UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, ~~2008~~ 2009.

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: 001-14791

SOLAR ENERGY LIMITED

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

76-0418364

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

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

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 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:

Large accelerated filer o Accelerated filer o Non-accelerated filer o 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 oþ No þo

At May 20, ~~2008,~~2009 the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting stock), was 18,423,309.

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS		3
		Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007	4
		Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008	4
		Unaudited Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2008 and March 31, 2007 and the period from inception	5
		Unaudited Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2009 and March 31, 2008 and the period from inception	5
		Unaudited Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2008 and March 31, 2007 and the period from inception	6
		Unaudited Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2009 and March 31, 2008 and the period from inception	6
		Condensed Notes to Consolidated Financial Statements	8
		Condensed Notes to Condensed Consolidated Financial Statements	8
	ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		1314
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		1819
	ITEM 4T. Controls and Procedures		1820
PART II. - OTHER INFORMATION
	ITEM 1. Legal Proceedings		1920
	ITEM 1A. Risk Factors		1921
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		2223
	ITEM 3. Defaults upon Senior Securities		2223
	ITEM 4. Submission of Matters to a Vote of Securities Holders		2223
	ITEM 5. Other Information		2224
	ITEM 6. Exhibits		2224
	Signatures		2325
Index to Exhibits			2426

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Solar Energy Limited, a Delaware corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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SOLAR ENERGY LIMITED (A Development Stage Company) CONSOLIDATED BALANCE SHEETS
				March 31,		December 31,
				2008		2007
				2009		2008
				(Unaudited)
ASSETS
CURRENT ASSETS
	Cash		$	~~275~~2,~~042~~754	$	6713,~~355~~853
	Prepaid expenses			1,496		-
	Other receivable			37,833		37,833
		TOTAL CURRENT ASSETS		~~276~~40,~~538~~587		6751,~~355~~686
OTHER ASSETS
TOTAL ASSETS			$	40,587	$	51,686
	Deposits			4,720		4,720
	Vessels and other fixed assets, net of depreciation			-		787,561
TOTAL ASSETS			$	281,258	$	859,636
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	~~176~~100,~~230~~355	$	~~294~~96,~~850~~934
	Accrued interest - related party			1530,~~945~~719		1027,~~892~~738
	Other current liabilities			5,589		13,295
	Advances payable			444,650		439,842
	Advances payable			384,875		480,013
	Note payable to related party			376,521		376,521
	Note payable - related party			521,332		610,332
	Debenture payable, net of discount			100,000		100,000
		TOTAL CURRENT LIABILITIES		1,103,971		1,409,382
	Accrued interest			29,184		26,008
LONG-TERM LABILITIES
		TOTAL CURRENT LIABILITIES		1,081,429		1,067,043
	Debenture payable			100,000		81,261
	Accrued interest			16,939		14,064
		TOTAL LONG-TERM LIABILITIES		116,939		95,325
COMMITMENTS AND CONTINGENCIES
	Minority interest			-		66,120
				-		66,120
STOCKHOLDERS' DEFICIT
	Common stock, 50,000,000 shares authorized; $0.0001 par
	Common stock, 50,000,000 shares authorized; $0.0001
	value, 21,923,309 and 21,923,309 shares issued and outstanding, respectively			2,192		2,192
	par value, 18,423,309 issued and outstanding			1,842		1,842
	Additional paid-in capital			1413,~~727~~961,~~261~~491		1413,~~661~~961,~~141~~491
	Accumulated deficit during development stage			(15,~~669~~004,~~105~~175)		(1514,~~374~~978,~~524~~690)
		TOTAL STOCKHOLDERS' DEFICIT		(~~939~~1,~~652~~040,842)		(~~711~~1,~~191~~015,357)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	281,258	$	859,636
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	40,587	$	51,686

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

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SOLAR ENERGY LIMITED (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS
SOLAR ENERGY LIMITED (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
								From Inception
								(January 5,
								1994)
				Three Months Ended				through
				March 31,		March 31,		March 31,
				2008		2007		2008
				2009		2008		2009
				(Unaudited)		(Unaudited)		(Unaudited)
REVENUES			$	-	$	-	$	-
EXPENSES
	General and administrative			~~176~~14,~~745~~519		~~502~~176,~~396~~745		6,~~106~~235,~~094~~427
	Vessel operating costs			-		253,849		-
	Research and development			-		-		2,671,638
	Research and development			2,012		110,899		2,673,650
	Impairment of patents			-		2,012		39,648
	Impairment of patents			-		-		39,648
	Impairment of goodwill			-		-		14,118
	Impairment of goodwill			-		-		3,514,118
		TOTAL EXPENSES		14,519		178,757		8,960,831
		TOTAL EXPENSES		178,757		867,144		12,333,510
LOSS FROM OPERATIONS				(14,519)		(178,757)		(8,960,831)
LOSS FROM OPERATIONS				(178,757)		(867,144)		(12,333,510)
OTHER INCOME (EXPENSES)
	Other income			~~22,600~~-		-22,600		~~372~~349,~~486~~886
	Financing costs			-		-		(1,477,800)
	Charitable contribution			-		(25,000)		-
	Gain (loss) on investments			-		-		17,200
	Gain (loss) on sale or disposal of assets			-		-		(10,867)
	Gain (loss) on derivative instrument			-		~~(6,390)~~-		29,551
	Gain on forgiveness of debt			-		-		172,227
	Interest income (expense), net			(1910,~~545~~966)		~~(5,925)~~-		(~~103~~123,~~921~~748)
	Amortization of discount on debenture payable			-		-(19,545)		(1029,~~812~~551)
	Provision for loss on contract			-		-		(967,500)
	Gain (loss) on sale of subsidiary			-		-		120,711
		TOTAL OTHER INCOME (EXPENSE)		3(10,~~055~~966)		~~(37~~3,~~315)~~055		(1952,~~858,725~~391)
LOSS FROM CONTINUING OPERATIONS				(~~175~~25,~~702~~485)		(~~904~~175,~~459~~702)		(149,~~192~~913,~~235~~222)
DISCONTINUED OPERATIONS
	Loss on discontinued operations			(118,879)		-		(1,476,870)
	Gain (Loss) on discontinued operations			-		(118,879)		(5,090,953)
NET LOSS			$	(294,581)	$	(904,459)	$	(15,669,105)
NET INCOME (LOSS)			$	(25,485)	$	(294,581)	$	(15,004,175)
NET LOSS PER COMMON SHARE, CONTINUING
	NET INCOME (LOSS) PER COMMON SHARE,
		OPERATIONS, BASIC AND DILUTED	$	(0.01)	$	(0.05)
		CONTINUING OPERATIONS, BASIC AND DILUTED $		(0.00)	$	(0.01)
NET LOSS PER COMMON SHARE, DISCONTINUED
	NET INCOME (LOSS) PER COMMON SHARE, DIS-
		OPERATIONS, BASIC AND DILUTED	$	(0.01)	$	0.00
		CONTINUED OPERATIONS, BASIC AND DILUTED $		0.00	$	(0.01)
WEIGHTED AVERAGE NUMBER
	WEIGHTED AVERAGE NUMBER OF COMMON
		OF COMMON SHARES OUTSTANDING,
		SHARES OUTSTANDING, BASIC AND DILUTED		18,423,309		21,923,309
		BASIC AND DILUTED		21,923,309		19,873,309

