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~~June 3130, 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: 000-28429

PLANKTOS CORP.

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

68-0423301

(I.R.S. Employer

Identification No.)

73200 El Paseo, Ste #2H, Palm Desert, CA 92260

(Address of principal executive offices) (Zip Code)

(760) 773-1111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address 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 þ No o

At ~~May~~August 2014, 2009 the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 84,751,838.

TABLE OF CONTENTS

PART I. - FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS		3
		Condensed Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008 (audited)	4
		Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008 (audited)	4
		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 Operations for the three and six month periods ended June 30, 2009 and June 30, 2008 and the period from inception	5
		Unaudited Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2009 and March 31, 2008and the period from inception	6
		Unaudited Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2009 and June 30, 2008 and the period from inception	6
		Notes to Unaudited Condensed Consolidated Financial Statements	7
	ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		1214
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		1718
	ITEM 4T. Controls and Procedures		18
PART II. - OTHER INFORMATION
	ITEM 1. Legal Proceedings		18
	ITEM 1A. Risk Factors		18
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
	ITEM 3. Defaults upon Senior Securities		21
	ITEM 4. Submission of Matters to a Vote of Securities Holders		21
	ITEM 5. Other Information		21
	ITEM 6. Exhibits		21
	Signatures		22
~~Index to Exhibits~~	Index to Exhibits		23

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Planktos Corp., a Nevada 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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PLANKTOS CORP. (formerly Diatom Corporation) (A Development Stage Company) CONSOLIDATED BALANCE SHEETS
PLANKTOS CORP
					March 31,		December 31,
(formerly Diatom Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
					June 30,		December 31,
					2009		2008
					(Unaudited)
ASSETS
	CURRENT ASSETS
		Cash		$	52,~~574~~511	$	22,454
			Total Current Assets		52,~~574~~511		22,454
	OTHER ASSETS
		Net assets of discontinued operations			13		13
			Total Other Assets		13		13
	TOTAL ASSETS			$	52,~~587~~524	$	22,467
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable		$	6752,~~790~~480	$	73,351
		Advances payable – related parties			69100,~~444~~868		70,345
			Total Current Liabilities		~~137~~153,~~234~~348		143,696
		Net liabilities of discontinued operations			51,256		51,256
	STOCKHOLDERS' EQUITY (DEFICIT)
		Common stock, authorized 250,000,000 shares
		of $0.001 par value, issued and outstanding 84,751,838 at
		of $0.001 par value, issued and outstanding 84,751,838
		March 31, 2009 and 84,751,838 shares at December 31, 2008			84,752		84,752
		at June 30, 2009 and 84,751,838 shares at December 31, 2008			84,752		84,752
		Additional paid-in capital			3,671,624		3,671,624
		Deficit accumulated during development stage			(3,~~939~~958,~~279~~456)		(3,928,861)
			Total Stockholders' Equity (Deficit)		(~~182~~202,~~903~~080)		(172,485)
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
				$	52,~~587~~524	$	22,467

