**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                  FORM 10-Q**

*(Mark One)*

þ     Quarterly report pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended **June 30****,        200****9**.

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

Commission file number: **00****0-28429**

**PLANKTOS CORP.**

(Exact name of registrantas specified in its charter)

| **Nevada**(State or other jurisdiction of                    incorporation or organization) | **68-0423301**

(I.R.S. Employer 

Identification No.) |
|---------------------------------------------------------------------------------------------|--------------------------------------------------------|

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

(Address of principal executive offices) (Zip Code)          

**(760) 773-1111**

(Registrant’s telephone number, including area code)

**N/A****     **

(Former name orformer address if changedsince last report)

Indicate by check markwhether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes        þNo o.

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

Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesþNoo

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

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008 (audited)   4   Unaudited Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2009 and June 30, 2008 and the period from inception   5   Unaudited Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2009 and June 30, 2008 and the period from inception  6   Notes to Unaudited Condensed Consolidated Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  14  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  18  **ITEM 4T.  Controls and Procedures**  18                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  18  **ITEM 1A.  Risk Factors**  18  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  21  **ITEM 3.     Defaults upon Senior Securities**  21  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  21  **ITEM 5.     Other Information**  21  **ITEM 6.     Exhibits**  21  **Signatures**  22  **Index to Exhibits**  23 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

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

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| **PLANKTOS CORP**                                  |                                                     |                                                        |                                 |   |        |
|----------------------------------------------------|----------------------------------------------------------|-------------------------------------------------------------|--------------------------------------|--------|-------------|
| **(formerly Diatom Corporation)**                  |                                                     |                                                        |                                 |   |        |
| **(A Development Stage Company)**                  |                                                     |                                                        |                                 |   |        |
| **CONSOLIDATED BALANCE SHEETS**                    |                                                     |                                                        |                                 |   |        |
|                                               |                                                     |                                                        |                                 |   |        | June 30, |   | December 31, |
|                                               |                                                     |                                                        |                                 |   |        | 2009 |   | 2008 |
|                                               |                                                     |                                                        |                                 |   |        | (Unaudited) |   |   |
| **ASSETS**                                         |                                                     |                                                        |                                 |   |        |   |
|                                               | CURRENT ASSETS                                           |                                                        |                                 |   |        |   |
|                                               |                                                     | Cash                                                        |                                 | $      | 2,511       | $ | 22,454 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               |                                                     |                                                        | Total Current Assets                 |   |        | 2,511 |   | 22,454 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               | OTHER ASSETS                                             |                                                        |                                 |   |        |   |
|                                               |                                                     | Net assets of discontinued operations                       |                                 |   | 13          |   | 13 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               |                                                     |                                                        | Total Other Assets                   |   |        | 13 |   | 13 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               | **TOTAL ASSETS**                                         |                                                        | $                                    | 2,524  | $           | 22,467 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** |                                                     |                                                        |                                 |
|                                               | CURRENT LIABILITIES                                      |                                                        |                                 |   |        |   |
|                                               |                                                     | Accounts payable                                            |                                 | $      | 52,480      | $ | 73,351 |
|                                               |                                                     | Advances payable – related parties                    |                                 |   | 100,868     |   | 70,345 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               |                                                     |                                                        | Total Current Liabilities            |   |        | 153,348 |   | 143,696 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               |                                                     | Net liabilities of discontinued operations                  |                                 |   | 51,256      |   | 51,256 |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               | STOCKHOLDERS' EQUITY (DEFICIT)                           |                                                        |                                 |   |        |   |
|                                               |                                                     | Common stock, authorized 250,000,000 shares                 |                                 |   |        |   |   |
|                                               |                                                     | of $0.001 par value, issued and outstanding 84,751,838      |                                 |   |        |   |
|                                               |                                                     | at June 30, 2009 and 84,751,838 shares at December 31, 2008 |                                 | 84,752 |        | 84,752 |
|                                               |                                                     | Additional paid-in capital                                  |                                 |   | 3,671,624   |   | 3,671,624 |
|                                               |                                                     | Deficit accumulated during development stage                |                                 |   | (3,958,456) |   | (3,928,861) |
|                                               |                                                     |                                                        |                                 |   |        |   |   |   |
|                                               |                                                     |                                                        | Total Stockholders' Equity (Deficit) |   |        | (202,080) |   | (172,485) |
|                                               | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** |                                                        |                                 |   |        |
|                                               | $                                                        | 2,524                                                       | $                                    | 22,467 |

The accompanying condensed notes are an integral part of theseconsolidatedfinancial statements.