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

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SOLAR ENERGY LIMITED (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS
SOLAR ENERGY LIMITED (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
									From Inception
									(January 5,
									1994)
					Three Months Ended				through
					March 31,		March 31,		March 31,
					2008		2007		2008
					2009		2008		2009
					(Unaudited)		(Unaudited)		(Unaudited)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(~~175~~25,~~702~~485)	$	(~~904~~175,~~459~~702)	$	(149,~~192~~913,~~235~~222)
	Adjustments to reconcile net loss to net cash used in operating activities:
	(Net of Acquisition/Sale)
		Amortization and depreciation			-		-		212,809
		Amortization on discount of debentures			~~18,739~~-		118,~~927~~739		29,551
		Bad debt			-		-		250,000
		Stock issued for services			-		-		856,851
		Services for pre-paid expense			-		-		169,165
		(Gain) Loss on derivative			-		~~6,390~~-		(29,551)
		Stock issued for R&D expenses			-		-		439,900
		Loss on sale of assets			-		-		10,867
		Gain on investments			-		-		(17,199)
		Gain on sale of subsidiary			-		-		(120,711)
		Loss on sale of subsidiary			-		-		(120,711)
		Gain on forgiveness of debt			-		-		(172,227)
		Impairment of patents			-		-		39,648
		Financing costs			-		-		1,477,800
		Impairment of goodwill			-		-		314,~~514,~~118
		Provision for loss on contract			-		-		967,500
		Minority interest			-		-		(123,856)
		(Increase) decrease in:
			Accounts receivable		-		-		39
			Other receivable		-		-		(37,794)
			Deposits		-		-		(24,883)
			Prepaid expenses		~~(1,496)~~-		7(1,~~812~~496)		2122,~~004~~500
		Increase (decrease) in:
			Accounts payable		(118,620)		(17,802)		219,902
			Accounts payable and bank overdraft		3,421		(118,620)		331,995
			Accrued expenses and other current liabilities		~~222~~10,965		~~28,758~~222		~~272~~282,~~099~~842
			Deferred revenues		-		-		250,000
			Minority interest		-		-		66,120
		Net cash used in continuing operating activities			(276,857)		(877,374)		(5,883,289)
		Net cash used by continuing operating activities			(11,099)		(276,857)		(5,985,277)
		Net cash used in discontinued operating activities			(331,318)		-		(2,906,809)
		Net cash provided (used) by discontinued operating activities			-		(331,318)		(3,025,696)
		Net cash used in operating activities			(608,175)		(877,374)		(8,790,098)
		Net cash provided (used) by operating activities			(11,099)		(608,175)		(9,010,973)
(The interim consolidated statements of cash flows are continued on the next page.) The accompanying condensed notes are an integral part of these financial statements.
Continued on following page.

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Continued from previous page.
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
	Cash acquired from sale of subsidiary			-		-		180,000
	Cash acquired (sold) from subsidiary			-		-		3,221,116
	Cash acquired from subsidiary			-		-		3,221,116
	Cash paid to subsidiary			-		-		(107,568)
	Cash paid to RECO and Sunspring			-		-		(2,076)
	Cash paid to Renewable Energy Corporation and Sunspring, Inc.			-		-		(2,076)
	Cash paid for patent costs			-		-		(106,318)
	Cash received (paid) for property & equipment			1,000,000		-		131,428
	Cash paid for property & equipment			-		-		(868,572)
	Cash paid for deposits			-		-		(4,837)
	Cash received on sale of assets			-		-		23,000
	Cash paid for notes receivable			-		-		(295,000)
		Net cash provided by investing activities		1,000,000		-		3,039,745
	Discontinued operations			-		1,000,000		1,000,749
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
		Net cash provided by investing activities		-		1,000,000		3,040,494
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
	Issued stock for cash			-		-		3,917,469
	Cash received from (repaid to) related party notes payable and advances			(184,138)		725,250		1,352,005
	Cash received from related party notes payable and advances			-		-		1,690,343
	Stock subscription			-		.		-
	Cash repaid to related party notes payable and advances			-		(184,138)		(290,500)
	Proceeds from debenture payable			-		-		100,000
	Cash received from advances by shareholders			-		-		2,044,099
	Cash paid on debt financing			-		-		(1,388,178)
	Net cash provided by (used in) financing activities			(184,138)		725,250		6,025,395
	Discontinued operations			-		-		(100,000)
	NET INCREASE (DECREASE) IN CASH			207,687		(152,124)		275,042
	Net cash provided by financing activities			-		(184,138)		5,973,233
CASH, BEGINNING OF PERIOD				67,355		203,912		-
	NET INCREASE (DECREASE) IN CASH			(11,099)		207,687		2,754
CASH, END OF PERIOD			$	275,042	$	51,788	$	275,042
CASH, BEGINNING OF PERIOD				13,853		67,355		-
CASH, END OF PERIOD			$	2,754	$	275,042	$	2,754
SUPPLEMENTAL CASH FLOW INFORMATION:
	Interest paid		$	-	$	-	$	17,195
	Income taxes paid		$	-	$	-	$	-

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

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Solar Energy Limited

(A Development Stage Company)

Condensed Notes to the Consolidated Financial Statements

March 31, ~~2008~~2009

NOTE 1 – DESCRIPTION AND HISTORY OF BUSINESS AND BASIS OF PRESENTATION

Solar Energy Limited (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.

The Company was originally incorporated as Taurus Enterprises, Inc. under the laws the State of Delaware on January 5, 1994. In August of 1996, the Company merged with Salvage World, Inc., a private company, changed its name to “Salvage World, Inc.”, and reincorporated in the state of Nevada. On December 17, 1997, the Company merged with ~~a Delaware corporation, named~~ Solar Energy Limited, a Delaware corporation organized on July 24, 1997., ~~The~~and ~~Company then~~ changed ~~its~~the name to “Solar Energy Limited.” The surviving corporation is a Delaware corporation and the authorized shares were changed to 50,000,000 par value $0.0001.

These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, ~~2007~~2008 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the three months ended March 31, ~~2008~~2009 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2008~~2009.

NOTE 2 – Summary of Significant Accounting Policies

This summary of significant accounting policies of Solar Energy Limited is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the 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 America, and have been consistently applied in the preparation of the financial statements.

Accounting Method

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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents.

Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company places its cash and cash equivalents at well-known, quality financial institutions in the United States and Canada. As of March 31, 2008, $62,652 exceeded Federally insured limits.

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Solar Energy Limited

(A Development Stage Company)

Condensed Notes to the Consolidated Financial Statements

March 31, ~~2008~~2009

NOTE 2 – Summary of Significant Accounting Policies - ~~CONTINUED~~Continued

Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, 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”, which is effective for the Company as of its inception. 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.

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 derivatives contracts to hedge existing risks or for speculative purposes.

