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 June 30, 2010.~~

For the quarterly period ended September 30, 2010.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

toCommission file number: 001-14791

.SOLAR ENERGY LIMITED

~~Commission file number: 001-14791 SOLAR ENERGY LIMITED~~ (Exact name of registrant as specified in its charter)

Delaware	76-0418364
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Delaware

(State or other jurisdiction of

incorporation or organization)

76-0418364

(I.R.S. Employer

Identification No.)

73200 El Paseo, Ste #2H, Palm Desert, CA 92260 ~~(Address of principal executive offices) (Zip Code)~~

(~~760)~~Address ~~773-1111 (Registrant’s~~of ~~telephone~~principal ~~number,~~executive ~~including~~offices) (Zip ~~area code~~Code)

(760) 773-1111

(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) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. ~~Yesþ~~Yes ~~Noo~~þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yeso~~Yes ~~Noþ~~o 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ~~Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o Accelerated ~~whether~~filer ~~the~~o Non-accelerated ~~registrant~~filer iso Smaller areporting ~~shell~~ company ~~(as defined in Rule 12b-2 of the Exchange Act). Yesþ Noo~~þ

Indicate ~~the~~by ~~number~~check ofmark ~~shares~~whether ~~outstanding of each of~~ the ~~issuer’s~~registrant ~~classes~~is ofa ~~common~~shell ~~stock,~~company (as ofdefined ~~the~~in ~~latest~~Rule ~~practicable~~12b-2 ~~date. The number~~ of ~~shares outstanding of~~ the ~~issuer’s~~Exchange ~~common stock, $0~~Act).~~0001~~ ~~par~~Yes ~~value~~þ No ~~(the only class of voting stock), at August 13, 2010, was 18,423,309.~~o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’s common stock, $0.0001 par value (the only class of voting stock), at December 21, 2010, was 18,423,309.

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009	4
	Unaudited Interim Consolidated Statements of Operations for the three and six month
	periods ended June 30, 2010 and 2009 and the period from inception (January 5, 1994)	5
	Unaudited Interim Consolidated Statements of Cash Flows for the six month periods
	ended June 30, 2010 and 2009 and the period from inception (January 5, 1994)	6
	Condensed Notes to the Interim Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4T.	Controls and Procedures	17
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.	(Removed and Reserved)	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
Signatures		22
Index to Exhibits		23

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

~~ITEM~~Item 1. Financial Statements...................................................................................................... 3

~~FINANCIAL~~ Consolidated ~~STATEMENTS~~Balance Sheets as of September 30, 2010 (unaudited) and

As December ~~used herein~~31, ~~the terms “Company,” “we,” “our,” and “us” refer to Solar Energy Limited, a Delaware corporation, unless otherwise indicated~~2009. In the opinion of management, the accompanying 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~~..................................................................................................... 4

3 Unaudited Interim Consolidated Statements of Operations for the three and nine month

SOLAR ENERGY LIMITED
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
		June 30,			December 31,
		2010			2009
		(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	446		$	15
TOTAL ASSETS	$	446		$	15
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	114,837		$	122,977
Accrued interest - related party		47,541			40,453
Advances payable		469,094			459,342
Note payable to related party		441,485			406,446
Debenture payable		100,000			100,000
Accrued interest		39,657			34,657
TOTAL CURRENT LIABILITIES		1,212,614			1,163,875
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, 50,000,000 shares authorized; $0.0001 par
value, 18,423,309 issued and outstanding		1,842			1,842
Additional paid-in capital		13,961,491			13,961,491
Accumulated deficit during development stage		(15,175,501	)		(15,127,193	)
TOTAL STOCKHOLDERS' DEFICIT		(1,212,168	)		(1,163,860	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	446		$	15

periods ended September 30, 2010 and 2009 and

~~The~~ the ~~accompanying~~period ~~condensed~~from ~~notes~~inception ~~are~~(January an5, ~~integral part of these consolidated financial statements~~1994)................................................................. 5

4 Unaudited Interim Consolidated Statements of Cash Flows for the nine month periods

SOLAR ENERGY LIMITED
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
											From Inception
											(January 5,
		Three Months Ended				Six Months Ended					1994) through
		June 30,		June 30,		June 30,		June 30,			June 30,
		2010		2009		2010		2009			2010
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
REVENUES	$	- $		- $		- $		-		$	-
General and administrative		21,570		28,875		26,470		43,394			6,355,016
Research and development		-		-		-		-			2,671,638
Impairment of patents		-		-		-		-			39,648
Impairment of goodwill		-		-		-		-			14,118
TOTAL EXPENSES		21,570		28,875		26,470		43,394			9,080,420
LOSS FROM OPERATIONS		(21,570	)	(28,875	)	(26,470	)	(43,394	)		(9,080,420	)
OTHER INCOME (EXPENSES)
Other income		-		-		-		-			349,886
Financing costs		-		-		-		-			(1,477,800	)
Gain (loss) on investments		-		-		-		-			17,200
Gain (loss) on sale or disposal of assets		-		-		-		-			(10,867	)
Gain (loss) on derivative instrument		-		-		-		-			29,551
Gain on forgiveness of debt		-		-		-		-			172,227
Interest income (expense), net		(11,039	)	(11,133	)	(21,838	)	(22,099	)		(175,485	)
Amortization of discount on debenture payable		-		-		-		-			(29,551	)
Gain (loss) on sale of subsidiary		-		-		-		-			120,711
TOTAL OTHER INCOME (EXPENSE)		(11,039	)	(11,133	)	(21,838	)	(22,099	)		(1,004,128	)
LOSS FROM CONTINUING OPERATIONS		(32,609	)	(40,008	)	(48,308	)	(65,493	)		(10,084,548	)
DISCONTINUED OPERATIONS
Gain (Loss) on discontinued operations		-		-		-		-			(5,090,953	)
NET INCOME (LOSS)	$	(32,609	) $	(40,008	) $	(48,308	) $	(65,493	)	$	(15,175,501	)
NET INCOME (LOSS) PER COMMON SHARE,
CONTINUING OPERATIONS, BASIC AND DILUTED		0.00		0.00		0.00		0.00
NET INCOME (LOSS) PER COMMON SHARE,
DISCONTINUED OPERATIONS, BASIC		0.00		0.00		0.00		0.00
NET INCOME (LOSS) PER COMMON SHARE,
DISCONTINUED OPERATIONS, DILUTED		0.00		0.00		0.00		0.00
NET INCOME (LOSS) PER COMMON SHARE, BASIC		0.00		0.00		0.00		0.00
NET INCOME (LOSS) PER COMMON SHARE, DILUTED		0.00		0.00		0.00		0.00
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING, BASIC		18,423,309		18,423,309		18,423,309		18,423,309
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING, DILUTED		18,423,309		18,423,309		18,423,309		18,423,309
The accompanying condensed notes are an integral part of these consolidated financial statements.
5

ended September 30, 2010 and 2009 and the period from inception (January 5, 1994) 6

SOLAR ENERGY LIMITED
(A Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
									From Inception
									(January 5,
									1994	)
			Six Months Ended						through
		June 30,				June 30,			June 30,
		2010				2009			2010
		(Unaudited)				(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(48,308		)	$	(65,493	)	$	(10,084,548	)
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			-			-			29,551
Bad debt			-			-			287,833
Stock issued for services			-			-			856,851
Services for pre-paid expense			-			-			169,165
(Gain) Loss on derivative			-			-			(29,551	)
Stock issued for R&D expenses			-			-			439,900
Loss on sale of assets			-			-			10,867
Gain on investments			-			-			(17,199	)
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			-			-			14,118
Minority interest			-			-			(123,856	)
(Increase) decrease in:			-			-			66,120
Other receivable			-			-			(37,794	)
Deposits			-			-			(24,883	)
Prepaid expenses			-			-			22,500
Increase (decrease) in:
Accounts payable and bank overdraft		(8,140		)		20,336			346,477
Accrued expenses and other current liabilities		21,840				22,098			334,581
Deferred revenues			-			-			250,000
Minority interest			-			-			66,120
Net cash used by continuing operating activities		(34,608		)		(23,059	)		(6,052,549	)
Net cash used by discontinued operating activities			-			-			(3,025,696	)
Net cash used by operating activities		(34,608		)		(23,059	)		(9,078,245	)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Cash acquired from sale of subsidiary			-			-			180,000
Cash acquired from subsidiary			-			-			3,221,116
Cash paid to subsidiary			-			-			(107,568	)
Cash paid to Renewable Energy Corporation and Sunspring, Inc.			-			-			(2,076	)
Cash paid for patent costs			-			-			(106,318	)
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	)
Discontinued operations			-			-			1,000,749
Net cash provided by investing activities			-			-			3,040,494
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Issued stock for cash			-			-			3,917,469
Cash received from related party notes payable and advances		35,039				9,386			1,755,307
Cash repaid to related party notes payable and advances			-			-			(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	)
Discontinued operations			-			-			(100,000	)
Net cash provided (used) by financing activities		35,039				9,386			6,038,197
NET INCREASE (DECREASE) IN CASH			431			(13,673	)		446
CASH, BEGINNING OF PERIOD			15			13,853			-
CASH, END OF PERIOD		$	446		$	180		$	446
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		$	-		$	-		$	17,195
Income taxes paid		$	-		$	-		$	-

Condensed Notes to the Interim Consolidated Financial Statements.............................. 7

~~The~~Item ~~accompanying~~2. Management's ~~condensed~~Discussion ~~notes~~and ~~are~~Analysis anof ~~integral~~Financial ~~part~~Condition ofand ~~these~~Results ~~consolidated~~of ~~financial statements.~~Operations 14