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

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

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

NON-CASH FINANCING ANDINVESTING TRANSACTIONS:

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

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

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

The accompanying condensed notes are an integral part of theseinterim consolidatedfinancial statements.

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**PLANKTOS CORP.            (A Development Stage Company)**

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2009**

**NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION**

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

On August 9, 2007 the Company purchased one hundred percent of the issued and outstanding shares of Planktos, Inc. (“Planktos”) from Solar Energy Limited (“Solar”) in exchange for forty five million shares of its common stock to acquire theproprietary greenhouse emission        technologyassociated with a CO2sequestration process. Since the issuance of common stock to Solar represented control of the total shares of the Company’s common stock issued and outstanding immediately following the acquisition, Planktos wasdeemed for financial reporting purposes to have acquired the Company in a reverse        acquisition that wasaccounted for as a recapitalization of the Company. The surviving entity reflectedthe assets and liabilities of Planktosand the Companyat their historical book value. The issued common stock wasthat oftheCompany, the accumulated deficit wasthat of Planktos, and the statements of operations wasthat of the Companyfor the yearended December 31, 2007 and 2006 and cumulative amounts, plus that of Planktosfrom August 9, 2007 through December 31, 2007.         

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

During the fourth quarter of 2007 Planktos’ “iron-fertilization” prove out program was suspended and its operations were discontinued. In the first quarter of 2008 Planktos terminated all employees, liquidated substantially all of its assetsand closedits Foster City, California office.As of June 30, 2009 a cumulative loss of $2,756,002 has been recognized as a loss in discontinued operations.

These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and withthe instructions to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States        generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2008included in the Company’s Annual Report on Form 10-Kfiled 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 sixmonths ended June 30, 2009are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

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**PLANKTOS CORP.            (A Development Stage Company)**

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2009**

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES**

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

Accounting Method

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of June 30, 2009, all ofthe Company’s cash was within federally insured limits.

Development Stage Activities

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

Earnings (Loss) Per Share 

The Company adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the        period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. For the six months endedJune 30, 2009 and fiscal year 2008, diluted net loss per share wasthe same as basic net loss per share as the common stock equivalents outstandingwere considered        anti-dilutive. 

Fair Value Measurements

The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, trade accounts receivable, accounts payable and related party payables. All instruments are accounted for on a historical cost basis, which, due to the short maturity of        these financial instruments, approximates fair value at June 30, 2009 and December 31, 2008.

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**PLANKTOS CORP.            (A Development Stage Company)**

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2009**

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES – Continued**

Fair Value Measurements Continued

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

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

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

Going Concern 

As shown in the accompanying financial statements, the Company had no revenues, a negative working capital of $150,837 and an accumulated deficit of $3,958,456 incurred through June 30, 2009. The Company is currently seeking out a new business opportunity that might, if successful, mitigate those factors which raise substantial doubt about the Company’s        ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

**Principles of Consolidation**

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

Provision for Taxes

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

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**PLANKTOS CORP.            (A Development Stage Company)**

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2009**

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES – Continued**

Provision for TaxesContinued

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

Recent Accounting Pronouncements

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

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

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

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**PLANKTOS CORP.            (A Development Stage Company)**

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2009**

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES – Continued**

Recent Accounting Pronouncements Continued

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

Use of Estimates

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

**NOTE 3 – GOING CONCERN**

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has limited cash, norevenues, andan accumulated deficit since the inception of $3,958,456.These factors indicate that the Company may be unable to continue in existence. The Company is currently putting business plans in place which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plansincludes 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.

**NOTE****4****– CAPITAL STOCK**

Common Stock 

There were no equity or stock option transactions for the six months ended June 30, 2009.

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**PLANKTOS CORP.            (A Development Stage Company)**

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2009**

**NOTE 4 – CAPITAL STOCK****– Continued**

Warrants

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

|                  |   |        |   | Weighted |   | Weighted  |
|----------------------------|--------|-------------|--------|----------|--------|-----------|
|                       |   |        |   | Average  |   | Average   |
|                       |   | Warrants    |   | Exercise |   | Remaining |
|                       |   | Outstanding |   | Price    |   | Life      |
|                       |   |        |   |     |   |      |
| Balance, December 31, 2008 |   | 5,525,000   |   | $ 0.32   |   | .04       |
| Issued                     |   | -           |   | -        |   | -         |
| Expired                    |   | (5,525,000) |   | 0.32     |   | -         |
|                       |   |        |   |     |   |      |
| Balance June 30, 2009      |   | -           |   | $ -      |   | -         |

**NOTE****5****–****RELATED PARTY TRANSACTIONS         **

Duringthe first six months of 2009,$3,848was paid to Regal RV Resorts, Inc.as repayment of loans payable – related party. 