~~During~~The ~~the year ended December 31, 2006, the~~ Company issued aconvertible ~~debenture~~debt ~~for~~and aaccounts ~~total of $100,000. The debenture included provisions~~ for ~~the~~that ~~conversion of the~~ debt ~~and~~according ~~interest~~to ~~into~~SFAS ~~shares~~133 ofand ~~the~~subsequent ~~Company’s common stock or into CO2 Tonnes~~pronouncements. As ~~of March 31~~Consequently, ~~2008,~~management ~~the~~recognizes ~~right to convert the debenture into CO2 Tonnes has been terminated after Planktos, Inc. suspended~~ its ~~operations~~convertible ~~and~~debt ~~sold~~contract ~~its~~as ~~research~~containing ~~and development assets. As~~ a ~~result,~~derivative ~~the~~instrument ~~Company~~and ~~no longer~~ accounts for ~~its~~the ~~convertible~~derivative ~~debt~~according ~~contract~~to asgenerally ~~containing~~accepted aaccounting ~~derivative~~principles ~~instrument~~in the U.S.

During the year ended December 31, 2006, the Company issued a debenture for a total of $100,000. The debenture included provisions for the conversion of the debt and interest into shares of the Company’s common stock or into CO2 Tonnes to be generated by Planktos, Inc. Since Planktos, Inc. has discontinued operations, the conversion into CO2 Tonnes is no longer available and the debenture is accounted for as a promissory note with fixed interest. See Note 7.

Development Stage Activities

The Company has 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.

Earnings (Loss) Per Share

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 average common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. For the ~~periods~~fiscal ~~reported~~year 2008, diluted net loss per share iswas the same as basic net loss per share as ~~there~~the common stock equivalents outstanding were noconsidered anti-dilutive. For the fiscal year 2008, the Company had a net loss from continuing operations and net income from discontinued operations, therefore earnings per share on a fully diluted basis to include common stock equivalents ~~outstanding~~is disclosed.

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Solar Energy Limited

(A Development Stage Company)

Condensed Notes to the Consolidated Financial Statements

March 31, ~~2008~~2009

NOTE 2 – Summary of Significant Accounting Policies - ~~CONTINUED~~Continued

Earnings (Loss) Per Share - Continued

As of March 31, ~~2008~~2009, the Company had outstanding common stock options of 500,000 and common stock warrants of 1,~~781~~250,~~500~~000. The above common stock equivalents were deemed to be antidilutive for the Company during the three months ended March 31, ~~2008~~2009. As of December 31, 2008, the Company had outstanding common stock options of 500,000 and common stock warrants of 1,250,000. The above common stock equivalents were deemed to be antidilutive for the Company’s year end of December 31, 2008.

Fair Value Measurements

The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, trade accounts receivable, accounts payable and related party payables. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2009 and December 31, 2008. 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 are applicable to all of the 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.

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. The Company has no Level 1 assets or liabilities; and

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. The Company has no Level 2 assets or liabilities; and

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data which require the reporting entity to develop its own assumptions. The Company has no Level 3 assets or liabilities.

~~The~~Going ~~Company~~Concern does not have any assets or liabilities measured at fair value on a recurring basis at March 31, 2008. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the three months ended March 31, 2008.

~~Principles~~As of ~~Consolidation~~March 31, 2009, the Company had negative working capital of $1,040,842 and an accumulated deficit of $15,004,175. The Company 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.

The March 31, 2008 financial statements include the accounts of Solar Energy Limited and its wholly owned subsidiaries: Hydro; Sunspring; REEL; and D2 Fusion, Inc. plus 54% of Planktos Corp. post acquisition. All intercompany accounts and transactions have been eliminated in the consolidation.

Provision for Taxes

Income taxes are provided based upon the liability method of accounting 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. A valuation allowance 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. 109 to allow recognition of such an asset.

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Solar Energy Limited

(A Development Stage Company)

Condensed Notes to the Consolidated Financial Statements

March 31, ~~2008~~2009

NOTE 2 – Summary of Significant Accounting Policies - ~~CONTINUED~~Continued

~~Recent~~Principles ~~Accounting~~of ~~Pronouncements~~Consolidation

InThe March ~~2008~~31, ~~the~~2009 ~~FASB~~financial ~~issued~~statements ~~SFAS~~include ~~No. 161 which amends and expands~~ the ~~disclosure~~accounts ~~requirements~~ of ~~SFAS~~Solar ~~133~~Energy toLimited ~~provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS 133~~ and ~~their~~its ~~effect~~wholly onowned ~~the~~subsidiaries: ~~entity’s~~Hydro; ~~financial~~Sunspring; ~~position,~~REEL; ~~financial performance~~ and ~~cash flows.~~D2 ~~The provisions of SFAS 161 are effective for the period beginning after November 15~~Fusion, ~~2008~~Inc. ~~The~~All ~~Company~~intercompany isaccounts ~~currently~~and ~~reviewing~~transactions ~~the~~have ~~effect,~~been ifeliminated ~~any,~~in ~~that~~ the ~~adoption of this statement will have on our financial statements~~consolidation.

On November 13, 2008, the Company sold its 45,000,000 restricted shares of Planktos Corp. to Maidon Services Limited for $200,000 of which $125,000 in cash was received on closing and $75,000 was due within fourteen months with an option to convert into Planktos Corp. shares at $0.25 per share. These financial statements include the losses from January 1, 2008 to November 12, 2008 of Planktos Corp. and its wholly owned subsidiary, Planktos Inc.

Provision for Taxes

Effective November 1, 2007, the Company adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have a material impact on the Company’s financial position, results of operation or liquidity.

Income taxes are provided based upon the liability method of accounting 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. A valuation allowance 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. 109 to allow recognition of such an asset.

Revenue Recognition

The Company recognizes revenue for product sales when there is a mutually executed sales contract, when the products are shipped and title passes to customers, when the contract price and terms are fixed, and when collectibility is reasonably assured.

Use of Estimates

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 and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has limited cash, no revenues, and an accumulated deficit since the inception of the Company. These factors indicate that the Company may be unable to continue in existence. The Company is currently putting business plans in place which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments related 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 existence.

NOTE 4 – VESSEL AND OTHER FIXED ASSETS

March 31, December 31,

2008 2007 Research Vessel “Weatherbird II” $ - $ 800,000 Marine Equipment - 23,306 - 823,306 Accumulated Depreciation - 35,745 Net Vessel & Equipment $ - $ 787,561

On February 28, 2008, the Company completed the sale of the Weatherbird II for cash proceeds of $1,000,000. As a result, the Company recorded a gain of $212,439 in discontinued operations.

NOTE 5 – Stockholders’ Equity Transactions

There were no equity transactions for the three months ended March 31, 2008.