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

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PLANKTOS CORP. (formerly Diatom Corporation) (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
PLANKTOS CORP
								From Inception
(formerly Diatom Corporation)
								(February 11, 2005) to
(A Development Stage Company)
				For the Three Months Ended				March 31,
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS											From Inception
				March 31,				2009
											(February 11, 2005
				(Unaudited)				(Unaudited)
				For the Three Months Ended June 30,					For the Six Months Ended June 30,		to June 30, 2009)
				2009		~~2008~~	2008		2009	2008
REVENUES			$	-	$	-	$	-
				(Unaudited)			(Unaudited)		(Unaudited)	(Unaudited)	(Unaudited)
OPERATING EXPENSES
REVENUES				$ -			$ -		$ -	$ -	$ -
	Bad debt expense			-		-		32,876
OPERATING EXPENSES
	General and administrative			10,418		66,949		1,151,980
	Bad debt expense			-			-		-	-	32,876
	Research and development			-		-		-
	General and administrative			19,524			33,601		29,942	100,550	1,171,504
	Vessel operating expenses			-		-		-
		Total Operating Expenses		19,524			33,601		29,942	100,550	1,204,380
		Total Operating Expenses		10,418		66,949		1,184,856
LOSS FROM OPERATIONS				(19,524)			(33,601)		(29,942)	(100,550)	(1,204,380)
LOSS FROM OPERATIONS				(10,418)		(66,949)		(1,184,856)
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE)
	Other income			-			1,085		-	1,685	11,119
	Other income			-		600		11,119
	Other income- related party			-			-		-	-	61,000
	Other income- related party			-		-		61,000
	Interest income			-			-		-	3	3,522
	Interest income			-		3		3,522
	Interest expense			-			-		-	(7,000)	(73,715)
	Interest expense			-		(7,000)		(73,715)
		Total Other Income (Expense)		-			1,085		-	(5,312)	1,926
		Total Other Income (Expense)		-		(6,397)		1,926
NET LOSS BEFORE INCOME TAX				(19,524)			(32,516)		(29,942)	(105,862)	(1,202,454)
NET LOSS BEFORE INCOME TAX				(10,418)		(73,346)		(1,182,930)
INCOME TAX EXPENSE				-			-		-	-	-
INCOME TAX EXPENSE				-		-		-
NET LOSS FROM CONTINUING OPERATIONS				(19,524)			(32,516)		(29,942)	(105,862)	(1,202,454)
NET LOSS FROM CONTINUING OPERATIONS				(10,418)		(73,346)		(1,182,930)
GAIN (LOSS) ON DISCONTINUED OPERATIONS				347			(68)		347	(118,947)	(2,756,002)
LOSS ON DISCONTINUED OPERATIONS				-		(118,879)		(2,756,349)
NET LOSS				$ (19,177)			$ (32,584)		$ (29,595)	$ (224,809)	$ (3,958,456)
NET LOSS			$	(10,418)	$	(192,225)	$	(3,939,279)
NET LOSS PER SHARE, CONTINUING OPERATIONS				$ (0.00)			$ (0.00)		$ (0.00)	$ (0.00)	$ (0.03)
NET LOSS PER SHARE, CONTINUING
NET LOSS PER SHARE, DISCONTINUED OPERATIONS				$ (0.00)			$ (0.00)		$ (0.00)	$ (0.00)	$ (0.06)
OPERATIONS			$	(0.00)	$	(0.00)
NET LOSS PER SHARE, BASIC AND DILUTED				$ (0.00)			$ (0.00)		$ (0.00)	$ (0.00)	$ (0.08)
NET LOSS PER SHARE, DISCONTINUED
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING				84,751,838			84,751,838		84,751,838	84,751,838	48,070,215
OPERATIONS			$	(0.00)	$	(0.00)
NET LOSS PER SHARE, BASIC AND DILUTED			$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING					$
			$	84,751,838		84,751,838