6Item 3. Quantitative and Qualitative Disclosures about Market Risk.......................................... 18

~~SOLAR~~Item ~~ENERGY~~4. Controls ~~LIMITED~~and (AProcedures................................................................................................ ~~Development Stage Company)~~18

~~Condensed~~PART ~~Notes~~II to– ~~the~~OTHER ~~Interim Consolidated Financial Statements June 30, 2010~~INFORMATION

~~NOTE~~Item 1. Legal –Proceedings.......................................................................................................... ~~DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION~~19

~~Solar~~Item ~~Energy~~1A. ~~Limited~~Risk ~~(the “Company”) is a development stage Company and is currently focusing its attention on raising capital in order to pursue its goals.~~Factors 19

~~The~~Item ~~Company was originally incorporated as Taurus Enterprises, Inc~~2. Unregistered ~~under~~Sales ~~the laws the State~~ of ~~Delaware~~Equity onSecurities ~~January~~and 5,Use ~~1994. In August~~ of ~~1996, the Company merged with Salvage World, Inc~~Proceeds.~~, 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 Solar Energy Limited, a Delaware corporation organized on July 24, 1997, and changed 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~~................................... 19

~~These~~Item 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-K3. Defaults ~~They~~upon ~~may~~Senior 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, 2009 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 six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010~~.................................................................................. 19

~~NOTE~~Item 24. (Removed –and ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Reserved).............................................................................................. 19

~~This~~Item ~~summary of significant accounting policies of Solar Energy Limited is presented to assist in understanding the Company’s financial statements~~5. Other ~~The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity~~Information. ~~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~~......................................................................................................... 19

~~Accounting~~Item ~~Method~~6. Exhibits......................................................................................................................... 19

~~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~~Signatures.................................................................................................................................... 20

~~Cash~~Index ~~and~~to ~~Cash~~Exhibits.......................................................................................................................... ~~Equivalents~~21

~~For~~PART ~~purposes~~I of– ~~the~~FINANCIAL ~~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.~~INFORMATION

~~Derivative~~ITEM ~~Instruments~~1. FINANCIAL STATEMENTS

~~ASC~~As ~~815~~used ~~(formerly~~herein, ~~SFAS~~the ~~No.~~terms ~~133~~“Company,” “~~Accounting~~we,” ~~for~~“our,” ~~Derivative Instruments~~ and ~~Hedging Activities~~“us”) ~~requires~~refer ~~businesses~~ to ~~recognize~~Solar ~~all~~Energy ~~derivative~~Limited, ~~instruments~~a asDelaware ~~either~~corporation, ~~assets~~unless orotherwise ~~liabilities~~indicated. In atthe ~~fair~~opinion ~~value~~of inmanagement, the ~~balance~~accompanying ~~sheet,~~financial ~~which~~statements isincluded ~~effective~~in ~~for~~this ~~the~~Form ~~Company~~10-Q asreflect ofall ~~its~~adjustments ~~inception.~~(consisting ~~These~~only ~~statements~~of ~~establish~~normal ~~accounting~~recurring ~~and~~accruals) ~~reporting~~necessary ~~standards~~ for ~~derivative~~a ~~instruments,~~fair ~~including~~presentation ~~certain~~of ~~derivative~~the ~~instruments~~results ~~embedded~~of inoperations ~~other contracts, and~~ for ~~hedging~~the ~~activities~~periods presented. The ~~They~~results ~~require~~of ~~that~~operations anfor ~~entity~~the ~~recognize~~periods ~~all~~presented ~~derivatives~~are asnot ~~either~~necessarily ~~assets~~indicative orof ~~liabilities in~~ the ~~balance~~results ~~sheet~~to ~~and~~be ~~measure~~expected ~~those~~for ~~instruments~~the atfull ~~fair value~~year.

SOLAR ENERGY LIMITED (A Development Stage Company)

SOLAR ENERGY LIMITED
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

				September 30,		December 31,
				2010		2009
				(Unaudited)

ASSETS

CURRENT ASSETS
	Cash		$	-	$	15

TOTAL ASSETS			$	-	$	15

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
	Bank indebtedness		$	12	$	-
	Accounts payable and accrued expenses			117,719		122,977
	Accrued interest - related party			51,572		40,453
	Advances payable			473,967		459,342
	Note payable to related party			445,073		406,446
	Debenture payable			100,000		100,000
	Accrued interest			42,157		34,657
		TOTAL CURRENT LIABILITIES		1,230,500		1,163,875

COMMITMENTS AND CONTINGENCIES				-		-
STOCKHOLDERS' DEFICIT
	Common stock, 50,000,000 shares authorized; $0.0001 par value, 18,423,309 issued and outstanding			1,842		1,842
	Additional paid-in capital			13,961,491		13,961,491
	Accumulated deficit during development stage			(15,193,833)		(15,127,193)
		TOTAL STOCKHOLDERS' DEFICIT		(1,230,500)		(1,163,860)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	-	$	15

~~Condensed~~The ~~Notes~~accompanying tocondensed ~~the~~notes ~~Interim~~are ~~Consolidated~~an ~~Financial~~integral ~~Statements~~part ~~June~~of ~~30,~~these ~~2010~~consolidated financial statements.

~~Derivative Instruments - continued~~4

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

SOLAR ENERGY LIMITED (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
												From Inception (January 5,
				Three Months Ended				Nine Months Ended				1994) through
				September 30,		September 30,		September 30,		September 30,		September 30,
				2010		2009		2010		2009		2010
				(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
REVENUES			$	-	$	-	$	-	$	-	$	-
EXPENSES
	General and administrative			6,927		20,276		33,379		63,670		6,361,943
	Research and development			-		-		-		-		2,671,638
	Impairment of patents			-		-		-		-		39,648
	Impairment of goodwill			-		-		-		-		14,118
		TOTAL EXPENSES		6,927		20,276		33,397		63,670		9,087,347
LOSS FROM OPERATIONS				(6,927)		(20,276)		(33,397)		(63,670)		(9,087,347)
OTHER INCOME (EXPENSES)
	Other income			-		-		-		-		349,886
	Financing costs			-		-		-		-		(1,477,800)
	Gain (loss) on investments			-		-		-		-		17,200
	Gain (loss) on sale or disposal of assets			-		-		-		-		(10,867)
	Gain (loss) on derivative instrument			-		-		-		-		29,551
	Gain on forgiveness of debt			-		-		-		-		172,227
	Interest income (expense), net			(11,405)		(10,321)		(33,243)		(32,420)		(186,890)
	Amortization of discount on debenture payable			-		-		-		-		(29,551)
	Gain (loss) on sale of subsidiary			-		-		-		-		120,711
		TOTAL OTHER INCOME (EXPENSE)		(11,405)		(10,321)		(33,243)		(32,420)		(1,015,533)
LOSS FROM CONTINUING OPERATIONS				(18,332)		(30,597)		(66,640)		(96,090)		(10,102,880)
DISCONTINUED OPERATIONS
	Gain (Loss) on discontinued operations			-		-		-		-		(5,090,953)
NET INCOME (LOSS)			$	(18,332)	$	(30,597)	$	(66,640)	$	(96,090)	$	(15,193,833)

	NET INCOME (LOSS) PER COMMON SHARE, BASIC			0.00		0.00		0.00		0.00

	NET INCOME (LOSS) PER COMMON SHARE, DILUTED			0.00		0.00		0.00		0.00

	WEIGHTED AVERAGE NUMBER OF COMMON SHARES
		OUTSTANDING, BASIC AND DILUTED		18,423,309		18,423,309		18,423,309		18,423,309

~~(i)~~The ~~the~~accompanying ~~changes~~condensed innotes ~~the fair value of the hedged asset or liability that~~ are ~~attributable~~an tointegral ~~the~~part ~~hedged risk or (ii) the earnings effect~~ of ~~the~~these ~~hedged~~consolidated ~~forecasted~~financial ~~transaction~~statements. ~~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.~~5

The Company issued convertible debt and accounts for that debt according to ASC 815. Consequently, management recognizes its convertible debt contract as containing a derivative instrument and accounts for the derivative according to generally accepted accounting principles in the U.S.

SOLAR ENERGY LIMITED (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
									From Inception
									(January 5,
									1994)
					Nine Months Ended				through
					September 30,		September 30,		September 30,
					2010		2009		2010
					(Unaudited)		(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(66,640)	$	(96,090)	$	(10,102,880)
	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			-		-		29,551
		Bad debt			-		-		287,833
		Stock issued for services			-		-		856,851
		Services for pre-paid expense			-		-		169,165
		(Gain) Loss on derivative			-		-		(29,551)
		Stock issued for R&D expenses			-		-		439,900
		Loss on sale of assets			-		-		10,867
		Gain on investments			-		-		(17,199)
		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			-		-		14,118
		Minority interest			-		-		(123,856)
		(Increase) decrease in:
			Other receivable		-		-		(37,794)
			Deposits		-		2,000		(24,883)
			Prepaid expenses		-		-		22,500
		Increase (decrease) in:
			Accounts payable and bank overdraft		(5,246)		20,218		349,371
			Accrued expenses and other current liabilities		33,244		32,419		345,985
			Deferred revenues		-		-		250,000
			Minority interest		-		-		66,120
		Net cash used by continuing operating activities			(38,642)		(45,453)		(6,056,583)
		Net cash used by discontinued operating activities			-		-		(3,025,696)
		Net cash used by operating activities			(38,642)		(45,453)		(9,082,279)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
	Cash acquired from sale of subsidiary				-		-		180,000
	Cash acquired from subsidiary				-		-		3,221,116
	Cash paid to subsidiary				-		-		(107,568)
	Cash paid to Renewable Energy Corporation and Sunspring, Inc.				-		-		(2,076)
	Cash paid for patent costs				-		-		(106,318)
	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)
	Discontinued operations				-		-		1,000,749
		Net cash provided by investing activities			-		-		3,040,494
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
	Issued stock for cash				-		-		3,917,469
	Cash received from related party notes payable and advances				38,627		31,905		1,758,895
	Cash repaid to related party notes payable and advances				-		-		(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)
	Discontinued operations				-		-		(100,000)
	Net cash provided (used) by financing activities				38,627		31,905		6,041,785
	NET INCREASE (DECREASE) IN CASH				(15)		(13,548)		-
CASH, BEGINNING OF PERIOD					15		13,853		-
CASH, END OF PERIOD				$	-	$	305	$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
	Interest paid			$	-	$	-	$	17,195
	Income taxes paid			$	-	$	-	$	-