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Solar Energy Limited

(A Development Stage Company)

Condensed Notes to the Consolidated Financial Statements

March 31, ~~2008~~2009

NOTE 63 – ~~Notes~~GOING ~~Payable - Related Party~~CONCERN

AThe ~~loan~~accompanying ~~from~~financial ~~Bay~~statements ~~Cove~~have ~~Investments,~~been ~~Ltd~~prepared assuming that the Company will continue as a going concern. As shown in the financial statements, athe ~~shareholder~~Company has limited cash, isno ~~uncollateralized~~revenues, ~~bears~~ ~~interest~~and atan 6%accumulated ~~per~~deficit ~~annum~~since ~~and~~the isinception ~~due~~of ~~upon~~$15,004,175. ~~demand~~These factors indicate that the Company may be unable to continue in existence. The Company ~~loan~~is ~~balance,~~currently ~~including~~putting ~~accrued~~business ~~interest~~plans ofin ~~$13~~place which will,~~218~~ if successful, atmitigate ~~April~~these ~~30,~~factors ~~2007~~which ~~was~~raise ~~$211,478~~substantial doubt about the Company’s ability to continue as a going concern. OnManagement’s ~~May~~plans includes the following: (1,) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; (3) establishing revenues from commercializing its project; and (4) obtaining loans and grants from various ~~2007~~financial institutions, ~~Bay~~where ~~Cove~~possible. ~~Investments,~~The ~~Ltd.~~financial ~~assigned~~statements ~~this~~do ~~loan~~not include any adjustments related to ~~Regal~~the RVrecoverability ~~Resorts~~and classification of recorded assets, ~~Inc~~or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence.

~~The~~NOTE ~~loan~~4 ~~from~~– ~~Regal~~Stockholders’ RVEquity Resorts, Inc., a shareholder, includes the $211,478 assignment of debt from Bay Cove Capital Corp., additional advances of $681,354, and a $371,500 repayment for a total owing of $521,332. Of this $521,332 loan, $97,511 is uncollateralized and bears no interest while $423,821 of the loan is uncollateralized and bears 6% per annum and is due upon demand. The accrued interest owing on this loan at March 31, 2008 and December 31, 2007 was $15,945 and $10,892, respectively.Transactions

~~NOTE~~There 7were –no ~~Debenture~~transactions ~~Payable~~for the three months ended March 31, 2009.

~~This~~NOTE ~~loan~~5 ~~bears~~– ~~interest~~Notes atPayable ~~10%~~- ~~per~~Related ~~year for a three year term, as of March 31, 2008, the carrying value of the debenture is the principal of $100,000 plus accrued interest of $16,939.~~Party

~~NOTE~~The 8loan –from ~~STOCK~~Regal ~~OPTIONS~~RV ~~AND~~Resorts, ~~WARRANTS~~Inc., a shareholder, as of December 31, 2008 was $376,521 of which $175,000 is uncollateralized and bears no interest while $201,521 of the loan is uncollateralized and bears 6% per annum and is due upon demand. The accrued interest owing on this loan at March 31, 2009 and December 31, 2008 was $30,719 and $27,738, respectively.

~~The~~NOTE ~~Company~~6 ~~did~~– ~~not~~Debenture ~~issue any new stock options or warrants in the quarter ended March 31, 2008.~~Payable

~~NOTE~~This 9loan –bears ~~DISCONTINUED~~interest ~~OPERATIONS~~at 10% per year for a three year term. Principal and interest may be converted into common shares of the Company at an average trading price of the previous 10 days once the holder has given the Company notice of conversion. Upon such notice, the maximum conversion price is $0.75 per common share. The holder of the debenture also had the right, at its option, to convert the principal and interest amount due into CO2 tons at any time prior to the end of the three year term, at a rate of one United States Dollar ($1.00) per CO2 ton, subject to Company’s ability to deliver such CO2 tons at the time of conversion. During 2008, Planktos Inc. discontinued operations thus eliminating the conversion option into CO2 tons and the market price of the Company’s common stock at year end was below the conversion price of $0.75.

InThe ~~December~~original ~~2007~~$100,000 ~~the~~debenture ~~Company’s~~was ~~majority~~discounted ~~owned~~by ~~subsidiary~~$29,551 ~~Planktos~~in ~~Corp.,~~order ~~suspended~~to ~~its~~reflect ~~Iron-Fertilization Prove-Out operations and initiated negotiations for~~ the ~~sale~~derivative portion of the ~~related~~note. ~~assets~~During ~~(See Note 1). Accordingly~~2008, this ~~business~~discount ~~component~~was ~~has~~amortized ~~been~~by ~~presented~~$18,739 asto ~~discontinued operations within~~ the ~~consolidated~~full ~~financial~~discounted ~~statements in~~derivative ~~accordance~~portion ~~with~~of ~~SFAS No. 144~~$29,551 “when ~~Accounting~~Planktos ~~for~~Inc. ~~the~~discontinued ~~Impairment or Disposal of Long-Lived Assets” and EITF 03-13~~operations. As ~~discussed~~of inMarch ~~Note~~31, 12009, ~~Planktos~~the ~~Corp~~Company ~~was~~owed ~~engaged~~$100,000 in ~~research~~principal ~~related to creation~~ and ~~sales~~accrued interest of ~~“Kyoto Protocol” certified emission reduction credits~~$29,184.

The loss from disposal of discontinued operations for the year ended December 31, 2007 includes Planktos operations of $2,841,810 and the recognition of previously recorded deferred revenues of $250,000 and provision for loss on contract of $967,500.

The loss on discontinued operations for the three months ended March 31, 2008 includes Planktos’ loss from operations of $331,318 and the recognition of a $212,439 gain from the sale of the Weatherbird II.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to March 31, 2008 the Company submitted 3,500,000 shares of its common stock for cancellation and return to authorized share capital in accord with a Release and Settlement Agreement with Russ George, the former CEO and owner of Planktos, Inc. dated February 22, 2008.

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Solar Energy Limited

(A Development Stage Company)

Condensed Notes to the Consolidated Financial Statements

March 31, 2009

NOTE 7 – STOCK OPTIONS AND WARRANTS

The Company did not issue any new stock options or share purchase warrants during the three months ended March 31, 2009.

NOTE 8 – DISCONTINUED OPERATIONS

In December 2007, the Company’s former minority owned subsidiary Planktos Corp.’s wholly owned subsidiary, Planktos Inc., suspended its Iron-Fertilization Prove-Out operations, and initiated negotiations for the sale of the related assets. Accordingly, this business component has been presented as discontinued operations within the consolidated financial statements in accordance with SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets” and EITF 03-13.

As of March 31, 2009 a cumulative loss of $5,090,953 has been recognized as a loss in discontinued operations.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly 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 report. Our fiscal year end is December 31. All information presented herein is based on the three month ~~period~~periods ended March 31, ~~2008~~2009.

Discussion and Analysis

The ~~following~~Company’s ~~discussion~~plan isof ~~subject~~operation tofor usthe ~~obtaining~~coming ~~sufficient~~year ~~financing~~is to ~~resume~~actively ~~our~~pursue ~~plan~~development ofstage ~~operation~~assets asand ~~all~~emerging ~~prior~~businesses ~~activities~~with ~~have~~which ~~either~~to ~~been~~merge ~~terminated~~ or ~~suspended~~ ~~pending financing~~acquire. ~~All~~We ~~references~~intend ~~made~~ to ~~research~~function as a business incubator for assets and ~~development~~businesses ~~operations~~that ~~relate~~focus toon ~~the~~(i) ~~activities~~cost-effective ofrenewable ~~our~~energy ~~subsidiaries~~sources orthat ~~other~~do ~~entities~~not ~~with~~threaten ~~which~~the weenvironment, ~~contract.~~and ~~All~~(ii) practical solutions to mitigate the effects of ~~our~~traditional ~~projects~~energy ~~have~~sources’ ~~been~~unintended ~~experimental~~consequences inconcerning ~~nature~~global ~~and~~climate ~~virtually~~change. ~~all~~We ofwill fund the ~~financing~~process ~~raised to~~of ~~date~~driving ~~has~~emerging ~~been~~technologies ~~either~~towards ~~allocated~~commercial toapplications through debt or ~~related~~equity toofferings ~~research~~tied ~~and~~to ~~the~~our ~~development~~common ~~activities~~stock.