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

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PLANKTOS CORP. (formerly Diatom Corporation) (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
PLANKTOS CORP
								From Inception (February 11, 2005) to
(formerly Diatom Corporation)
				For the Three Months Ended				March 31,
(A Development Stage Company)
				March 31,				2009
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS										From Inception
				(Unaudited)				(Unaudited)
											(February 11, 2005
				2009		2008
					For the Six Months Ended June 30,						to June 30, 2009)
CASH FLOWS FROM OPERATING ACTIVITIES:
					2009			2008
Net loss from continuing operations			$	(10,418)	$	(73,346)	$	(1,182,930)
					(Unaudited)			(Unaudited)			(Unaudited)
Adjustments to reconcile net loss to net cash
CASH FLOWS FROM OPERATING ACTIVITIES:
(used in) operating activities:
Net loss			$		(29,595)		$	(105,862)	$		(1,202,107)
	Depreciation			-		-		35,745
Adjustments to reconcile net loss to net cash
	Expenses paid through contribution of paid in capital			-		-		41,101
(Used) in operating activities:
	Increase (decrease) in accounts payable			(5,561)		(96,422)		163,228
	Depreciation				-			-			35,745
	Increase (decrease) in other liabilities			-		(3,242)		3,242
	Expenses paid through contribution of paid in capital				-			-			41,101
	Increase (decrease) in accrued interest payable			-		-		32,614
	(Increase) decrease in prepaid expense& misc receivable				-			4,720			-
	Net Cash (used in) Continuing Operating Activities			(15,979)		(173,010)		(907,000)
	Increase (decrease) in accounts payable				(20,871)			(100,437)			147,918
	Net Cash (used in) Discontinued Operating Activities			-		(331,318)		(3,001,415)
	Increase (decrease) in other liabilities				-			(3,242)			3,242
		Net Cash (used in) Operating Activities		(15,979)		(504,328)		(3,908,415)
	Increase (decrease) in accrued interest payable				-			-			32,614
CASH FLOWS FROM INVESTING ACTIVITIES:
	Net Cash (Used in) Continuing Operating Activities				(50,466)			(204,821)			(941,487)
	Acquisition of business			-		-		72,700
	Net Cash (Used in) Discontinued Operating Activities				-			(364,000)			(3,001,415)
	Discontinued operations			-		1,000,000		176,694
		Net Cash (Used in) Operating Activities			(50,466)			(568,821)			(3,942,902)
		Net Cash provided by Investing Activities		-		1,000,000		249,394
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
	Acquisition of business				-			-			72,700
	Issued common stock for cash			-		-		2,877,085
	Discontinued operations				-			1,000,000			176,694
	Affiliate receivable			-		(200)		5,824
		Net Cash (Used in) Investing Activities			-			1,000,000			249,394
	Affiliate payable			-		-		(5,824)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from payable - related party			-		-		1,589,750
	Issued common stock for cash				-			-			2,877,085
	Loan principal repayments			(901)		(400,000)		(329,817)
	Affiliate receivable				-			(200)			5,824
	Discontinued operations			-		-		(472,423)
	Affiliate payable				-			-			(5,824)
		Net Cash provided by (used in) Financing Activities		(901)		(400,200)		3,664,595
	Proceeds from payable - related party		30,523					-			1,620,273
NET INCREASE (DECREASE) IN CASH AND
	Loan principal repayments				-			-			(328,916)
CASH EQUIVALENTS				(16,880)		95,472		5,574
	Discontinued operations				-			(400,000)			(472,423)
CASH AT BEGINNING OF PERIOD				22,454		56,560		-
		Net Cash Provided by Financing Activities	30,523					(400,200)			3,696,019
CASH AT END OF PERIOD			$	5,574	$	152,032	$	5,574
NET INCREASE (DECREASE) IN CASH AND
SUPPLIMENTAL CASH FLOW INFORMATION
CASH EQUIVALENTS					(19,943)			30,979			2,511
	CASH PAID FOR:
CASH AT BEGINNING OF PERIOD					22,454			56,560			-
		Interest	$	-	$	-	$	-
CASH AT END OF PERIOD					$ 2,511			$ 87,539			$ 2,511
		Income taxes	$	-	$	-	$	-
SUPPLEMENTAL CASH FLOW INFORMATION
	CASH PAID FOR:
	Interest				$ -			$ -			$ -
	Income taxes				$ -			$ -			$ -

NON-CASH FINANCING AND INVESTING TRANSACTIONS:

During 2005, the Company issued 78,711,311 shares of common stock to satisfy debt of $997,010.

During 2006, the Company converted $99,541 of accounts payable - related party to loan payable - related party.

During 2007, the Company issued 50,000 shares of common stock for services provided by one of our directors valued at $46,000.

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

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PLANKTOS CORP.
(A Development Stage Company)

~~CONDE~~CONDENSED ~~NSED~~ NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2009

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

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

~~The~~On August 9, 2007 the Company ~~was~~purchased ~~engaged~~one inhundred percent of the ~~carbon~~issued ~~offset~~and ~~business~~outstanding ~~through~~shares ~~efforts~~of toPlanktos, ~~prove~~Inc. ~~out~~(“Planktos”) anfrom Solar Energy Limited (“~~iron-fertilization~~Solar”) in exchange for forty five million shares of its common stock to acquire the proprietary greenhouse emission technology associated with a CO2 sequestration process. Since the issuance of common stock to Solar represented control of the total shares of the Company’s common stock issued and outstanding immediately following the acquisition, Planktos was deemed for financial reporting purposes to have acquired the Company in a reverse acquisition that was accounted for as a recapitalization of the Company. The surviving entity reflected the assets and liabilities of Planktos and the Company at their historical book value. The issued common stock was that of the Company, the accumulated deficit was that of Planktos, and the statements of operations was that of the Company for the year ended December 31, 2007 and 2006 and cumulative amounts, plus that of Planktos from August 9, 2007 through December 31, 2007.