~~During the year ended December 31, 2006, the Company issued a debenture for a total of $100,000.~~ The ~~debenture~~accompanying ~~included~~condensed ~~provisions~~notes ~~for~~are ~~the~~an ~~conversion~~integral ofpart ~~the debt and interest into shares~~ of ~~the~~these ~~Company’s~~consolidated ~~common~~financial ~~stock or into CO2 Tonnes~~statements. ~~Since Planktos Corp. had suspended its 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 6.~~

~~Development Stage Activities~~6

~~The~~Solar ~~Company~~Energy has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915 "Development Stage Entities", which was previously Financial Accounting Standards Board Statement No. 7 ("SFAS 7").Limited

~~Earnings~~ (~~Loss)~~A ~~Per~~Development ~~Share~~Stage Company)

~~The~~Condensed ~~Company~~Notes ~~presents~~to ~~earnings per share in accordance with~~ the ~~ASC~~Interim ~~260,~~Consolidated ~~“Earnings per Share” (formerly Statement of~~ Financial Accounting Standards (“SFAS”) No. 128, “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 six months ended June 30, 2010, diluted net loss per share was the same as basic net loss per share as the common stock equivalents outstanding were considered anti-dilutive.Statements

~~Fair~~September ~~Value~~30, ~~Measurements~~2010

~~FASB~~NOTE ~~ASC~~1 ~~820~~– ~~“Fair~~DESCRIPTION ~~Value~~OF ~~Measurements~~BUSINESS ~~and~~AND ~~Disclosures”~~BASIS ~~(formerly~~OF SFAS No. 157, “Fair Value Measurements”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.PRESENTATION

8Solar Energy Limited (the “Company”) is a development stage Company and is currently focusing its attention on raising capital in order to pursue its goals.

~~SOLAR~~The ~~ENERGY~~Company ~~LIMITED~~was (Aoriginally ~~Development~~incorporated ~~Stage~~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 Solar Energy Limited, a Delaware corporation organized on July 24, 1997, and changed 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.

~~Condensed~~These ~~Notes~~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 ~~Interim~~information ~~Consolidated~~disclosed ~~Financial~~in ~~Statements~~the ~~June~~notes to the financial statements for the year ended December 31, 2009 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 nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

~~Fair~~NOTE ~~Value~~2 ~~Measurements~~– -Summary ~~continued~~of Significant Accounting Policies

~~ASC~~This ~~820~~summary ~~clarifies the definition~~ of ~~fair~~significant ~~value~~accounting policies of ~~assets~~Solar ~~and~~Energy ~~liabilities,~~Limited ~~establishes~~is apresented ~~framework~~to ~~for~~assist ~~measuring~~in ~~fair~~understanding ~~value of assets and liabilities and expands~~ the ~~disclosures~~Company’s onfinancial ~~fair value measurements~~statements. The ~~Company adopted the methods of fair value to value its~~ financial ~~assets~~statements and ~~liabilities~~notes ~~effective~~are ~~January~~representations ~~1, 2008 and, with respect to its non-financial assets and liabilities effective as~~ of ~~January 1, 2009, neither of which had a material impact on~~ the Company’s ~~financial~~management, ~~statements.~~which ~~ASC~~is ~~820~~responsible ~~defines~~for ~~fair~~their ~~value~~integrity asand ~~the~~objectivity. These ~~price~~accounting ~~that~~policies ~~would~~conform ~~be received~~ to ~~sell~~accounting anprinciples ~~asset~~generally oraccepted ~~paid to transfer a liability (an exit price)~~ in ~~an orderly transaction between market participants at~~ the ~~reporting~~United ~~date.~~States ~~ASC~~of ~~820~~America, ~~establishes consistency~~ and ~~comparability~~have bybeen ~~providing~~consistently aapplied ~~fair~~in ~~value~~the ~~hierarchy~~preparation ~~that~~of ~~prioritizes~~ the ~~inputs~~financial ~~to valuation techniques into three broad levels, described below:~~statements.

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.

Accounting Method

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

~~The~~Cash ~~June 30, 2010 financial statements include the accounts of Solar Energy Limited~~ and ~~its~~Cash ~~wholly owned subsidiaries: Hydro-Air Technologies, Inc.; Sunspring, Inc.; Renewable Energy Limited; and D2 Fusion. All intercompany accounts and transactions have been eliminated in the consolidation.~~Equivalents

~~Provision~~For ~~for~~purposes ~~Taxes~~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.

The Company accounts for income taxes as outlined in the ASC 740 "Income Taxes", which was previously Financial Accounting Standards Board (FASB) Statement No. 109, ("Accounting for Income Taxes" "Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the six months ended June 30, 2010.7

9Solar Energy Limited

~~SOLAR ENERGY LIMITED~~ (A Development Stage Company)

Condensed Notes to the Interim Consolidated Financial Statements ~~June 30, 2010~~

~~Recent~~September ~~Accounting~~30, ~~Pronouncements~~2010

InNOTE ~~April~~2 ~~2010,~~– ~~the~~Summary ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect~~ of ~~Denominating~~Significant the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting ~~Standards~~Policies ~~Codification (“ASC”) Topic 718 was amended to clarify that a share~~-~~based~~ payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade shall not be considered to contain a market, performance or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations.CONTINUED

InDerivative February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855, “Subsequent Events.” The amendments to ASC Topic 855 do not change existing requirements to evaluate subsequent events, but: (i) defines a “SEC Filer,” which we are; (ii) removes the definition of a “Public Entity”; and (iii) for SEC Filers, reverses the requirement to disclose the date through which subsequent events have been evaluated. ASU 2010-09 was effective for us upon issuance. This guidance did not have a material impact on our financial position and results of operations.Instruments

InASC ~~January~~815 ~~2010,~~(formerly ~~the~~SFAS ~~FASB issued ASU~~ No. ~~2010-06~~133, “~~Improving~~Accounting ~~Disclosures~~for ~~about~~Derivative ~~Fair~~Instruments ~~Value~~and ~~Measurements”~~Hedging ~~(“ASU 2010-06~~Activities”). ~~ASU~~requires ~~2010-06~~businesses ~~requires~~to ~~new~~recognize ~~disclosures~~all ~~for~~derivative ~~(i)~~instruments ~~transfers~~as ofeither assets ~~and~~or liabilities inat ~~and out of levels one and two~~ fair value ~~measurements,~~in ~~including~~the abalance ~~description~~sheet, ofwhich ~~the~~is ~~reasons~~effective for ~~such transfers and (ii) additional information in~~ the ~~reconciliation~~Company ~~for~~as ~~fair~~of ~~value~~its ~~measurements using significant unobservable inputs (level three)~~inception. These ~~This~~statements ~~guidance~~establish ~~also~~accounting ~~clarifies~~and ~~existing~~reporting ~~disclosure~~standards ~~requirements including (i) the level of disaggregation used when providing fair value measurement disclosures~~ for ~~each~~derivative ~~class~~instruments, ofincluding ~~assets~~certain ~~and~~derivative ~~liabilities~~instruments ~~and~~embedded ~~(ii)~~in ~~the~~other ~~requirement~~contracts, ~~to provide disclosures about the valuation techniques~~ and ~~inputs used to measure fair value~~ for ~~both~~hedging ~~recurring~~activities. They ~~and~~require ~~nonrecurring~~that ~~fair~~an ~~value~~entity ~~measurements~~recognize ~~for~~all ~~level~~derivatives ~~two~~as ~~and~~either ~~three~~ assets ~~and~~or liabilities. ~~ASU~~in ~~2010-06~~the isbalance ~~effective~~sheet ~~for interim~~ and ~~annual~~measure ~~reporting~~those ~~periods~~instruments ~~beginning~~at ~~after December 15, 2009, except for the disclosures about activity in the roll forward for level three~~ fair value ~~measurements, which is effective for fiscal years beginning after December 15, 2010~~. ~~The adoption of this guidance has not had a material impact on our financial position and results of operations.~~

~~Management~~If ~~believes~~certain ~~the~~conditions ~~impact~~are ofmet, ~~other~~a ~~recently~~derivative ~~issued~~may ~~standards~~be ~~and~~specifically ~~updates~~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 ~~not~~attributable ~~yet~~to ~~effective,~~the ~~will~~hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not ~~have~~designated as a ~~material~~hedging ~~impact~~instrument, onthe gain or loss is recognized in income in the period of change. Historically, the Company’s ~~consolidated~~has ~~financial~~not ~~position,~~entered ~~results~~into ofderivatives ~~operations~~contracts orto ~~cash~~hedge ~~flows~~existing ~~upon~~risks ~~adoption~~or for speculative purposes.