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

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

**NOTE 6 – DISCONTINUED OPERATIONS         **

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

As of June 30, 2009 a cumulative loss of $2,756,002 has been recognized as a loss in discontinued operations.

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**PLANKTOS CORP.            (A Development Stage Company)**

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**June 30, 2009**

**NOTE 7 – CONTROL RELATIONSHIP         **

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

**NOTE 8****– SUBSEQUENT EVENTS**

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

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

This *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of this quarterly reportcontain 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 threeand sixmonthperiodsended June 30, 2009. 

**Discussion and Analysis**

The Company’s plan of operation for the coming year is to identify a favorable business opportunity for development, merger or acquisition. We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction.Our plan of operation        will require a minimum of $100,000 over the next twelve months to maintain operations. Once the Company has determined to move forward witha 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. 

**Results of Operations**

 

During the sixmonth periodended June 30, 2009the Company was focused on (i) pursuingfinancing commitments to maintain operations, (ii) thesearch for a        specific business opportunity,and (iii) satisfying continuous public disclosure requirements.

The Company hasnot generated revenues since inception. 

***Net Losses***              For the period from inception until June 30, 2009the Company incurred a net loss of $3,958,456.Net losses for the sixmonth period ended June 30, 2009were $29,942as compared to $105,862for the sixmonth period ended June 30,        2008. The decrease in net losses can be attributedto a decline in general and administrative expenses in the current six month period. General and administrative expenses include accounting expenses, professional fees, consulting fees, and costs associated with the preparation of disclosuredocumentation.                  We expect to continue to incur losses over the next twelve months as the Company seeks out a favorable business opportunity fordevelopment, merger or acquisition.

***Income Tax Expense (Benefit)***

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

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***Impact of Inflation***

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

***Capital Expenditures*** 

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

***Liquidity and Capital Resources*** 

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and stockholders’ equity.We have been funded since inception from public or private debt or equity placements or by major shareholders in the form of loans.         The Company had a working capital deficit of $150,837as of June 30, 2009. Our assets consisted of $2,511in cash and $13 in net assets of discontinued operations. Our current liabilitieswere $153,348consisting of advancespayable to related partiesand accounts payable.Our net liabilities from discontinued operations were $51,256. Totalstockholders' deficit in the Company was$202,080as ofJune 30, 2009. 

Cash flow used in operating activities was $3,942,902for the period from inceptionto June 30, 2009. Cash flow used in operating activities for the sixmonth period ended June 30, 2009was $50,466as compared to $568,821 for thesix month period ended June 30, 2008. The decrease in cash flow used in operating activities over the comparableperiodsis due primarily to the discontinuation ofour previous operating activities.

Cash flow provided by investing activities was $249,394for the period from inception to June 30, 2009. There was no cash flow provided by investing activities for thesix month period ended June 30, 2009as compared to$1,000,000for thesix month period ended June 30, 2008 that can be attributed to the sale of our research vessel and related equipment.

Cash flow provided byfinancing activities was $3,696,019for the period from inception to June 30, 2009. Cash flow used infinancing activities for the six month period ended June 30, 2009was $30,523as compared to cash flow used in financing activities of $400,200for thesix month period ended June 30, 2008. Cash flow provided byfinancing activities in the current periods can be attributed to shareholder loans. 

The Company’s current assets are insufficient to conduct our plan of operation over the next twelvemonths and we will have to seek debt or equity financing to fund operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can begiven that funding isavailable or available to the Company on acceptable terms. The Company’s shareholdersmay provide a source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. The Company’s inability to obtain funding has had a material adverse affect on our        plan of operation and will continue todiminish our efforts.         

The Company does not expect to pay cash dividends in the foreseeable future.         The Companyhad no lines of credit or other bank financing arrangements as of June 30, 2009. The Companyhas no defined benefit plan or contractual commitment with any of its officers or directorsas of June 30, 2009. 

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The Companyhas no plans for the purchase or sale of any plant or equipment. 

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

***Off Balance Sheet Arrangements***

As of June 30, 2009we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that arematerial to stockholders.