~~Since~~We ~~1997~~have ~~the~~not ~~Company~~yet ~~has~~entered ~~focused~~into onany ~~innovative solutions for global issues related to water~~agreement, ~~energy~~nor ~~and~~do ~~pollution~~we ashave aany ~~research~~commitment ~~and~~or ~~development~~understanding ~~incubator~~to ofenter ~~(i)~~into ~~cost-effective~~or ~~renewable~~become ~~energy~~engaged ~~sources~~in ~~that~~any ~~do not threaten the environment~~transaction, ~~and~~as ~~(ii)~~of ~~practical solutions to mitigate~~ the ~~effects~~date of ~~traditional~~this ~~energy sources’ unintended consequences concerning global climate change~~filing.

~~Currently,~~The ~~our~~Company’s ~~primary~~plan ~~intention~~of isoperation toover ~~secure~~the ~~sufficient~~next ~~financing~~twelve tomonths ~~resume~~will ~~research~~require ~~and~~a ~~development~~minimum ~~activities that might demonstrate the pragmatic use~~ of ~~unproven~~$100,000 ~~solid~~to ~~state~~identify ~~nuclear~~a ~~fusion.~~suitable ~~While~~business ~~major~~opportunity ~~energy~~for ~~research~~development ~~organizations~~through ~~and~~merger ~~government~~or ~~agencies~~acquisition. ~~are~~Should ~~accelerating~~the ~~efforts~~Company decide to develop ~~new~~a ~~forms~~business ofopportunity ~~nuclear~~through ~~energy~~merger ~~only~~or ~~solid-state~~acquisition, ~~fusion~~our ~~offers~~funding ~~potentially limitless energy without~~requirements ~~radioactivity~~will ~~or nuclear waste~~change. ~~Our~~We ~~experiments~~will ~~with~~also ~~solid-state~~require ~~nuclear~~up ~~fusion~~to ~~indicate~~$1,000,000 to ussatisfy ~~that~~current ~~the~~amounts ~~Company~~payable. isFinancing ~~well positioned~~ to ~~ultimately~~meet ~~substantiate~~these ~~the~~cash ~~feasibility~~requirements ofis ~~commercializing~~not ~~solid-state~~currently ~~fusion~~available.

Cold Fusion

We intend to develop our solid state fusion program in Los Alamos, New Mexico, with scientists and engineers working toward the delivery of proprietary solid-state fusion aimed at entry level heat and energy applications for homes and industry. Solid-state fusion is a solid state, low temperature, non-radioactive nuclear reaction that fuses two heavy hydrogen nuclei into a helium atom and releases enormous amounts of heat. The technology is more widely recognized under the name “cold-fusion.”

Unlike the reactions in “cold-fusion,” we have in the past used more simple and reliable solid state processes more akin to high temperature super-conductor physics to produce and control radiation-free fusion reactions known as “LENR” or Low Energy Nuclear Reaction in the Solid State. In this most simple form of fusion, the process of LENR fuses two Deuterium atoms (heavy Hydrogen) that are contained and constrained under solid-state conditions fuse to form a single Helium-4 isotope (4He) but since the mass of one 4H atom is slightly less than two Deuterium atoms, each new helium atom created is accompanied by a release of energy. To put this into a more common perspective, under ideal conditions one gram of hydrogen fuel holds the equivalent to billions of watts (joules) of energy.

Our team in Los Alamos intends to develop working prototypes that can demonstrate LENR. We expect that these prototypes will be further tested and refined by outside research groups. Our ultimate goal is to produce heat and electricity at a fraction of today’s cost with zero harmful emissions.

First discovered in the 1930s then re-discovered and announced in 1989, this safe, low-cost technology seemed to answer all society's prayers for a clean and abundant new energy source. To some, however, it appeared to violate conventional physics and threaten entrenched energy industries, and it was for a time denounced as impossible. Now, after more than 17 years of painstaking research and experimentation, this enigmatic new phenomenon has finally given up enough secrets to allow development of laboratory applications. Upon completion of a consumer model, multi-kilowatt devices will be able to permeate society, enhancing the economy, environment, and self-sufficiency of countless nations around the globe. The Company is well aware of the controversy surrounding “cold fusion” efforts in the United States and abroad. However, we believe that there is sufficient global evidence that the risk/reward ratio merits our continued investment in the pursuit of this technology. In the event that we are able to advance our prototype technology to commercial application, such an advance could help solve much of the world’s energy, and pollution problems.

The Company’s plan of operation with respect to developing a cold fusion program will require $500,000 in new financing over the next twelve months which financing is not currently available.

Results of Operations

During the three ~~months~~month period ended March 31, ~~2008~~2009, the Company was focused on ~~resuming~~(i) ~~research~~pursuing ~~and~~financing ~~development~~commitments ~~activities~~for inits ~~connection~~plan ~~with~~of ~~cold fusion technologies~~operation, ~~discontinued~~(ii) ~~“iron-fertilization”~~continuing ~~prove~~the ~~out~~search ~~measures~~for ina ~~connection~~business ~~with~~opportunity ~~Planktos~~to ~~Corp.,~~develop ~~divested~~through ~~substantially~~merger ~~all~~or ofacquisition, ~~the assets of Planktos Corp.~~ and ~~pursued~~(iii) ~~financing~~satisfying ~~commitments~~continuous ~~for~~public ~~its~~disclosure ~~ongoing plan of operation~~requirements.

~~Net~~The ~~Losses For the period from January 5, 1994 to March 31, 2008 the~~ Company ~~recorded~~has anot ~~net~~generated ~~loss~~any ofrevenues ~~$15,669,105.~~from ~~Net~~inception ~~losses~~and ~~for~~has ~~the~~discontinued ~~three months ended March 31, 2008 were $294,581 as compared to $904,459 for the three months ended March 31, 2007~~operations. ~~The~~Since ~~decrease~~we inhave ~~net~~no ~~losses in the~~ current ~~period~~ability ~~can be attributed~~ to ~~the discontinuation of “iron-fertilization” prove out~~ ~~measures~~generate ~~that~~revenue, ~~decreased~~we ~~both general and administrative and research and development expenses in addition to relative inactivity in respect to our “cold fusion” research and development program. We~~ expect to ~~continue to~~ incur losses ~~over~~for the ~~next~~foreseeable ~~twelve months as the Company intends to resume its “cold fusion” research and development program and reconsiders objectives related to Planktos Corp~~future.

Net Losses

For the period from January 5, 1994 (inception) to March 31, 2009 the Company recorded a net loss of $15,004,175. Net losses for the three months ended March 31, 2009 were $25,485 as compared to $294,581 for the three months ended March 31, 2008. The decrease in net losses over the comparative three month periods can be attributed to the fall in general and administrative expenses as the result of our discontinuation of operations related to “iron fertilization” and “cold fusion”. We expect to continue to incur net losses over the next twelve months as we seek out another business opportunity for development through merger or acquisition.