~~Use~~The ofCompany ~~Estimates~~issued convertible debt and accounts for that debt according to ASC 815. Consequently, management recognizes its convertible debt contract as containing a derivative instrument and accounts for the derivative according to generally accepted accounting principles in the U.S.

~~The~~During ~~process~~the ofyear ~~preparing~~ended ~~financial~~December ~~statements~~31, in2006, ~~conformity~~the ~~with~~Company ~~accounting~~issued ~~principles~~a ~~generally~~debenture ~~accepted~~for ina ~~the~~total ~~United~~of ~~States~~$100,000. ofThe ~~America~~debenture ~~requires~~included provisions for the ~~use~~conversion of ~~estimates~~the debt and ~~assumptions~~interest ~~regarding~~into ~~certain~~shares ~~types~~ of ~~assets,~~the ~~liabilities,~~Company’s ~~revenues,~~common ~~and~~stock ~~expenses~~or into CO2 Tonnes. ~~Such~~Since ~~estimates~~Planktos ~~primarily~~Corp. ~~relate~~had tosuspended ~~unsettled~~its ~~transactions~~operations, ~~and~~the ~~events~~conversion asinto ofCO2 ~~the~~Tonnes ~~date~~is ofno longer available and the ~~financial~~debenture ~~statements.~~is ~~Accordingly,~~accounted ~~upon~~for ~~settlement,~~as ~~actual~~a ~~results~~promissory ~~may~~note ~~differ~~with ~~from~~fixed ~~estimated~~interest. ~~amounts~~See Note 6.

10Development Stage Activities

~~SOLAR~~The ~~ENERGY~~Company ~~LIMITED~~has (Anot earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage ~~Company~~Enterprise" as set forth in ASC 915 "Development Stage Entities", which was previously Financial Accounting Standards Board Statement No. 7 ("SFAS 7").

~~Condensed~~Earnings ~~Notes~~(Loss) toPer ~~the~~Share ~~Interim Consolidated Financial Statements June 30, 2010~~

~~NOTE~~The 3Company –presents ~~GOING~~earnings ~~CONCERN~~per share in accordance with the ASC 260, “Earnings per Share” (formerly Statement of Financial Accounting Standards (“SFAS”) No. 128, “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 nine months ended September 30, 2010, diluted net loss per share was the same as basic net loss per share as the common stock equivalents outstanding were considered anti-dilutive.

~~The~~Solar ~~accompanying~~Energy 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, a negative working capital of $1,212,168, and an accumulated deficit since the inception of $15,175,501. These factors indicate that the Company may be unable to continue in existence. The Company is currently seeking out a new business opportunity that might, 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; and (3) 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.Limited

~~NOTE~~(A 4Development –Stage ~~STOCKHOLDERS’ EQUITY TRANSACTIONS~~Company)

~~There~~Condensed ~~were~~Notes noto ~~transactions for~~ the ~~year~~Interim ~~ended~~Consolidated ~~December~~Financial ~~31, 2009.~~Statements

~~There~~September ~~were no transactions for the six months ended June~~ 30, 2010.

NOTE 52 – ~~NOTES~~Summary ~~PAYABLE~~of -Significant ~~RELATED~~Accounting ~~PARTY~~Policies - CONTINUED

~~The~~Fair ~~loan~~Value from Regal RV Resorts, Inc., a shareholder, as of December 31, 2009 was $406,446 of which $175,000 is uncollateralized and bears no interest while $231,446 of the loan is uncollateralized and bears 6% per annum and is due upon demand. During the six months ended June 30, 2010, Regal loaned the Company an additional $35,039. The accrued interest owing on this loan at June 30, 2010 and December 31, 2009 was $47,541 and $40,453, respectively.Measurements

~~NOTE~~FASB 6ASC –820 ~~DEBENTURE~~“Fair ~~PAYABLE~~Value Measurements and Disclosures” (formerly SFAS No. 157, “Fair Value Measurements”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

~~This~~ASC ~~loan~~820 ~~bears~~clarifies ~~interest~~the atdefinition ~~10%~~of ~~per~~fair ~~year~~value ~~for~~of aassets ~~three~~and ~~year~~liabilities, ~~term.~~establishes ~~Principal~~a ~~and~~framework ~~interest~~for ~~may~~measuring befair ~~converted~~value ~~into~~of ~~common~~assets ~~shares~~and ofliabilities and expands the ~~Company~~disclosures aton anfair ~~average~~value ~~trading~~measurements. The ~~price~~Company ofadopted the ~~previous~~methods 10of ~~days~~fair ~~once~~value ~~the~~to ~~holder~~value ~~has~~its ~~given~~financial ~~the~~assets ~~Company~~and ~~notice~~liabilities ofeffective ~~conversion.~~January ~~Upon~~1, ~~such~~2008 ~~notice~~and, ~~the~~with ~~maximum~~respect ~~conversion~~to ~~price~~its isnon-financial ~~$0.75~~assets ~~per~~and ~~common~~liabilities ~~share.~~effective ~~The~~as ~~holder~~ of ~~the~~January ~~debenture also had the right~~1, ~~at its option~~2009, toneither ~~convert~~of ~~the~~which ~~principal~~had ~~and~~a ~~interest~~material ~~amount~~impact ~~due~~on ~~into~~the ~~CO2~~Company’s ~~tons~~financial atstatements. ASC ~~any~~820 ~~time~~defines ~~prior~~fair tovalue ~~the~~as ~~end of~~ the ~~three~~price ~~year~~that ~~term,~~would atbe areceived ~~rate~~to ofsell ~~one~~an ~~United~~asset ~~States~~or ~~Dollar~~paid ~~($1.00)~~to ~~per~~transfer ~~CO2~~a ~~ton,~~liability ~~subject~~(an toexit ~~Company’s~~price) ~~ability~~in toan ~~deliver~~orderly ~~such~~transaction ~~CO2~~between ~~tons~~market participants at the ~~time~~reporting ~~of conversion~~date. ASC ~~During~~820 ~~2008,~~establishes ~~Planktos~~consistency ~~discontinued~~and ~~operations~~comparability ~~thus~~by ~~eliminating~~providing ~~the~~a ~~conversion~~fair ~~option~~value ~~into~~hierarchy ~~CO2~~that ~~tons~~prioritizes ~~and~~ the ~~market~~inputs ~~price~~to ofvaluation ~~the~~techniques ~~Company’s~~into ~~common~~three ~~stock~~broad atlevels, ~~year~~described ~~end was~~ below ~~the conversion price of $0.75.~~:

~~The~~Level ~~original~~1: Quoted ~~$100,000~~market ~~debenture~~prices ~~was~~available ~~discounted~~in byactive ~~$29,551~~markets infor ~~order~~identical toassets ~~reflect~~or ~~the~~liabilities ~~derivative~~as ~~portion~~ of the ~~note.~~reporting ~~During 2008, this discount was amortized by $18,739 to the full discounted derivative portion of $29,551 when Planktos discontinued operations~~date. The ~~loan~~Company ~~matured on August 31, 2009 and~~ has ~~not~~no ~~been~~Level ~~repaid.~~1 Asassets ofor ~~June~~liabilities; ~~30, 2010, the Company owed $100,000 in principal~~ and ~~accrued interest of $39,657.~~

11Level 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

~~SOLAR~~Level ~~ENERGY~~3: Pricing ~~LIMITED~~inputs (Athat ~~Development~~are ~~Stage~~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.

~~Condensed~~Principles ~~Notes~~of ~~to the Interim Consolidated Financial Statements June 30, 2010~~Consolidation

~~NOTE~~The 7September –30, ~~RELATED~~2010 ~~PARTY~~financial ~~TRANSACTIONS~~statements include the accounts of Solar Energy Limited and its wholly owned subsidiaries: Hydro-Air Technologies, Inc.; Sunspring, Inc.; Renewable Energy Limited; and D2 Fusion. All intercompany accounts and transactions have been eliminated in the consolidation.

During the six months ended June 30, 2010 there were additional advances to the Company from Regal RV Resort, Inc. as detailed in Note 5 above. In addition the Company made payments to the Company's CEO for consulting services.9

		June 30, 2010		June 30, 2009
Administrative support	$	-	$	1,000
Consulting		4,000		2,000
Travel expenses		-		540
	$	4,000	$	3,540

Solar Energy Limited

~~NOTE~~(A 8Development –Stage ~~LEGAL PROCEEDINGS~~Company)

~~Legal~~Condensed ~~proceedings~~Notes ~~were initiated by Mary Ruth Ladd against the Company, Planktos Corp. (a former subsidiary) and certain individuals affiliated~~ to the ~~Company~~Interim onConsolidated ~~October~~Financial 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 was seeking $58,280 in lost wages in addition to certain employee benefits and punitive damages. On April 27, 2010 Company’s counsel obtained a commitment from plaintiff’s counsel that the suit initiated by Mary Ruth Ladd would be dismissed with prejudice, each party bearing its own costs and fees.Statements

~~NOTE~~September 930, ~~– SUBSEQUENT EVENTS~~2010

~~The~~NOTE ~~Company~~2 ~~has~~– ~~evaluated~~Summary ~~subsequent events from the balance sheet date through the date the financial statements were issued and is unaware~~ of ~~any~~Significant ~~subsequent~~Accounting ~~events~~Policies ~~which~~- ~~would require recognition or disclosure in the financial statements.~~CONTINUED

12Provision for Taxes

~~ITEM~~The 2Company accounts for income taxes as outlined in the ASC 740 "Income Taxes", which was previously Financial Accounting Standards Board (FASB) Statement No. ~~MANAGEMENT’S~~109, ~~DISCUSSION~~("Accounting ~~AND~~for ~~ANALYSIS~~Income OFTaxes" ~~FINANCIAL~~"Statement ~~CONDITION~~109"). ~~AND~~Under ~~RESULTS~~Statement OF109, ~~OPERATIONS~~deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the nine months ended September 30, 2010.