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

During the fourth quarter of 2007 Planktos’ “iron-fertilization” prove out program was suspended and its operations were discontinued. In the first quarter of 2008 Planktos terminated all employees, liquidated substantially all of its assets and closed its Foster City, California office. As of ~~March~~June 3130, 2009 a cumulative loss of $2,756,~~349~~002 has been recognized as a loss in discontinued operations.

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, 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~~six months ended ~~March~~June 3130, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

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PLANKTOS CORP.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The 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.

PLANKTOS CORP. (A Development Stage Company)

CONDE NSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES - Continued

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of ~~March~~June 3130, 2009, all of the Company’s cash was within federally insured limits.

Concentrations

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

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 ~~three~~six months ended ~~March~~June 3130, 2009 and fiscal year 2008, diluted net loss per share was the same as basic net loss per share as the common stock equivalents outstanding were considered anti-dilutive.

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~~June 3130, 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.

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PLANKTOS CORP.
(A Development Stage Company)

~~CONDE~~CONDENSED ~~NSED~~ NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES – Continued

Fair Value Measurements ~~- continued~~Continued

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 Company does not have any assets or liabilities measured at fair value on a reoccurring basis at March 31, 2009. The Company did not have any fair value adjustment as of March 31, 2009.

Going Concern

As shown in the accompanying financial statements, the Company had no revenues, a negative working capital of $~~182~~150,~~903~~837 and an accumulated deficit of $3,~~939~~958,~~279~~456 incurred through ~~March~~June 3130, 2009. 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary, Planktos, Inc. All significant intercompany balances and transactions have been eliminated.

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.

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PLANKTOS CORP.
(A Development Stage Company)

~~CONDE~~CONDENSED ~~NSED~~ NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES – Continued

Provision for Taxes Continued

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.

Recent Accounting Pronouncements

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.

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PLANKTOS CORP.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES – Continued

Recent Accounting Pronouncements Continued

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending December 31, 2009. This will not have an impact on the results of the Company.

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 $3,~~939~~958,~~279~~456. 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. Management’s 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 (43) obtaining loans and grants from various financial institutions, where possible. 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 – CAPITAL STOCK

Common Stock

There were no equity or stock option transactions for the ~~three~~six months ended ~~March~~June 3130, 2009.

~~Warrants~~11

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A summary of the Company’s warrants at March 31, 2009 and December 31, 2008 and the changes for 2009 are as follows:

		Weighted	Weighted
		Average	Average
	Warrants	Exercise	Remaining
	Outstanding	Price	Life
Balance, December 31, 2008	5,525,000	$ 0.32	.04
Issued	-	-	-
Expired	(5,525,000)	0.32	-
Balance March 31, 2009	-	$ -	-

PLANKTOS CORP.
(A Development Stage Company)

~~CONDE~~CONDENSED ~~NSED~~ NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2009

NOTE 4 – CAPITAL STOCK – Continued

Warrants

A summary of the Company’s warrants at June 30, 2009 and December 31, 2008 and the changes for 2009 are as follows:

		Weighted	Weighted
		Average	Average
	Warrants	Exercise	Remaining
	Outstanding	Price	Life

Balance, December 31, 2008	5,525,000	$ 0.32	.04
Issued	-	-	-
Expired	(5,525,000)	0.32	-

Balance June 30, 2009	-	$ -	-

NOTE 5 – RELATED PARTY TRANSACTIONS

During 2008 payments of $134,000 were paid to a former director for consulting services and $23,000 for repayment of short term loans. During 2008 $300,000 was paid to Solar Energy as repayment of loans payable – related party. During the first ~~three~~six months of 2009, $~~901~~3,848 was paid to Regal RV Resorts, Inc. as repayment of loans payable – related party.

During the first six months of 2009, $4,992 was loaned to the Company by Solar Energy Ltd. for administrative expenses.

During the first six months of 2009, $29,379 was loaned to the Company by Maidon Services Limited for administrative expenses.

NOTE 6 – DISCONTINUED OPERATIONS

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

As of ~~March~~June 3130, 2009 a cumulative loss of $2,756,~~349~~002 has been recognized as a loss in discontinued operations.