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Capital Expenditures

During 2007 Planktos Corp., ~~the~~formerly ~~Company’s~~a majority owned subsidiary of the Company, purchased a research vessel for $800,000 which vessel was sold during ~~the current three month period ended March 31,~~ 2008 for $1,000,000. Otherwise, the Company has expended no significant amount on capital expenditures for the period from inception to March 31, ~~2008~~2009.

Income Tax Expense (Benefit)

The Company ~~has~~may have a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that could offset future operating profits.

Impact of Inflation

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

Liquidity and Capital Resources

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and stockholders’ equity. We have been funded since inception from public or private debt or equity placements or by major shareholders in the form of loans. All of our projects have been experimental in nature and virtually all of the financing raised to date has been either allocated for or related to general and administrative or research and the development activities.

~~Cash~~The ~~flow~~Company ~~used~~had ina ~~operating~~working ~~activities~~capital ~~was~~deficit of $81,~~790~~040,~~098~~842 ~~for~~as ~~the~~of ~~period from inception to~~ March 31, ~~2008.~~2009, ~~Cash~~up ~~flow~~from ~~used~~$1,015,357 inas ~~operating~~of ~~activities~~December ~~for~~31, ~~the~~2008. ~~three~~As ~~months ended~~of March 31, ~~2008~~2009 ~~was~~our ~~$608,175~~current asand ~~compared~~total toassets ~~cash~~were ~~flow~~$40,587, consisting ~~used~~of cash in ~~operating~~the ~~activities~~amount of $~~877~~2,~~374~~754 ~~for~~and ~~the~~a ~~three~~receivable ~~months~~related ~~ended March~~to ~~31,~~the ~~2007.~~sale ~~The~~of ~~decrease~~our interest in ~~cash~~Planktos ~~flow~~Corp. ~~used~~Our incurrent ~~operating~~liabilities ~~activities~~totaled in$1,081,429, ~~the~~which ~~current~~included ~~period~~a ~~was~~note ~~due~~payable ~~primarily~~ to a ~~decrease~~related inparty ~~general~~of ~~and~~$376,521, ~~administrative~~advances ~~expenses~~payable ~~and~~of ~~research~~$444,650, and ~~development~~accounts payable with accrued expenses of $100,355. inNet ~~addition~~stockholders' todeficit in the ~~decrease~~Company was in$1,040,842 ~~expenses~~as ~~incurred~~of byMarch ~~the~~31, ~~research~~2009, ~~vessel~~up ~~formerly~~from ~~owned~~$1,015,357 byat ~~Planktos~~December ~~Corp~~31, 2008.

Cash flow ~~provided~~used byin ~~investing~~operating activities was $39,~~039~~010,~~745~~973 for the period from inception to March 31, ~~2008~~2009. Cash flow ~~provided~~used byin ~~investing~~operating activities for the three months ended March 31, ~~2008~~ 2009 was $111,~~000,000~~099 as compared to ~~cash flow provided by investing activities of~~ $0608,175 for the three months ended March 31, ~~2007~~2008. ~~Cash~~The ~~flows~~decrease ~~provided~~in bycash ~~investing~~flow used in operating activities ~~can~~in bethe ~~attributed~~current period was due primarily to the ~~sale~~decrease ofin cash flow used in operating activities and the ~~research~~decrease ~~vessel~~in ~~formerly~~cash ~~owned~~flow used by discontinued ~~Planktos~~operating ~~Corp~~activities over the comparative periods.

Cash flow provided by ~~financing~~investing activities was $63,~~025~~040,~~395~~494 for the period from inception to March 31, ~~2008~~2009. Cash ~~used~~flow inprovided ~~financing~~by investing activities for the three months ended ~~ended~~ March 31, ~~2008~~2009 was $~~184,138~~0 as compared to cash flow provided by ~~financing~~investing activities of $~~725~~1,~~250~~000,000 for the three months ended March 31, ~~2007~~2008. Cash ~~flow~~flows ~~used~~provided inby ~~financing~~investing activities in the ~~current~~prior period can be attributed to the ~~repayment~~ sale of ~~related~~the ~~party~~research ~~loans~~vessel ~~and~~formerly ~~advances~~owned by Planktos Corp.

~~The~~Cash ~~Company~~flow ~~had~~provided aby ~~working~~financing ~~capital~~activities ~~deficit~~was of $~~827~~5,~~433 as of March 31~~973,233 ~~2008,~~for ~~down~~the period from ~~$1,342,027~~inception asto ofMarch ~~December~~ 31, ~~2007~~2009. AsCash ~~of March~~used ~~31,~~in ~~2008~~financing ~~our~~activities ~~total~~for ~~assets~~the ~~totaled~~three ~~$281,258~~months ~~and~~ended ~~our current assets totaled $276,538, consisting primarily of cash. As of~~ March 31, ~~2008~~2009 ~~our~~was ~~current liabilities totaled~~ $~~1,103,971,~~0 as ~~which~~compared ~~included a note payable~~ to acash ~~related~~used ~~party~~in ~~of $521,332,~~financing ~~advances~~activities ~~payable~~ of $~~384~~184,~~875,~~138 ~~and~~for ~~accounts~~the ~~payable~~three ~~with~~months ~~accrued~~ended ~~expenses~~March ~~of $176~~31,~~230~~ 2008. ~~Long~~Cash ~~term~~flow ~~liabilities~~used ~~totaled~~in ~~$116,939.~~financing ~~Net~~activities ~~stockholders' deficit~~ in the ~~Company~~prior ~~was~~period can ~~$939,652~~be asattributed ofto ~~March~~the ~~31,~~repayment ~~2008,~~of uprelated ~~from~~party ~~$711,191~~loans atand ~~December 31, 2007~~advances.

The Company’s current assets are insufficient to conduct our plan of operation over the next twelve months and we will have to seek additional debt or equity financing to fund operations. The Company has no current commitments or arrangements with respect to, or 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 would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. The Company’s inability to obtain funding has had a material adverse affect on our plan of operation and will continue to diminish our ongoing businesses.

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

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The Company’s current assets are insufficient to conduct its plan of operation over the next twelve months and we will have to seek additional debt or equity financing to fund operations. The Company has no current commitments or arrangements with respect to, or 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 would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. The Company’s inability to obtain funding has had a material adverse affect on our plan of operation and will continue to diminish our ongoing businesses.

The Company does not expect to pay cash dividends in the foreseeable future.

The Company had no lines of credit or other bank financing arrangements.

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company currently has no employees and has no plans to hire any employees in the near future.

Off Balance Sheet Arrangements

As of March 31, ~~2008~~2009, 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 isare material to stockholders.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, ~~2007~~2008 included in the Company’s Form 10-K, the Company discussed those accounting policies that are considered to be significant in determining the results of operations and our financial position. We believe that the accounting principles utilized by us conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

Minority Interests

The Company owns 53% of Planktos Corp. The 47% minority in the subsidiary is owned by various unrelated parties. The minority holders are not expected to make additional capital contributions.