~~This~~Recent ~~Management’s~~Accounting ~~Discussion~~Pronouncements 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 periods ended June 30, 2010.

~~Discussion~~In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (“ASC”) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade shall not be considered to contain a market, performance or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and ~~Analysis~~interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations.

~~The~~In ~~Company’s~~February 2010, ~~plan~~the ofFASB ~~operation~~issued ~~for~~ASU ~~the~~No. 2010-09, ~~coming~~“Amendments ~~year is~~ to ~~actively~~Certain ~~pursue~~Recognition ~~development~~and ~~stage~~Disclosure ~~assets~~Requirements” ~~and~~(“ASU ~~emerging~~2010-09”), ~~businesses~~which ~~with~~amends ~~which~~ASC toTopic ~~merge~~855, or“Subsequent ~~acquire~~Events.” WeThe ~~intend~~amendments to ~~function~~ASC asTopic a855 ~~business~~do ~~incubator~~not ~~for~~change ~~assets~~existing ~~and~~requirements ~~businesses~~to ~~that~~evaluate ~~mainly~~subsequent ~~focus~~events, onbut: (i) defines ~~cost-effective~~a ~~renewable~~“SEC ~~energy~~Filer,” ~~sources~~which ~~that~~we doare; ~~not threaten the environment,~~ (ii) removes ~~practical~~the ~~solutions~~definition toof ~~mitigate~~a ~~the~~“Public ~~effects~~Entity”; ofand ~~traditional~~(iii) for ~~energy~~SEC ~~sources’~~Filers, ~~unintended~~reverses ~~consequences~~the ~~concerning~~requirement ~~global~~to ~~climate~~disclose ~~change,~~the ~~and~~date ~~(iii)~~through ~~revenue~~which ~~producing~~subsequent ~~business~~events ~~activities.~~have Webeen ~~will~~evaluated. ~~fund~~ASU ~~the~~2010-09 ~~process~~was ofeffective ~~driving~~for ~~emerging~~us ~~technologies~~upon ~~towards~~issuance. ~~commercial~~This ~~applications~~guidance ~~through~~did ~~debt~~not orhave ~~equity~~a ~~offerings~~material ~~tied~~impact toon our ~~common~~financial ~~stock~~position and results of operations.

On April 7, 2010 the Company announced that it intends to acquire Peloton Mining, Inc. (“Peloton”) from a related party. Peloton’s main asset is the exploration and mining rights of 125 sq.km. alluvial property in SE Tanzania. The only other asset of Peloton is the formerly producing Churchill Copper property in Northern B.C. (Magnum Mine) subject to a long term option agreement. The Company intends to acquire Peloton through a share exchange and is in the process of raising $3,000,000 in working capital to place the first alluvial plant into operation. We expect to raise $3,000,000 through a combination of debt and equity. The Company has not entered into a definitive share exchange agreement with Peloton as of the date of this current report.10

~~Should~~Solar ~~the~~Energy Company proceed with its intention to acquire Peloton it will require a minimum of $3,000,000. However, should we determine not to proceed with the acquisition of Peloton, we will require a minimum of $100,000 to continue our efforts to identify a suitable business opportunity for development, merger or acquisition. Except for the understanding with Peloton, we have not entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction. 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.Limited

~~Results~~(A ofDevelopment ~~Operations~~Stage Company)

~~During~~Condensed ~~the~~Notes ~~six~~to ~~month period ended June 30, 2010~~ the ~~Company~~Interim ~~was~~Consolidated ~~focused~~Financial on (i) pursuing financing commitments for its plan of operation, (ii) continuing the search for a business opportunity for development, merger or acquisition, (iii) entering into an understanding to acquire Peloton, and (iv) satisfying continuous public disclosure requirements.Statements

~~The~~September ~~Company~~30, ~~has not generated any revenues from inception and has discontinued active operations.~~2010

~~Since~~NOTE we2 ~~have~~– noSummary ~~current~~of ~~ability~~Significant toAccounting ~~generate~~Policies ~~revenue,~~- ~~we expect to incur losses for the foreseeable future.~~CONTINUED

13Recent Accounting Pronouncements - continued

~~Net~~In ~~Loss~~January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires new disclosures for (i) transfers of assets and liabilities in and out of levels one and two fair value measurements, including a description of the reasons for such transfers and (ii) additional information in the reconciliation for fair value measurements using significant unobservable inputs (level three). This guidance also clarifies existing disclosure requirements including (i) the level of disaggregation used when providing fair value measurement disclosures for each class of assets and liabilities and (ii) the requirement to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for level two and three assets and liabilities. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about activity in the roll forward for level three fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance has not had a material impact on our financial position and results of operations.

~~For~~Management ~~the~~believes ~~period from January 5, 1994 (inception) to June 30, 2010,~~ the ~~Company~~impact ~~recorded a net loss~~ of ~~$15,175,501.~~other ~~Net~~recently ~~loss~~issued ~~for~~standards ~~the~~and ~~three month period ended June 30~~updates, ~~2010,~~which ~~was~~are ~~$32,609~~not asyet ~~compared to $40~~effective,~~008~~ ~~for~~will ~~the~~not ~~three~~have ~~month~~a ~~period~~material ~~ended~~impact ~~June~~on ~~30, 2009. Net loss for~~ the ~~six~~Company’s ~~month~~consolidated ~~period~~financial ~~ended June 30~~position, ~~2010~~results ~~was~~of ~~$48,308~~operations as compared to $65,493 for the six month period ended June 30, 2009. The decrease in net loss in the current periods can be attributed to a decrease in general and administrative expenses and a decrease in interest expenses. We expect to continue to incur net losses over the next twelve months in the event we conclude an agreement with Peloton or ~~proceed~~cash ~~with~~flows anupon ~~alternative business opportunity for development, merger or acquisition~~adoption.

~~Capital~~Use ~~Expenditures~~of Estimates

The ~~Company~~process ~~has~~of ~~expended~~preparing nofinancial ~~significant~~statements ~~amounts~~in onconformity ~~capital~~with ~~expenditures~~accounting ~~for~~principles generally accepted in the ~~period~~United ~~from~~States ~~inception~~of toAmerica ~~June~~requires 30the use of estimates and assumptions regarding certain types of assets, ~~2010~~liabilities, ~~except~~revenues, ~~for~~and anexpenses. Such ~~expenditure~~estimates primarily relate to unsettled transactions and events as of ~~approximately~~the ~~$800,000~~date onof athe ~~research~~financial ~~vessel~~statements. Accordingly, inupon ~~2007~~settlement, ~~that~~actual ~~has~~results ~~since~~may ~~been~~differ ~~sold~~from estimated amounts.

~~Income~~NOTE ~~Tax~~3 ~~Expense~~– ~~(Benefit)~~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, a negative working capital of $1,230,500, and an accumulated deficit since the inception of $15,193,833. These factors indicate that the Company may ~~have~~be unable to continue in existence. The Company is currently seeking out a ~~prospective~~new ~~income~~business ~~tax~~opportunity ~~benefit~~that ~~resulting~~might, ~~from~~if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a ~~net~~going ~~operating~~concern. Management’s ~~loss~~plans ~~carry-forward~~includes the following: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; and ~~start~~(3) upobtaining ~~costs~~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 ~~could~~might ~~offset~~be ~~future~~necessary ~~operating~~in ~~profits~~the event the Company cannot continue existence.

~~Impact~~NOTE of4 ~~Inflation~~– Stockholders’ Equity Transactions

~~The~~There ~~Company~~were ~~believes~~no ~~that~~transactions ~~inflation~~for ~~has~~the ~~had~~year aended ~~negligible~~December ~~effect~~31, ~~on operations over the past three years~~2009.

~~Liquidity~~There ~~and~~were ~~Capital~~no ~~Resources~~transactions for the nine months ended September 30, 2010.

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.11

~~The~~Solar ~~Company~~Energy had a working capital deficit of $1,212,168 as of June 30, 2010. Current and total assets consisted solely of $446 in cash. Current and total liabilities were $1,212,614, including accounts payable and accrued interest of $114,837, accrued interest to a related party of $47,541, advances payable of $469,094, a note payable to a related party of $441,485, a debenture payable of $100,000 and accrued interest of $39,657. Net stockholders' deficit in the Company was $1,212,168 as of June 30, 2010.Limited

~~Cash~~(A ~~flow~~Development ~~used~~Stage by operating activities was $9,078,245 for the period from inception to June 30, 2010. Cash flow used by operating activities for the six month period ended June 30, 2010, was $34,608 as compared to $23,059 for the six month period ended June 30, 2009. The increase in cash flow used by operating activities over the comparative periods was due to a decrease in accounts payable and bank overdraft.Company)

~~Cash~~Condensed ~~flow~~Notes ~~provided by investing activities was $3,040,494 for the period from inception~~ to ~~June 30, 2010. No cash flow was provided by investing activities for~~ the ~~six~~Interim ~~month~~Consolidated ~~periods~~Financial ~~ended June 30, 2010 and 2009.~~Statements

14September 30, 2010

~~Cash~~NOTE ~~flow~~5 ~~provided~~– byNotes ~~financing~~Payable ~~activities~~- ~~was~~Related $6,038,197 for the period from inception to June 30, 2010. Cash provided by financing activities for the six month period ended June 30, 2010, was $35,039 as compared to $9,386 for the six month periods ended June 30, 2009. Cash flow provided by financing activities in the current period can be attributed to related party payables and advances.Party

