their attendance at meetings of the board of directors in the future.

The following table provides summary information for the year 2007 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of our directors.

Summary Compensation Table
Name	Fees earned or paid in cash ($)	Stock awards ($)	Option Awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation ($)	All other compensation ($)	Total ($)
Robert Fisher*	10,000	46,000	-	-	-	-	56,000

* Robert Fisher was issued 50,000 shares of the Company’s common stock on March 13, 2007 for services rendered.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objective of the Company’s compensation program is to provide compensation for services rendered by our executive officers. Salaries paid are designed to retain the services of our executive officers as are certain stock awards. Salary is currently the only type of compensation used in our executive compensation program. We use this form of compensation because we feel that it is adequate to retain and motivate our executive officers.

The amounts we deem appropriate to compensate our executive officers are determined in accordance with market forces; we have no specific formula to determine compensatory amounts at this time. While we have deemed that our current compensatory program and the decisions regarding compensation are easy to administer and are appropriately suited for our objectives, we may expand our compensation program to future employees to include options and other equity compensatory elements.

Tables

The following table provides summary information for the years 2007, and 2006 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and (ii) any other employee to receive compensation in excess of $100,000.

Summary Compensation Table
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Robert Fisher* CEO, CFO, PAO, and director	2007 2006	- -	- -	- -	- -	- -	- -	- -	- -
Russ George* CEO, CFO, PAO, and director	2007 2006	180,000 -	- -	- -	- -	- -	- -	- -	180,000 -

* Chief executive officer, chief financial officer and principal accounting officer from December 15, 2006 until March 13, 2007 and March 3, 2008 to present.

** Chief executive officer, chief financial officer and principal accounting officer from March 13, 2007 to March 3, 2008.

We have no “Grants of Plan-Based Awards”, “Outstanding Equity Awards at Fiscal Year-End”, “Option Exercises and Stock Vested”, “Pension Benefits”, or “Nonqualified Deferred Compensation”. Nor do we have any “Post Employment Payments” to report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the ownership of the Company’s 84,751,838 shares of common stock issued and outstanding as of April 25, 2008, with respect to: (i) all directors; (ii) each person known by us to be the beneficial owner of more than five percent of our common stock; and (iii) our directors and executive officers as a group.

Names and Addresses of Managers and Beneficial Owners	Title of Class	Number of Shares	Percent of Class
Robert Fisher 145-925 West Georgia Street Vancouver, B.C. Canada V6C 3L2	Common	50,000	<1%
Joel Dumaresq 145-925 West Georgia Street Vancouver, B.C. Canada V6C 3L2	Common	0	0
Solar Energy Limited 145-925 West Georgia Street Vancouver, B.C. Canada V6C 3L2	Common	45,000,000	53.09%
Officer and Directors as a Group (2)	Common	50,000	<1%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDPENDENCE

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction in the period covered by this report or in any presently proposed transaction which, in either case, has or will materially affect us, except as follows:

On March 13, 2007, the board of directors of the Company authorized the issuance of 50,000 shares of common stock valued at $0.86 per share to Robert Fisher, officer and a director the Company, in consideration of services valued at $43,000.

On July 22, 2007 the board of directors of the Company authorized the issuance of 45,000,000 shares of restricted common stock to Solar, causing Solar to hold approximately 54% of our issued and outstanding shares in exchange for all of the outstanding shares of Planktos.

On July 17, 2007 the Company entered into a loan agreement with Matrix Partners, a corporate entity for whom Joel Dumaresq, a member of our board of directors, acts as a principal, pursuant to which we borrowed $100,000 at 12% per annum. Principal and interest on the loan were repaid to Mr. Dumaresq subsequent to the year ended December 31, 2007.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Williams & Webster, P.S., provided audit services in connection with its annual report for the fiscal years ended December 31, 2007 and 2006. The aggregate fees billed by Williams & Webster for an audit of our financial statements were $25,182 and $15,000 in 2007 and 2006, respectively.

Audit Related Fees

Williams & Webster, P.S., billed to the Company no fees in 2007 or 2006 for professional services that are reasonably related to the audit of the Company’s financial statements that are not disclosed in “Audit Fees” above.

Tax Fees

Williams & Webster, P.S., billed to the Company no fees in 2007 or 2006 for professional services rendered in connection with the preparation of the Company's tax return for the period.

All Other Fees

Williams & Webster, P.S., billed to the Company no fees in 2007 or 2006 for professional services rendered or any other services not disclosed above.

Audit Committee Pre-Approval

The Company did not have a standing audit committee at the time its respective auditors were engaged. Therefore, all services provided to the Company by Williams & Webster, P.S., as detailed above, were pre-approved by the Company’s board of directors. Williams & Webster, P.S., performed all work only with their permanent full time employees.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Consolidated Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-17, and are included as part of this Form 10-K:

Financial Statements of The Company for the years ended December 31, 2007 and 2006:

Report of Independent Registered Public Accounting Firm

ConsolidatedBalance Sheets

ConsolidatedStatements of Income

Consolidated Statementsof Stockholders’ Equity

ConsolidatedStatements of Cash Flows

Notes to Consolidated Financial Statements

(b) Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 28 of this Form 10-K, and are incorporated herein by this reference.

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or notes thereto.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 25th day of April, 2008.

PLANKTOS CORP.

/s/ Robert Fisher

Robert Fisher

Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Robert Fisher Director April 25, 2008

Robert Fisher

/s/ Joel Dumaresq Director April 25, 2008

Joel Dumaresq

INDEX TO EXHIBITS

Exhibit Description

3(i)(a) * Articles of Incorporation (incorporated by reference to the Company’s Form 10-SB filed with the Commission on January 31, 2000)

3(i)(b) * Amendment of the Company’s Articles of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the Commission on September 24, 2002)

3(i)(c) * Amendment of the Company’s Articles of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 10, 2007)

3(i)(d) * Amendment of the Company’s Articles of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 10, 2007)

3(i)(e) * Amendment of the Company’s Articles of Incorporation (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 10, 2007)

3(ii) * By-laws (incorporated herein by reference to the Company’s Form 10-SB filed with the Commission on January 31, 2000)

10(i) * Iron-Fertilization Prove-Out and Purchase Agreement with Solar, dated August 17, 2005 (incorporated by reference to the Company’s Form 10-QSB/A filed with the Commission on September 7, 2005)

10(ii) * Securities Exchange Agreement and Plan of Exchange with Solar, dated January 12, 2007 (incorporated by reference to the Company’s Form 8-K filed with the Commission on January 19, 2007)

10(iii) * Settlement and Release Agreement between the Company, Planktos, Russ George, Solar, and Nelson Skalbania dated February 22, 2008 (incorporated by reference to the Company’s Form 8-K filed with the Commission on March 31, 2008)

14 Code of Ethics adopted April 1, 2008.

31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Incorporated by reference to previous filings of the Company.

Filing Compare · Solar Gold Ltd