1112

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PLANKTOS CORP.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009

NOTE 7 – CONTROL RELATIONSHIP

Maidon Services Limited owns and controls voting power of approximately 53% of the Company’s issued and outstanding stock. The concentration of such a large percentage of the Company’s stock in the hands of one shareholder may have a disproportionate effect on the voting power of minority shareholders’ upon any and all matters presented to the Company’s shareholders.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through August 14, 2009.

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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 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 and six month ~~period~~periods ended ~~March~~June 3130, 2009.

Discussion and Analysis

The Company’s plan of operation for the coming year is to identify ~~and acquire~~ a favorable business opportunity ~~through~~for development, merger or acquisition. We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction,. asOur plan of ~~the~~operation will ~~date~~require a minimum of ~~this~~ ~~filing~~$100,000 over the next twelve months to maintain operations. Once the Company has determined to move forward with a specific business opportunity its funding requirements will most certainly change. The Company is currently without sufficient capital to maintain operations and relies on shareholders to satisfy minimal operational expenses.

The Company’s plan of operation over the next twelve months will require a minimum of $100,000 to identify a suitable business opportunity for development through merger or acquisition. Should the Company decide to develop a business opportunity through merger or acquisition, our funding requirements will change. Financing to meet this cash requirement is not currently available. The Company has been funded since inception from public or private debt or equity placements or by major shareholders in the form of loans. Substantially all of the capital raised to date has been allocated in some manner to a prove-out of our suspended “iron fertilization” program.

Results of Operations

During the ~~three~~six month period ended ~~March~~June 3130, 2009 the Company was focused on (i) pursuing financing commitments ~~for~~to ~~its~~maintain ~~plan of operation~~operations, (ii) ~~beginning~~ the search for a specific business opportunity ~~to develop through merger or acquisition~~, and (iii) satisfying continuous public disclosure requirements.

The Company has not generated ~~any~~ revenues since inception. ~~Since we have no current ability to generate revenue, we expect to continue to incur losses for the foreseeable future.~~

Net Losses For the period from inception until ~~March~~June 3130, 2009 the Company incurred a net loss of $3,~~939~~958,~~279~~456. Net losses for the ~~three~~six month period ended ~~March~~ 31June 30, 2009 were $1029,~~418~~942 as compared to $~~192~~105,~~225~~862 for the ~~three~~six month period ended ~~March~~June 3130, 2008. The ~~Company’s~~decrease in net losses incan ~~the~~be ~~current~~attributed ~~period~~to ~~are~~a ~~attributable~~decline toin general and administrative expenses ~~while losses~~ in the ~~former~~current ~~period~~six ~~are~~month ~~primarily attributable to discontinued operations~~period. General and administrative expenses include accounting expenses, professional fees, consulting fees, and costs associated with the preparation of disclosure documentation. We expect to continue to incur losses over the next twelve months as the Company seeks out ~~another~~a favorable business opportunity for development, ~~through~~ merger or acquisition.

Income Tax Expense (Benefit)

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

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Impact of Inflation

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

Capital Expenditures During the year ended December 31, 2007 the Company expended approximately $800,000 on a research vessel and research equipment which was sold during the year ended December 31, 2008 for $1,000,000. Otherwise, we have expended no significant amounts on capital expenditures for the period from inception to March 31, 2009.

The Company has expended no significant amounts on capital expenditures for the period from inception to June 30, 2009 except for an expenditure of approximately $800,000 on a research vessel in 2007 that has since been sold.

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. The Company had a working capital deficit of $~~131~~150,~~660~~837 as of ~~March~~June 3130, 2009. Our assets consisted of $52,~~574~~511 in cash and $13 in net assets of discontinued operations. Our current liabilities were $~~137~~153,~~234~~348 consisting of advances payable to related parties and accounts payable. Our net liabilities from discontinued operations were $51,256. Total stockholders' deficit in the Company was $~~182~~202,~~903~~080 as of ~~March~~June 3130, 2009.

Cash flow used in operating activities was $3,~~908~~942,~~415~~902 for the period from inception to ~~March~~June 3130, 2009. Cash flow used in operating activities for the ~~three~~six month period ended ~~March~~June 3130, 2009 was $1550,~~979~~466 as compared to $~~504~~568,~~328~~821 for the ~~three~~six month period ended ~~March~~June 3130, 2008. The decrease in cash flow used in operating activities over the comparable periods is due primarily to the discontinuation of our previous operating activities.