The ~~Company’s~~loan ~~current~~from ~~assets~~Regal ~~are~~RV ~~insufficient~~Resorts, toInc., ~~conduct~~a ~~its~~shareholder, ~~plan~~as of ~~operation~~December ~~over~~31, ~~the~~2009 ~~next~~was ~~twelve~~$406,446 ~~months~~of ~~and~~which we$175,000 ~~will~~is ~~have~~uncollateralized toand ~~seek~~bears ~~additional debt or equity financing to fund operations. The Company has~~ no ~~current~~interest ~~commitments~~while ~~or arrangements with respect to~~$231,446 ~~or immediate sources~~ of ~~funding.~~the ~~Further,~~loan nois ~~assurances~~uncollateralized ~~can~~and bebears ~~given~~6% ~~that~~per ~~funding~~annum and is ~~available~~due orupon ~~available~~demand. toDuring the ~~Company~~nine onmonths ~~acceptable~~ended ~~terms.~~September ~~The~~30, ~~Company’s~~2010, ~~shareholders~~Regal ~~would~~loaned be the ~~most~~Company ~~likely~~an ~~source~~additional ~~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~~$38,627. The ~~Company’s~~accrued ~~inability~~interest toowing ~~obtain~~on ~~funding~~this ~~has~~loan ~~had~~at aSeptember ~~material~~30, ~~adverse~~2010 ~~affect~~and onDecember ~~our~~31, ~~plan~~2009 ofwas ~~operation~~$51,572 and ~~will~~$40,453, ~~continue to diminish our efforts~~respectively.

~~The~~NOTE ~~Company~~6 ~~does~~– ~~not~~Debenture ~~expect to pay cash dividends in the foreseeable future.~~Payable

~~The~~This loan bears interest 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 nothe ~~lines~~right, at its option, to convert the principal and interest amount due into CO2 tons at any time prior to the end of ~~credit~~the orthree ~~other~~year ~~bank~~term, ~~financing~~at ~~arrangements~~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 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.

The ~~Company~~original ~~has~~$100,000 nodebenture ~~defined~~was ~~benefit~~discounted ~~plan~~by or$29,551 ~~contractual~~in ~~commitment~~order ~~with~~to ~~any~~reflect the derivative portion of ~~its~~the ~~officers~~note. orDuring ~~directors~~2008, this discount was amortized by $18,739 to the full discounted derivative portion of $29,551 when Planktos discontinued operations. The loan matured on August 31, 2009 and has not been repaid. As of September 30, 2010, the Company owed $100,000 in principal and accrued interest of $42,157.

~~The~~NOTE ~~Company~~7 ~~has~~– noRELATED ~~current~~PARTY ~~plans for the purchase or sale of any plant or equipment.~~TRANSACTIONS

~~The~~During ~~Company~~the ~~currently~~nine ~~has~~months noended ~~employees~~September ~~and~~30, ~~has~~2010 nothere ~~plans~~were additional advances to ~~hire~~the ~~any~~Company ~~employees~~from Regal RV Resort, Inc. as detailed in Note 5 above. In addition the ~~near~~Company ~~future~~made payments to the Company's CEO for consulting services.

Off Balance Sheet Arrangements

	September 30, 2010	September 30, 2009
Administrative support	$ -	$ 1,000
Consulting	4,000	4,000
Travel expenses	-	540
	$ 4,000	$ 5,540

AsNOTE of8 ~~June~~– ~~30,~~LEGAL 2010, we had 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.PROCEEDINGS

~~Critical~~Legal ~~Accounting~~proceedings ~~Policies~~were initiated by Mary Ruth Ladd against the Company, Planktos Corp. (a former subsidiary) 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 was seeking $58,280 in lost wages in addition to certain employee benefits and punitive damages. On April 27, 2010 Company’s counsel obtained a commitment from plaintiff’s counsel that the suit initiated by Mary Ruth Ladd would be dismissed with prejudice, each party bearing its own costs and fees.

In the notes to the consolidated financial statements for the year ended December 31, 2009, 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 the Company’s 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.12

15Solar Energy Limited

~~Going~~(A ~~Concern~~Development Stage Company)

InCondensed ~~their~~Notes ~~report of financial statements for the year ended December 31, 2009, included in the Company’s Form 10-K, the Company’s auditors expressed substantial doubt as~~ to the ~~Company’s~~Interim ~~ability~~Consolidated toFinancial continue as a going concern as a result of the Company’s significant operating losses and negative working capital. 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 debt placement sources; (ii) obtaining 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.Statements

~~Forward~~September ~~Looking~~30, ~~Statements and Factors That May Affect Future Results and Financial Condition~~2010

~~The~~NOTE ~~statements~~9 ~~contained~~– inSUBSEQUENT 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:EVENTS

The Company has evaluated subsequent events from the ~~sufficiency~~balance sheet date through the date the financial statements were issued and is unaware of ~~existing~~any ~~capital~~subsequent ~~resources;~~ events which would require recognition or disclosure in the financial statements.

~~our anticipated financial performance;~~ 13

~~our~~Item ~~ability~~2. MANAGEMENT’S toDISCUSSION ~~raise~~AND ~~additional~~ANALYSIS ~~capital~~OF toFINANCIAL ~~fund~~CONDITION ~~cash~~AND ~~requirements~~RESULTS ~~for~~OF ~~future operations;~~ 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. ~~related~~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 ~~development~~subsection ofentitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our ~~technologies;~~ 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 nine month periods ended September 30, 2010.

~~the~~Discussion ~~volatility of the stock market;~~ and Analysis

~~general~~The ~~economic~~Company’s ~~conditions~~plan of operation for the coming year is to pursue development stage assets and emerging businesses with which to merge or acquire. We intend to function as a business incubator for assets and businesses that focus on (i) cost-effective renewable energy sources that do not threaten the environment, (ii) practical solutions to mitigate the effects of traditional energy sources’ unintended consequences concerning global climate change, and (iii) revenue producing business activities. We will fund the process of driving emerging technologies towards commercial applications through debt or equity offerings tied to our common stock.

WeOn ~~wish~~April to7, ~~caution~~2010 ~~readers~~the ~~that~~Company ~~our~~announced ~~operating~~its ~~results~~intention ~~are subject~~ to ~~various~~acquire ~~risks~~Peloton ~~and~~Mining, ~~uncertainties~~Inc. ~~that~~(“Peloton”) ~~could~~from ~~cause~~a ~~our~~related ~~actual~~party ~~results~~pursuant to ~~differ~~an ~~materially~~option. ~~from~~Peloton’s ~~those~~assets ~~discussed~~consist orof ~~anticipated~~exploration ~~including~~and ~~the~~mining ~~factors~~rights ~~set~~for ~~forth~~an inalluvial ~~the~~property ~~section~~covering ~~entitled~~more ~~Risk~~than ~~Factors~~125km ~~included elsewhere~~ in ~~this~~SE ~~report.~~Tanzania Weand ~~also~~the ~~wish~~Magnum toMine ~~advise~~in ~~readers~~N ~~not~~British toColumbia. ~~place~~The ~~any~~acquisition ~~undue~~would ~~reliance~~have oncaused ~~the~~a ~~forward~~share ~~looking~~exchange ~~statements contained in this report, which reflect our beliefs~~ and ~~expectations~~required ~~only~~a asraise of ~~the~~$3,000,000 ~~date of this report. We assume no obligation~~ to ~~update~~place oran ~~revise~~alluvial ~~these~~plant ~~forward~~into ~~looking~~operation. ~~statements~~The toCompany ~~reflect~~did ~~new~~not ~~events~~sign ora ~~circumstances~~definitive oragreement ~~any~~with ~~changes~~Peloton inand ~~our~~has ~~beliefs~~since orabandoned ~~expectations,~~the ~~other~~intended ~~than is required by law~~transaction.

~~Stock-Based~~On ~~Compensation~~September 27, 2010 the Company announced its intention to earn a 100% interest in the West Carswell Property (“Carswell”) pursuant to an option. Carswell consists of two contiguous mineral dispositions, covering an area of approximately 2,000 hectares in the western Athabasca Basin. The transaction would initially have caused the Company to pay $100,000 and issue 2,000,000 common shares to the vendor in addition to completing $2,500,000 in exploration expenditures over 24 months. The Company did not sign a definitive agreement with the vendor and has since abandoned the intended transaction.

The Company ~~has~~will ~~adopted~~require ~~Accounting~~a ~~Standards~~minimum ~~Codification~~of ~~Topic (“ASC”) 718~~$100,000 ~~formerly~~to ~~SFAS~~continue ~~No.~~its ~~123~~efforts ~~(revised~~to ~~2004)~~identify ~~(SFAS~~a ~~No.~~suitable ~~123R),~~business ~~Share-Based~~opportunity ~~Payment, which addresses the accounting~~ for ~~stock-based~~development, ~~payment~~merger ~~transactions~~or inacquisition. ~~which~~When anthe ~~enterprise~~Company ~~receives~~has ~~employee~~determined ~~services~~to inmove ~~exchange~~forward ~~for~~with (a) ~~equity~~specific ~~instruments~~business ofopportunity ~~the~~its ~~enterprise~~funding orrequirements ~~(b)~~will ~~liabilities~~change. ~~that~~The ~~are~~Company ~~based~~is onwithout ~~the~~sufficient ~~fair~~capital ~~value~~to ofmaintain ~~the~~operations ~~enterprise’s~~and ~~equity~~relies ~~instruments~~on orshareholders ~~that~~to ~~may~~satisfy beminimal ~~settled by the issuance of such equity instruments~~expenses.