Going Concern

The Company’s audit expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of recurring losses, lack of revenue-generating activities and an accumulated deficit of $15,374,524 as of December 31, 2007. Our accumulated deficit increased to $15,669,105 as of March 31, 2008. The Company’s ability to continue as a going concern is subject to our ability to obtain funding from outside sources. Management’s plan to address our ability to continue as a going concern, include: (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of our securities; (iii) generating revenues from the commercialization of its research and development projects; and (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 us to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

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Going Concern

The Company’s audit expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of recurring losses, lack of revenue-generating activities and an accumulated deficit of $14,978,690 as of December 31, 2008. Our accumulated deficit increased to $15,004,175 as of March 31, 2009. The Company’s ability to continue as a going concern is subject to our ability to obtain funding from outside sources. Management’s plan to address our ability to continue as a going concern, include: (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of our securities; (iii) generating revenues from the development of a business opportunity through acquisition or merger; and (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 us to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled ~~“Results~~Management’s Discussion and Analysis of ~~Operations”~~Financial Condition and ~~“Description~~Results of ~~Business”~~Operations, 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:

the sufficiency of existing capital resources;

our anticipated financial performance;

· our ability to raise additional capital to fund cash requirements for future operations;

uncertainties related to the development of our technologies;

the volatility of the stock market; and

· general economic conditions.

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.

Stock-Based Compensation

We have adopted ~~SFAS~~Financial Accounting Standards Board (“FASB”) No. 123 (revised 2004) (Statements of Financial Accounting Standards (“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 Securities and Exchange Commission (SEC) 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 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.

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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 the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.

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 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.

Recent Accounting Pronouncements

In ~~March~~November 2008, the FASB issued ~~SFAS~~EITF No. ~~161~~08-7, ~~which~~Accounting ~~amends~~for ~~and~~Defensive ~~expands~~Intangible ~~the~~Assets ~~disclosure~~(“EITF ~~requirements~~08-7”). ofEITF ~~SFAS~~08-07 ~~133~~applies to ~~provide~~all anacquired ~~enhanced~~intangible ~~understanding~~assets ofin anwhich ~~entity’s~~the acquirer does not intend to actively use ofthe ~~derivative~~assets ~~instruments,~~but intends ~~how~~to ~~they~~hold ~~are~~(lock ~~accounted~~up) ~~for~~the ~~under~~asset ~~SFAS~~to ~~133~~prevent ~~and~~its ~~their~~competitors ~~effect~~from onobtaining access to the ~~entity’s~~ ~~financial~~asset ~~position~~(a defensive asset), ~~financial~~assets ~~performance~~that ~~and~~the ~~cash~~acquirer ~~flows.~~will ~~The~~never ~~provisions~~actually ofuse, ~~SFAS~~as ~~161~~well ~~are~~as ~~effective~~assets ~~for~~that will be used by the acquirer during a transmission period ~~beginning~~when ~~after~~the ~~November~~intention ~~15,~~of ~~2008~~the acquirer is to discontinue the use of those assets. ~~The~~EITF ~~Company~~08-7 is ~~currently~~effective ~~reviewing~~as ~~the~~of ~~effect~~January 1, if2009. ~~any,~~The ~~that~~Company does not expect the adoption of ~~this~~EITF ~~statement~~08-7 ~~will~~to have a material impact on ~~our~~its consolidated financial statements.

In June 2008, the FASB issued Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB SFAS No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

In May, 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60 (“SFAS 163”). SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163 also clarifies how SFAS 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. SFAS 163 requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of SFAS 163 will improve the quality of information provided to users of financial statements. SFAS 163 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. SFAS 163 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 SFAS 163. 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 FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS 162 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:

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a. FASB 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

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

d. Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

The adoption of SFAS 162 will have no material effect on the Company’s financial condition or results of operations.

In March 2008, the FSAB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (SFAS No. 161). SFAS 161 changes the disclosure requirements for derivative instruments and 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 SFAS 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. SFAS 161 is intended to enhance the current disclosure framework in Statement 133. SFAS 161 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, SFAS 161 requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments. The adoption of SFAS 161 will have no material effect on the Company’s financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

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ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, 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”)). 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 that 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.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended March 31, ~~2008~~2009, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Legal proceedings were initiated by Mary Ruth Ladd against the Company, Planktos Corp. 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.

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ITEM 1A. RISK 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 the future trading price and/or the value of our securities.

Risks Related to the Company’s Business

The ~~company~~Company’s ability to continue as a going concern is in question

The Company’s auditors included an explanatory statement in Note 2 of their report of financial statements for the years ended December 31, ~~2007~~2008 and ~~2006~~2007, stating that there are certain factors which raise substantial doubt about the Company’s ability to continue as a going concern. These factors include a lack of revenue generating activities in place and losses since inception.

~~Our~~We ~~majority~~have ~~owned~~a ~~subsidiary~~history ~~Planktos~~of ~~Corp~~significant operating losses and such losses may continue in the future Since our inception in 1994, our operations have resulted in a continuation of losses and an accumulated deficit of $15,004,175 at March 31, 2009. The Company has ~~essentially~~never ~~suspended~~realized ~~all~~revenue from operations. We expect to continue to incur operating losses as we seek ways to identify additional business opportunities while maintaining operations and ~~its~~satisfying public disclosure obligations. Should we be unable to transition current losses to future profits by developing or acquiring a revenue producing business, our ability to ~~continue~~maintain isoperations inwill ~~doubt~~be severely compromised.

~~During~~Our ~~December~~business ofwill ~~2007,~~not ~~Planktos~~be ~~Corp.~~profitable ~~suspended~~in ~~“iron-fertilization” prove out efforts and commenced efforts to wind down its operations including~~ the ~~sale~~next oftwelve ~~assets and~~months ~~termination of employees. Planktos Corp.’s limited financial resources~~ and ~~absence~~may ofnever ~~ongoing~~be ~~business operations place its, and our own, ongoing operation in doubt~~profitable.

WeAll ~~have a history~~ of ~~significant~~our ~~operating~~research ~~losses~~ and ~~such~~development ~~losses~~operations ~~may~~are ~~continue~~currently insuspended ~~the~~and ~~future Since~~as ~~our~~such ~~inception~~we ~~in 1994, our operations~~ have ~~resulted~~no inexpectation ~~a continuation~~ of ~~losses~~realizing ~~and~~profitable anoperations ~~accumulated~~within ~~deficit~~the ~~which~~next ~~reached~~twelve ~~$15,669,105~~months ator ~~March 31, 2008~~ever. ~~The~~Any ~~Company~~possibility ~~has~~of ~~never~~future ~~realized~~profit ~~revenue~~ from operations. ~~We will continue to incur operating losses. Our only expectation of future profitability~~ is highly ~~dependent upon the success of our subsidiaries’ programs and research and development~~speculative. ~~Therefore, we may never be able to achieve profitability.~~

19The Company’s limited financial resources cast severe doubt on its ability to develop or acquire a profitable business opportunity.

~~Our~~The ~~business~~Company’s ~~will~~future ~~not~~operation ~~likely~~is bedependent upon the development or acquisition of a profitable inbusiness opportunity. However, the ~~next~~prospect ~~twelve~~of ~~months~~such development or acquisition is doubtful due to the Company’s limited financial resources. Further, due to the suspension of all research and development activities, the Company is not in a favorable position to improve its financial condition through debt or equity offerings. Ultimately, this limitation may ~~never~~cause beus ~~profitable~~to cease operations.