***Going Concern***

The Company’s auditors have expressed an opinion as to our ability to continue as a going concern as a result of an accumulated deficit of $3,928,861 as of December 31, 2008, which increased to $3,958,456 as of June 30, 2009.Our ability to continue as a going concern is subject to the ability of the        Company to obtain the necessary funding from outside sources. Management’s plan to address the Company’s abilityto continue as a going concernincludes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale ofsecurities; (iii) establishing revenuesfrom a suitable business        opportunity; (iv) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

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

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

|  | ·      | the sufficiency of existing capital resources; |
|--|----------------------------------------|------------------------------------------------|

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

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

|  | ·      | the ability of the Company to generate revenues to fund future operations; |
|--|----------------------------------------|----------------------------------------------------------------------------|

|  | ·      | the volatility of the stock market; and |
|--|----------------------------------------|-----------------------------------------|

|  | ·      | general economic conditions. |
|--|----------------------------------------|------------------------------|

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

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***Stock-Based Compensation***

** **

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

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

***Recent Accounting Pronouncements***

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167 *Amendments to FASB Interpretation No. (46R).*SFAS 167 is a revision of FASB Interpretation No. 46(R), *Consolidation of Variable        Interest Entities,*and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that is most significantly impacts the        entity’s economic performance. SFAS No. 167 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. The Company is currently unable to determine what impact the future application of SFAS No. 167 may have on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, *Accounting for Transfers of Financial Assets- an Amendment to FASB Statement No. 140.*SFAS No. 166 is a revision to SFAS No. 140, *Accounting for Transfers and Servicing of        Financial Assets and Extinguishments of Liabilities,*and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS No. 166 eliminates the concept of a “qualifying special purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.        SFAS No. 166 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. The Company is currently unable to determine what impact the future application of SFAS No. 166        may have on its consolidated financial statements.          

In May 2009, the FASB issued SFAS No. 165, *Subsequent Events.*SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are        available to be issued. SFAS No. 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. The disclosure is intended to alert all users of financial statements that an entity has not evaluated subsequent events after the date in the set of financial statements being presented. SFAS No. 165 is        effective for interim and annual periods ending after June 15, 2009, or the Company’s fiscal quarter beginning July 1, 2009. The Company does not believe that the implementation of SFAS No. 165 will have a material impact on its consolidated financial statements.

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**ITEM 3.     ****QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

**ITEM 4T.     ****CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures***

In connection with the preparation of this quarterlyreport, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in        Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of June 30, 2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the        chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.                  Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief        financial officer, to allow timely decisions regarding required disclosures.

***Changes in Internal Control over Financial Reporting***

 

During the period ended June 30, 2009there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS         **

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

**ITEM 1****A****.****     RISK FACTORS         **

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

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***The******C******ompany’s ability to continue as a going concern is in question***

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

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

Since the beginning or our development stage, our operations have resulted in a continuation of losses and an accumulated deficit which reached $3,958,456 as of June 30, 2009.The Company has never realized revenue from operations. We will continue to incur operating losses as we maintain our search for a suitable business        opportunity and satisfy our ongoing disclosure requirements with the Commission. Such continuing losses could result in a decrease in share value.

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

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

***The Company will require additional capital funding.***

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

***C******orporate control lies in the hands of one shareholder.***

  

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

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

        The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to        day.

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***The Company does not pay cash dividends.***

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

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

***Our internal controls over financial reporting may not be considered effective******in the future******, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock        price.***

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we arerequired 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, ourinvestors could lose confidence in the accuracy and completeness of our financial reports, which in turn could        cause our stock price to decline.

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

The Company’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act as follows:         

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

15g-1     which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

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

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

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

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

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

15g-9     which defines sales practice requirements. 

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

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

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

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

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

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

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

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

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.          

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

None.

**ITEM 5.     OTHER INFORMATION         **

None.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-Kare listed in the Index to Exhibits on page 23of this Form 10-Q, and are incorporated herein by this reference.

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**SIGNATURES**

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

| ***Planktos Corp.****          *                                                                   | ***Date***      |
|------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|
| /s/ Michael Jame Gobuty

By: Michael James Gobuty

Its: Chief Executive Officer, Chief Financial Officer, Principal 

Accounting Officerand Director | August 14, 2009 |

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**INDEX TO EXHIBITS**

***Exhibit     Description***

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

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

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

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

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

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

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

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

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

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

               

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

      *     Incorporated by reference to previous filings of the Company.

     

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