16Results of Operations

WeDuring ~~account for equity instruments issued in exchange for~~ the ~~receipt~~nine ofmonth ~~goods~~period orended ~~services~~September ~~from~~30, ~~other~~2010 ~~than employees in accordance with ASC 505. Costs are measured at~~ the ~~estimated~~Company ~~fair~~was ~~market~~focused ~~value~~on of(i) ~~the~~pursuing ~~consideration~~financing ~~received~~commitments orfor ~~the~~its ~~estimated~~plan ~~fair value~~ of ~~the equity instruments issued~~operation, ~~whichever~~(ii) iscontinuing ~~more~~the ~~reliably~~search ~~measurable.~~for ~~The~~a ~~value~~business ofopportunity ~~equity instruments issued~~ for ~~consideration~~development, ~~other~~merger ~~than~~or ~~employee~~acquisition, ~~services~~(iii) isentering ~~determined~~into onunderstandings ~~the~~to ~~earliest~~acquire ofPeloton aand ~~performance~~Carswell, ~~commitment~~and or(iv) ~~completion~~satisfying ofcontinuous ~~performance~~public bydisclosure ~~the provider of goods or services~~requirements.

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~has not generated revenues from inception. Since we have no current ability to generate revenue, we expect to incur losses for the foreseeable future.

~~Please~~Net ~~see~~Loss For ~~Note~~the 2period from January 5, 1994 (inception) to ~~our~~September ~~interim~~30, ~~consolidated~~2010, ~~financial~~the ~~statements~~Company recorded a net loss of $15,193,833. Net loss for ~~recent~~the ~~accounting~~three ~~pronouncements~~month period ended September 30, 2010, was $18,332 as compared to $30,597 for the three month period ended September 30, 2009. Net loss for the nine month period ended September 30, 2010 was $66,640 as compared to $96,090 for the nine month period ended September 30, 2009. The decrease in net loss in the current periods can be attributed to a decrease in general and administrative expenses. We expect to continue to incur net losses over the next twelve months or until such time as we conclude an agreement with a business opportunity that will produce revenue.

~~ITEM~~Capital 3.Expenditures ~~QUANTITATIVE~~ The ~~AND~~Company ~~QUALITATIVE~~has ~~DISCLOSURES~~expended ~~ABOUT~~no ~~MARKET~~significant ~~RISK~~amounts on capital expenditures for the period from inception to September 30, 2010, except for an expenditure of approximately $800,000 on a research vessel in 2007 that has since been sold.

~~Not~~Income ~~required.~~Tax Expense (Benefit) ~~ITEM~~The 4TCompany may have a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that could offset future operating profits.

~~CONTROLS~~Impact ~~AND~~of ~~PROCEDURES~~Inflation The Company believes that inflation has had a negligible effect on operations over the past three years.

~~Evaluation~~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 ~~Disclosure~~loans. ~~Controls~~All of our projects have been experimental in nature and ~~Procedures~~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.

InThe ~~connection~~Company ~~with~~had ~~the~~a ~~preparation~~working capital deficit of ~~this~~$1,230,500 ~~report~~and onwas ~~Form~~without ~~10-Q~~assets at September 30, an2010. ~~evaluation~~Current ~~was~~and ~~carried~~total ~~out~~liabilities bywere ~~the~~$1,230,500 ~~Company’s~~at ~~management~~September 30, ~~with~~2010, ~~the~~including ~~participation~~accounts payable and accrued interest of ~~the~~$117,719, ~~chief~~accrued ~~executive~~interest ~~officer~~to ~~and~~a ~~the~~related ~~chief~~party ~~financial~~of ~~officer~~$51,572, advances payable of ~~the~~$473,967, ~~effectiveness~~a ofnote ~~the~~payable ~~Company’s~~to ~~disclosure~~a ~~controls~~related ~~and~~party ~~procedures~~of ~~(as~~$445,073, ~~defined~~a indebenture ~~Rules~~payable ~~13a-15(e)~~of $100,000 and ~~15d-15(e)~~accrued ~~under~~interest of $42,157. Net stockholders' deficit in the ~~Securities~~Company ~~Exchange~~was ~~Act~~$1,230,500 as of ~~1934~~September ~~(“Exchange~~30, ~~Act”))~~2010. ~~Disclosure~~ Cash ~~controls~~flow ~~and~~used ~~procedures~~by ~~are~~operating ~~designed~~activities towas ~~ensure~~$9,082,279 ~~that~~for ~~information~~the ~~required~~period from inception to beSeptember ~~disclosed~~30, in2010. ~~reports~~Cash ~~filed~~flow orused ~~submitted~~by ~~under~~operating activities for the ~~Exchange~~nine ~~Act~~month isperiod ~~recorded,~~ended ~~processed~~September 30, ~~summarized~~2010, ~~and~~was ~~reported~~$38,642 ~~within~~as ~~the~~compared ~~time~~to ~~periods~~$45,453 ~~specified~~for in the ~~Commission’s~~nine ~~rules~~month ~~and~~period ~~forms~~ended ~~and~~September ~~that~~30, ~~such~~2009. ~~information~~The isdecrease ~~accumulated~~in ~~and~~cash ~~communicated~~flow toused ~~management,~~by ~~including~~operating ~~the~~activities ~~chief~~over ~~executive~~the ~~officer~~comparative ~~and~~periods ~~the~~was ~~chief~~due ~~financial~~to ~~officer,~~a todecrease ~~allow~~in ~~timely~~net ~~decisions~~losses ~~regarding~~over ~~required~~the ~~disclosures~~comparative periods. 15

~~Based~~Cash onflow ~~that~~provided ~~evaluation,~~by ~~the~~investing ~~Company’s~~activities ~~management~~was ~~concluded~~$3,040,494 asfor of the ~~end of the~~ period ~~covered~~from byinception ~~this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required~~ to beSeptember ~~disclosed~~30, ~~within~~2010. ~~the~~No ~~time~~cash ~~periods~~flow ~~specified in the Commission’s rules and forms, and that such information~~ was ~~accumulated~~provided ~~and~~by ~~communicated~~investing toactivities ~~management,~~for ~~including~~ the ~~chief~~nine ~~executive~~month ~~officer~~periods ~~and~~ended ~~the~~September ~~chief financial officer~~30, to2010 ~~allow~~and ~~timely decisions regarding required disclosures~~2009.

~~Changes~~Cash flow provided by financing activities was $6,041,785 for the period from inception to September 30, 2010. Cash provided by financing activities for the nine month period ended September 30, 2010, was $38,627 as compared to $31,905 for the nine month periods ended September 30, 2009. Cash flow provided by financing activities in ~~Internal~~the ~~Control~~current ~~over~~period ~~Financial~~can ~~Reporting~~be attributed to related party notes payable and advances.

~~There~~The ~~have~~Company’s ~~been~~current noassets ~~changes~~are ininsufficient ~~internal~~to ~~control~~conduct its plan of operation over ~~financial~~the ~~reporting~~next ~~(as~~twelve ~~defined~~months inand ~~Rule~~it ~~13a-15(f)~~will ofhave ~~the~~to ~~Exchange~~seek ~~Act)~~additional ~~during~~debt ~~the~~or ~~period~~equity ~~ended~~financing ~~June~~to 30fund operations. The Company has no current commitments or arrangements with respect to, ~~2010~~or immediate sources of funding. Further, no assurances can be given that ~~materially~~funding ~~affected,~~is available or ~~are~~available ~~reasonably~~to the Company on acceptable terms. The Company’s shareholders would be the most likely tosource ~~materially~~of ~~affect,~~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 ~~internal~~inability ~~control~~to ~~over~~obtain ~~financial~~funding ~~reporting~~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. The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

17The 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.

~~PART~~Off IIBalance –Sheet ~~OTHER~~Arrangements ~~INFORMATION~~ As of September 30, 2010, we had 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.

~~ITEM~~Critical 1Accounting Policies In the notes to the consolidated financial statements for the year ended December 31, 2009, 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 the Company’s 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.

~~LEGAL PROCEEDINGS~~16

~~Legal~~Going ~~proceedings~~Concern were initiated by Mary Ruth Ladd against the Company, Planktos Corp. (a former subsidiary) 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 sought $58,280 in lost wages in addition to certain employee benefits and punitive damages. The Company retained counsel to respond to these allegations and denied any liability for these alleged causes of action. As of the date of this filing, the Company has obtained a commitment from plaintiff’s counsel to dismiss the case with prejudice, each party bearing its own costs and fees.

~~ITEM~~In 1Atheir report of financial statements for the year ended December 31, 2009, included in the Company’s Form 10-K, the Company’s auditors expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of the Company’s significant operating losses and negative working capital. 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 debt placement sources; (ii) obtaining 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.

~~RISK~~Forward ~~FACTORS~~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 Company’s operations and securities are subject to a number of risks. Below we have identified and discussed~~ · the ~~material~~sufficiency ~~risks that we are likely to face. Should any~~ of ~~the~~existing ~~following~~capital ~~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.~~resources;

~~Risks~~· our ~~Related~~anticipated tofinancial ~~the Company’s Business~~performance;

~~The~~· our ~~Company’s~~ ability to ~~continue~~raise asadditional acapital ~~going~~to ~~concern~~fund iscash inrequirements ~~question~~for future operations;

~~The~~· uncertainties ~~Company’s~~related ~~auditors~~to ~~included an explanatory statement in their report of financial statements for~~ the ~~years~~development ~~ended December 31, 2009 and 2008, 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~~our ~~generating activities in place and losses since inception.~~technologies;

We· the ~~have~~volatility ~~a history~~ of ~~significant~~the ~~operating~~stock ~~losses~~market; and ~~such losses may continue in the future~~

~~Since~~· general ~~our~~economic ~~inception in 1994, our operations have resulted in a continuation of losses and an accumulated deficit of $15,175,501 at June 30, 2010~~conditions. The Company has never realized revenue from operations. We expect to continue to incur operating losses as we seek ways to identify additional business opportunities while maintaining operations and 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 maintain operations will be severely compromised.