Cash flow provided by investing activities was $249,394 for the period from inception to ~~March~~June 3130, 2009. There was no cash flow provided by investing activities for the ~~three~~six month period ended ~~March~~June 3130, 2009 as compared to $1,000,000 for the ~~three~~six month period ended ~~March~~June 3130, 2008 that can be attributed to the sale of our research vessel and related equipment.

Cash flow provided by financing activities was $3,~~664~~696,~~595~~019 for the period from inception to ~~March~~June 3130, 2009. Cash flow used in financing activities for the ~~three~~six month period ended ~~March 31~~June 30, 2009 was $~~901~~ 30,523 as compared to cash flow used in financing activities of $400,200 for the ~~three~~six month period ended ~~March~~June 3130, 2008. Cash flow ~~used~~provided inby financing activities in the current periods can be ~~primarily~~ attributed to ~~loan~~shareholder ~~repayments~~loans.

The Company’s current assets are insufficient to conduct our plan of operation over the next twelve months and we will have to seek 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 may provide a 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 efforts.

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~~June 3130, 2009. The Company has no defined benefit plan or contractual commitment with any of its officers or directors as of ~~March~~June 3130, 2009.

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The Company has no 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~~June 3130, 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 are material to stockholders.

Going Concern

The Company’s auditors have expressed an opinion as to our ability to continue as a going concern as a result of an accumulated deficit of $3,928,861 as of December 31, 2008, which increased to $3,~~939~~958,~~279~~456 as of ~~March~~June 3130, 2009. Our ability to continue as a going concern is subject to the ability of the Company to obtain the necessary funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of securities; (iii) establishing revenues from a suitable business opportunity; (iv) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

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

The statements contained in the section titled Management’s Discussion and Analysis of Financial Condition and Results of 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 ability to raise additional capital to fund cash requirements for future operations;

uncertainties related to the Company’s future business prospects;

the ability of the Company to generate revenues to fund future operations;

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.

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Stock-Based Compensation

WeOn ~~have~~January 1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the 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. 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.

The Company has no outstanding stock options or related stock option expense as of March 31, 2009.

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 ~~November~~June ~~2008~~2009, the ~~Emerging~~Financial ~~Issues~~Accounting ~~Task~~Standards ~~Force~~Board (“~~EITF~~FASB”) issued ~~Issue~~SFAS No. ~~08-7,~~167 ~~Accounting~~Amendments ~~for~~to ~~Defensive~~FASB ~~Intangible~~Interpretation ~~Assets~~No. (~~EITF 08-7~~46R). ~~EITF~~SFAS ~~08-07~~167 ~~applies~~is toa ~~all~~revision ~~acquired~~of ~~intangible~~FASB ~~assets~~Interpretation inNo. ~~which~~46(R), ~~the~~Consolidation ~~acquirer~~of ~~does~~Variable Interest ~~not~~Entities, ~~intend~~and tochanges ~~actively~~how ~~use~~a ~~the~~company ~~assets~~determines ~~but~~when ~~intends~~an ~~to hold~~entity ~~(lock~~that ~~up)~~is ~~the~~insufficiently ~~asset~~capitalized toor ~~prevent~~is ~~its~~not ~~competitors~~controlled ~~from~~through ~~obtaining~~voting ~~access~~(or tosimilar ~~the~~rights) ~~asset~~should (abe ~~defensive~~consolidated. ~~asset),~~The ~~assets~~determination ~~that~~of ~~the~~whether ~~acquirer~~a ~~will~~company ~~never~~is ~~actually~~required ~~use,~~to asconsolidate ~~well~~an asentity ~~assets~~is ~~that~~based ~~will~~on, beamong ~~used~~other bythings, ~~the~~an ~~acquirer~~entity’s ~~during~~purpose and design and a ~~transmission~~company’s ~~period~~ability ~~when~~to direct the ~~intention~~activities of the ~~acquirer~~entity that is tomost ~~discontinue~~significantly impacts the entity’s ~~use~~economic ofperformance. ~~those~~SFAS ~~assets~~No. ~~EITF~~167 ~~08-7~~ is effective asat the start of a company’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, ~~2009~~2010. The Company ~~does~~is ~~not~~currently ~~expect~~unable ~~the~~to ~~adoption~~determine ofwhat ~~EITF~~impact ~~08-7~~the tofuture ~~have~~application aof ~~material~~SFAS ~~impact~~No. 167 may have on its consolidated financial statements.