Our ~~research and development operations are either suspended or remain in the early development stage and as such we have~~ limited ~~expectation~~financial ofresources ~~realizing~~cast ~~profitable~~severe ~~operations~~doubt ~~within~~on ~~the~~our ~~next~~ability ~~twelve~~to ~~months~~pursue ~~or ever.~~our ~~Any~~business ~~possibility~~plan of ~~future~~incubating ~~profit~~new asbusiness ~~the result of our operations remains purely speculative~~opportunities.

WeThe ~~will~~Company’s ~~need~~future ~~additional~~operation ~~financing~~is todependent ~~fund~~upon ~~our~~its ~~businesses. We~~ability ~~will~~to ~~need~~realize ~~additional~~sufficient ~~capital~~financing to ~~resume~~incubate ~~our~~business ~~research~~opportunities ~~and~~through ~~development~~merger ~~operations~~or Inacquisition. ~~our~~We ~~efforts~~cannot tobe ~~raise~~certain ~~capital~~that orfinancing ~~obtain~~for ~~additional~~our ~~financing,~~intended wepurpose ~~may~~will be ~~obligated~~forthcoming. toOur ~~issue~~inability ~~additional~~to ~~shares~~finance ofnew ~~common~~business ~~stock~~opportunities orwill ~~warrants~~prevent orus ~~other~~from ~~rights~~developing toour ~~acquire~~business ~~common~~plan and ~~stock~~may onact ~~terms~~as ~~that~~a ~~will~~deterrent ~~result~~ in ~~dilution~~any ~~to existing~~future ~~shareholders~~negotiations orwith ~~place~~merger ~~restrictions~~or onacquisition ~~operations~~candidates. IfShould ~~adequate~~the ~~funds~~Company ~~are~~be ~~not~~unable ~~available~~to orrealize ~~are~~financing ~~not~~and ~~available~~develop onwhat ~~acceptable~~might ~~terms,~~become ~~our~~a ~~ability~~profitable tobusiness ~~fund~~opportunity, ~~our~~it ~~operations~~will, ~~would~~in all likelihood, be ~~significantly~~forced ~~limited~~to cease operations.

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Risks Related to the Company’s Stock

The Company will need to raise additional capital to fund operations which could adversely affect our shareholders

The Company will need to raise additional capital. However, we have no commitment from any source of financing to provide us with this necessary additional capital. Should we secure a commitment to provide us with capital such commitment may obligate us to issue additional shares of the Company’s common stock or warrants or other rights to acquire common stock which will result in dilution to existing shareholders. Nonetheless, if we are unable to obtain additional capital, then we will need to restrict or even cease operations, which action would adversely affect our shareholders.

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting 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 at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance. We incur significant legal, accounting and other expenses as a result of ~~being~~the ~~quoted~~Sarbanes-Oxley onAct of 2002, as well as related rules implemented by the ~~Over~~Commission, which control the ~~Counter~~corporate ~~Bulletin~~governance ~~Board~~practices of public companies. Compliance with these laws, ~~which~~rules and regulations, 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 increase in the future, as legislation affecting smaller 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.

We incur significant legal, accounting and other expenses as a result of being listed on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission has required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, 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 over financial reporting may not be considered effective in the future, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 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 effectiveness of our internal 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 of our financial reports, which in turn could cause our stock price to decline.

The Company does not pay dividends.

The Company does not pay dividends. We have not paid any dividends since inception and have no intention of paying any 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.

The Company will require additional capital funding.

There can be no guarantee that we will not require additional funds, either through additional equity offerings or debt placements, in order to expand our operations. Such additional capital may result in dilution to our current shareholders. Further, our ability to meet short-term and long-term financial commitments will depend on future cash. There can be no assurance that future income will generate sufficient funds to enable us to meet our financial commitments.

The Company’s shareholders may face significant restrictions on their stock.

The Company’s stock differs from many stocks in that it is a “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:

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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 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;

15g-1 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;

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

15g-3 which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

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

15g-5 which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6 which outlines that broker/dealers must send out monthly account statements; and

15g-9 which defines sales practice requirements.

Since the Company’s securities constitute a “penny stock” within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders 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, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. 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. Shareholders 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:

control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

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

excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 2426 of this Form 10-Q, and are incorporated herein by this reference.

2224

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SIGNATURES

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

Solar Energy Limited Date

/s/ ~~Nelson~~Michael ~~Skalbania~~ James Gobuty Date: May 20, ~~2008~~2009

~~Nelson~~Michael ~~Skalbania Chief~~James ~~Executive Officer, Chief Financial Officer, and Principal Accounting Officer~~Gobuty

23Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

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INDEX TO EXHIBITS

Exhibit Description

3(i) * Articles of Incorporation (incorporated by reference to the Company’s Form 10-SB filed with the Securities and Exchange Commission on January 28, 1999).

3(ii) * By-laws (incorporated herein by reference to the Company’s Form 10-SB filed with the Commission on January 28, 1999).

10(i) * Stock Purchase Agreement dated April 27, 2004 between Renewable Energy Limited, Los Alamos Renewable Energy , LLC, Renewable Energy Corporation and the Company (incorporated by reference to the Company’s Form 10-QSB filed with the Securities and Exchange Commission on August 24, 2004).

10(ii) * Acquisition Agreement with Planktos, Inc., dated August 10, 2005 (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 19, 2005).

10(iii) * Acquisition Agreement with D2Fusion Inc., dated August 18, 2005 (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 19, 2005).

10(iv) * Iron-Fertilization Prove-Out and Purchase Agreement with Planktos Corp. (formerly Diatom Corporation), dated August 18, 2005 (incorporated by reference to the Company's Form 8-K filed with the Commission on August 19, 2005).

10(v) * Consulting Agreement with Bay Cove Capital Corp. dated December 1, 2005 (incorporated by reference to the Company's Form 10-QSB filed with the Commission on August 12, 2007).

10(vi) * Securities Exchange Agreement and Plan of Exchange with Planktos Corp. (formerly Diatom Corporation) dated January 12, 2007 (incorporated by reference to the Company’s Form 8-K filed with the Commission on January 19, 2007).

10(vii) * Amendment to Consulting Agreement with Bay Cove Capital Corp. dated May 1, 2007(incorporated by reference to the Company's Form 10-QSB filed with the Commission on August 12, 2007).

10(viii) * Securities Exchange Agreement and Plan of Exchange with Enwin Resources, Inc. dated May 31, 2007 (incorporated by reference to the Company’s Form 8-K filed with the Commission on June 4, 2007).

10(ix) * Release and Settlement Agreement with Russ George dated February 22, 2008 (incorporated by reference to the Company’s Form 8-K filed with the Commission on March 21, 2008).

14 * Code of Ethics adopted March 30, 2004 (incorporated herein by reference to Form 10-KSB dated April 1, 2004).

21 * Subsidiaries (incorporated herein by reference to Form 10-K dated April 1415, ~~2008~~2009).

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

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 (attached).

* Incorporated by reference to previous filings of the Company.

2426

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Filing Compare · SOLAR ENERGY LTD