~~Our~~We ~~business~~wish ~~will~~to ~~not~~caution bereaders ~~profitable~~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 ~~next~~section ~~twelve~~entitled ~~months~~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 ~~may~~expectations ~~never~~only beas ~~profitable~~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.

~~All~~Stock-Based ofCompensation our research and development operations are currently suspended and as such we have no expectation of realizing profitable operations within the next twelve months or ever. Any possibility of future profit from operations is highly speculative.

18The Company has adopted Accounting Standards Codification Topic (“ASC”) 718, formerly 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.

~~The Company’s limited financial resources cast severe doubt on its ability to develop or acquire a profitable business opportunity.~~17

~~The~~We ~~Company’s~~account ~~future~~for ~~operation~~equity isinstruments ~~dependent~~issued ~~upon~~in exchange for the ~~development~~receipt of goods or ~~acquisition~~services offrom aother ~~profitable~~than ~~business~~employees ~~opportunity~~in accordance with ASC 505. ~~However,~~Costs are measured at the ~~prospect~~estimated fair market value of ~~such~~the ~~development~~consideration received or ~~acquisition~~the isestimated ~~doubtful~~fair ~~due~~value toof the ~~Company’s~~equity ~~limited~~instruments ~~financial resources. Further~~issued, ~~due~~whichever tois ~~the~~more ~~suspension~~reliably ofmeasurable. ~~all~~The ~~research~~value ~~and~~of ~~development~~equity ~~activities,~~instruments ~~the~~issued ~~Company~~for isconsideration ~~not~~other inthan aemployee ~~favorable~~services ~~position~~is todetermined ~~improve~~on ~~its~~the ~~financial~~earliest ~~condition~~of ~~through~~a ~~debt~~performance commitment or ~~equity~~completion ~~offerings.~~of ~~Ultimately,~~performance ~~this~~by ~~limitation~~the ~~may~~provider ~~cause~~of usgoods toor ~~cease operations~~services.

~~Our~~Recent ~~limited~~Accounting ~~financial~~Pronouncements ~~resources cast severe doubt on our ability to pursue our business plan of incubating new business opportunities.~~

~~The~~Please ~~Company’s~~see ~~future~~Note ~~operation~~2 ~~is dependent upon its ability~~ to ~~realize~~our ~~sufficient~~interim ~~financing~~consolidated tofinancial ~~incubate~~statements ~~business opportunities through merger or acquisition. We cannot be certain that financing~~ for ~~our~~recent ~~intended~~accounting ~~purpose will be forthcoming~~pronouncements. Our inability to finance new business opportunities will prevent us from developing our business plan and may act as a deterrent in any future negotiations with merger or acquisition candidates. Should the Company be unable to realize financing and develop what might become a profitable business opportunity, it will, in all likelihood, be forced to cease operations.

~~The~~ITEM ~~Company~~3. ~~will~~QUANTITATIVE ~~need~~AND toQUALITATIVE ~~new~~DISCLOSURES ~~capital~~ABOUT toMARKET ~~fund operations which could dilute our existing shareholders.~~RISK

~~The~~ We ~~Company~~are ~~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~~smaller toreporting ~~provide~~company usas ~~with~~defined ~~capital~~by ~~such~~Rule ~~commitment~~12b-2 ~~may obligate us to issue additional shares~~ of the ~~Company’s~~Securities ~~common~~Exchange ~~stock~~Act orof ~~warrants~~1934 orand ~~other rights to acquire common stock which will result in dilution to existing shareholders. Nonetheless, if we~~ are ~~unable~~not torequired ~~obtain additional capital, then we will need~~ to ~~restrict~~provide orthe ~~even~~information ~~cease~~under ~~operations,~~this ~~which action would adversely affect our shareholders~~item.

~~Risks~~ITEM ~~Related~~4. toCONTROLS ~~the~~AND ~~Company’s Stock~~PROCEDURES

~~The~~Evaluation ~~market~~of ~~for~~Disclosure ~~the~~Controls ~~Company’s~~and ~~common~~Procedures ~~stock is limited.~~

~~The~~In ~~market~~connection ~~for~~with ~~our~~the ~~common~~preparation ~~stock~~of ~~has~~this ~~been~~report ~~limited~~on ~~due~~Form to10-Q, ~~low~~an ~~trading~~evaluation ~~volume~~was ~~and~~carried out by the ~~small~~Company’s ~~number~~management, with the participation of ~~brokerage~~the ~~firms~~chief ~~acting~~executive asofficer ~~market~~and ~~makers.~~the ~~Due~~chief tofinancial officer, of the ~~limitations~~effectiveness of ~~our~~the ~~market~~Company’s disclosure controls and ~~volatility~~procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the ~~market~~Securities ~~price~~Exchange Act of ~~our~~1934 ~~stock,~~(“Exchange ~~investors~~Act”)). ~~may~~Disclosure ~~face~~controls ~~difficulties~~and procedures are designed to ensure that information required to be disclosed in ~~selling~~reports ~~shares~~filed ator ~~attractive~~submitted ~~prices~~under ~~when~~the ~~they~~Exchange ~~want~~Act ~~to.~~is ~~The~~recorded, ~~average~~processed, ~~daily~~summarized, ~~trading~~and ~~volume~~reported ~~for~~within ~~our~~the ~~stock~~time ~~has~~periods ~~varied~~specified ~~significantly~~in ~~from~~the ~~week~~Commission’s torules ~~week~~and forms and ~~from~~that ~~month~~such information is accumulated and communicated to ~~month~~management, ~~and~~including the ~~trading~~chief ~~volume~~executive ~~often~~officer ~~varies~~and ~~widely~~the ~~from~~chief ~~day~~financial officer, to ~~day~~allow timely decisions regarding required disclosures.

~~The~~Based ~~market~~on ~~price~~that ~~for~~evaluation, ~~our~~the ~~common~~Company’s ~~stock~~management isconcluded, ~~volatile~~as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were ineffective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms.

~~The~~Changes ~~market price for our common stock is volatile and can fluctuate widely~~ in ~~response~~Internal toControl ~~various~~over ~~factors,~~Financial ~~many~~Reporting ~~of which are beyond the Company’s control, including the following:~~

~~the~~There ~~acceptance~~have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of ~~services~~the ~~offered~~Exchange byAct) during the ~~Company~~period ended September 30, 2010, that materially affected, or ~~its~~are ~~competitors;~~ reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~additions or departures of key personnel;~~ 18

~~the~~PART ~~Company’s~~II ~~ability~~– toOTHER ~~execute its business plan;~~ INFORMATION

~~operating~~ITEM ~~results~~1. ~~that~~LEGAL ~~fall below expectations;~~ PROCEEDINGS

~~loss~~Legal proceedings were initiated by Mary Ruth Ladd against the Company, Planktos Corp. (a former subsidiary) and certain individuals affiliated to the Company on October 3, 2007 in the Superior Court of ~~strategic~~the ~~relationships;~~ 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 sought $58,280 in lost wages in addition to certain employee benefits and punitive damages. The Company retained counsel to respond to these allegations and denied any liability for these alleged causes of action. As of the date of this filing, the Company has obtained a commitment from plaintiff’s counsel to dismiss the case with prejudice, each party bearing its own costs and fees.

~~industry~~ITEM ~~developments;~~ 1A. RISK FACTORS

~~economic~~We ~~and~~are ~~other~~a ~~external~~smaller ~~factors;~~reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

period-to-period fluctuations in the Company’s financial results.

Furthermore, the securities markets in general have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of any particular company. These overall market fluctuations could also adversely affect the market price for our common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the Commission’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses will 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, has substantially increased our expenses and made some activities more time-consuming and costly than previously, which expenses continue to negatively impact our financial performance.

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 shareholders 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 common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.

The Company’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

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

None.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

~~(REMOVED~~Removed ~~AND~~and ~~RESERVED)~~reserved.

~~Removed~~ITEM ~~and reserved~~5. OTHER INFORMATION

~~ITEM 5~~None.

~~OTHER~~ITEM ~~INFORMATION~~6. EXHIBITS

~~None. ITEM~~Exhibits 6required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 21 of this Form 10‑Q, and are incorporated herein by this reference.

~~EXHIBITS~~19

~~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.~~SIGNATURES

21Pursuant 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.

~~SIGNATURES~~Solar Energy Limited Date

~~Pursuant~~/s/ toMichael ~~the~~James ~~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.~~Gobuty

~~Solar~~ Date: ~~Energy~~December ~~Limited~~22, 2010

~~Date~~Michael James Gobuty

~~/s/~~Chief ~~Michael~~Executive ~~James~~Officer, ~~Gobuty~~Chief Financial Officer,

~~Date:~~Principal ~~August~~Accounting ~~13,~~Officer ~~2010~~and Director

~~Michael James Gobuty Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director~~20

22INDEX TO EXHIBITS

		Exhibit 32
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) *	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	(ii) *	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	(iii) *	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 15, 2009).

Exhibit Description

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.

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).

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

10(i) * 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(ii) * 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(iii) * 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 15, 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.

Filing Compare · SOLAR ENERGY LTD