In June ~~2008~~ 2009, the FASB issued ~~FASB~~SFAS ~~Staff~~No. ~~Position EITF 03-6-1~~166, ~~Determining~~Accounting ~~Whether~~for ~~Instruments~~Transfers ~~Granted~~of inFinancial ~~Share~~Assets-~~Based~~ ~~Payment~~an ~~Transactions~~Amendment ~~Are~~to ~~Participating~~FASB ~~Securities,~~Statement ~~(“FSP~~No. ~~EITF~~140. ~~03-6-1”)~~SFAS No. ~~FSP~~166 ~~EITF~~is ~~03-6-1~~a ~~addresses~~revision ~~whether~~to ~~instruments~~SFAS ~~granted~~No. in140, ~~share-based~~Accounting ~~payment~~for Transfers and Servicing of ~~transactions~~Financial ~~are~~Assets ~~participating~~and ~~securities~~Extinguishments ~~prior~~of ~~to vesting~~Liabilities, and ~~therefore~~will ~~need~~require tomore beinformation ~~included~~about intransfers ~~the~~of ~~computation~~financial ofassets, ~~earnings~~including ~~per~~securitization ~~share~~transactions, ~~under~~and ~~the~~where ~~two-class~~companies ~~method~~have ascontinuing ~~described~~exposure into ~~FASB~~the ~~Statement~~risks ofrelated ~~Financial~~to ~~Accounting~~transferred ~~Standards~~financial (“assets. SFAS”) No. ~~128,~~ ~~“Earnings~~166 ~~per~~eliminates ~~Share.”~~the ~~FSP~~concept ~~EITF~~of ~~03-6-1~~a is“qualifying ~~effective~~special ~~for~~purpose ~~financial~~entity,” ~~statements~~changes ~~issued~~the requirements for ~~fiscal~~derecognizing ~~years~~financial ~~beginning~~assets, onand orrequires ~~after~~additional ~~December 15,~~disclosures. ~~2008~~SFAS ~~and~~No. ~~earlier~~166 ~~adoption~~ is ~~prohibited.~~effective Weat ~~are~~the ~~not~~start ~~required~~of toa ~~adopt~~company’s ~~FSP~~first ~~EITF~~fiscal ~~03-6-1;~~year ~~neither~~beginning doafter weNovember ~~believe~~15, ~~that~~2009, ~~FSP~~or ~~EITF~~the ~~03-6-~~Company’s fiscal year beginning January 1, ~~would~~2010. ~~have~~The ~~material~~Company ~~effect~~is oncurrently ~~our~~unable ~~consolidated~~to ~~financial~~determine ~~position~~what ~~and~~impact ~~results~~the future application of ~~operations~~SFAS ifNo. ~~adopted~~166 may have on its consolidated financial statements.

In May, ~~2008~~2009, the FASB issued SFAS No. ~~163~~165, ~~Accounting~~Subsequent ~~for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No~~Events. ~~60 (~~SFAS ~~163)~~No. ~~SFAS~~165 ~~163~~is ~~requires~~intended ~~that~~to ~~an insurance~~establish ~~enterprise~~general ~~recognize~~standards aof ~~claim~~accounting ~~liability~~for ~~prior~~and todisclosure anof ~~event~~events ofthat ~~default~~occur ~~(insured~~after ~~event)~~the ~~when~~balance ~~there~~sheet isdate ~~evidence~~but ~~that~~before ~~credit~~the ~~deterioration~~financial ~~has~~statements ~~occurred~~are inissued anor ~~insured~~are available ~~financial~~to ~~obligation~~be issued. SFAS ~~163~~No. ~~also~~165 ~~clarifies~~requires ~~how~~the ~~SFAS~~disclosure 60of ~~applies~~the todate ~~financial~~through ~~guarantee~~which ~~insurance~~an ~~contracts,~~entity ~~including~~has ~~the~~evaluated ~~recognition~~subsequent events and ~~measurement~~the tobasis befor ~~used~~that todate ~~account~~– ~~for~~that ~~premium~~is, ~~revenue~~whether ~~and~~that ~~claim liabilities.~~date ~~Those~~represents ~~clarifications~~the ~~will~~date ~~increase~~the ~~comparability in~~ financial ~~reporting~~statements ofwere ~~financial~~issued ~~guarantee~~or ~~insurance~~were ~~contracts~~available byto ~~insurance~~be ~~enterprises~~issued. ~~SFAS~~The ~~163~~disclosure ~~requires~~is ~~expanded~~intended ~~disclosures~~to ~~about~~alert ~~financial~~all ~~guarantee~~users ~~insurance~~of ~~contracts.~~financial ~~The~~statements ~~accounting~~that ~~and~~an ~~disclosure~~entity ~~requirements~~has ofnot ~~SFAS~~evaluated ~~163~~subsequent ~~will~~events ~~improve~~after the ~~quality~~date ofin ~~information~~the ~~provided~~set ~~to users~~ of financial statements being presented. SFAS ~~163~~No. is165 is effective for ~~financial statements~~interim ~~issued~~and ~~for~~annual ~~fiscal~~periods ~~years~~ending ~~beginning~~ after ~~December~~June 15, ~~2008~~2009, ~~and~~or ~~all interim periods within those fiscal years, except for some disclosures about~~ the ~~insurance enterprise~~Company’s ~~risk-management~~fiscal ~~activities.~~quarter ~~SFAS~~beginning ~~163~~July ~~requires~~1, ~~that~~2009. ~~disclosures~~The ~~about~~Company ~~the~~does ~~risk-management~~not ~~activities~~believe ofthat the ~~insurance~~implementation ~~enterprise be effective for the first period (including interim periods) beginning after issuance~~ of SFAS ~~163~~No. ~~Except~~ ~~for~~165 ~~those disclosures, earlier application is not permitted. The adoption of SFAS 163~~ will have noa material ~~effect~~impact on ~~the~~its ~~Company’s~~consolidated financial ~~condition or results of operations~~statements.

1617

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In May, 2008, the FASB issued SFAS No. 162, The Heirarchy of Generally Accepted Accounting Principles (SFAS 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:

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 FASB 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 SFAS 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.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of ~~March~~June 3130, 2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

During the period ended ~~March~~June 3130, 2009 there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Legal proceedings were initiated by Mary Ruth Ladd against the Company, Solar Energy Limited, 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.

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.

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

Our independent public accounting firm has issued a report on our consolidated financial statements for the years ended December 31, 2008 and 2007 that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that our significant operating losses and negative working capital raise substantial doubt about our ability to continue as a going concern.

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

Since the beginning or our development stage, our operations have resulted in a continuation of losses and an accumulated deficit which reached $3,~~939~~958,~~279~~456 as of ~~March~~June 3130, 2009. The Company has never realized revenue from operations. We will continue to incur operating losses as we maintain our search for a suitable business opportunity and satisfy our ongoing disclosure requirements with the Commission. Such continuing losses could result in a decrease in share value.

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

The Company’s future operation is dependent upon the acquisition of a profitable business opportunity. However, the prospect of such an acquisition is doubtful due to the Company’s limited financial resources. Since we have no current business opportunity, the Company is not in a position to improve this financial condition through debt or equity offerings. Therefore, this limitation may act as a deterrent in future negotiations with prospective acquisition candidates. Should we be unable to acquire a profitable business opportunity the Company will, in all likelihood, be forced to cease operations.

The Company will require additional capital funding.

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

Corporate control lies in the hands of one shareholder.

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.

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The Company does not pay cash dividends.

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

We incur 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 the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and 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.

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’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:

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;

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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.

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 23 of this Form 10-Q, and are incorporated herein by this reference.

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SIGNATURES

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

Planktos Corp.	Date
/s/ Michael James Gobuty By: Michael James Gobuty Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director	May 20, 2009
/s/ Michael Jame Gobuty By: Michael James Gobuty Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director	August 14, 2009

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INDEX TO EXHIBITS

Exhibit Description

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

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

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

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

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

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

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

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

14* Code of Ethics adopted April 1, 2008 (incorporated herein by reference to Form 10-K dated April 29, 2008).

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.

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Filing Compare · Solar Gold Ltd