**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 **September 30,        20****0****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 November 20, 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   Condensed Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008 (audited)   4   Unaudited Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2009 and September 30, 2008 and the period from inception   5   Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2009 and September 30, 2008and 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**  19  **ITEM 1A.  Risk Factors**  19  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  22  **ITEM 3.     Defaults upon Senior Securities**  22  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  22  **ITEM 5.     Other Information**  22  **ITEM 6.     Exhibits**  22  **Signatures**  23 **Index to Exhibits**  24 **

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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**                    |                                                     |                                                                                               |                                 |   |        |
|                                               |                                                     |                                                                                               |                                 |   |        | September 30, 2009 |   | December 31,

2008 |
|                                               |                                                     |                                                                                               |                                 |   |        | (Unaudited) |   | (Audited)  |
| **ASSETS**                                         |                                                     |                                                                                               |                                 |   |        |   |
|                                               | CURRENT ASSETS                                           |                                                                                               |                                 |   |        |   |
|                                               |                                                     | Cash                                                                                               |                                 | $      | 438         | $ | 22,454 |
|                                               |                                                     |                                                                                               |                                 |   |        |   |   |   |
|                                               |                                                     |                                                                                               | Total Current Assets                 |   |        | 438 |   | 22,454 |
|                                               |                                                     |                                                                                               |                                 |   |        |   |   |   |
|                                               | OTHER ASSETS                                             |                                                                                               |                                 |   |        |   |
|                                               |                                                     | Net assets of discontinued operations                                                              |                                 |   | -           |   | 13 |
|                                               |                                                     |                                                                                               |                                 |   |        |   |   |   |
|                                               |                                                     |                                                                                               | Total Other Assets                   |   |        | - |   | 13 |
|                                               |                                                     |                                                                                               |                                 |   |        |   |   |   |
|                                               | **TOTAL ASSETS**                                         |                                                                                               | $                                    | 438    | $           | 22,467 |
|                                               |                                                     |                                                                                               |                                 |   |        |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** |                                                     |                                                                                               |                                 |
|                                               | CURRENT LIABILITIES                                      |                                                                                               |                                 |   |        |   |
|                                               |                                                     | Accounts payable                                                                                   |                                 | $      | 48,418      | $ | 73,351 |
|                                               |                                                     | Advances payable – related parties                                                           |                                 |   | 112,894     |   | 70,345 |
|                                               |                                                     |                                                                                               |                                 |   |        |   |   |   |
|                                               |                                                     |                                                                                               | Total Current Liabilities            |   |        | 161,312 |   | 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 September 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                                                       |                                 |   | (3,968,506) |   | (3,928,861) |
|                                               |                                                     |                                                                                               |                                 |   |        |   |   |   |
|                                               |                                                     |                                                                                               | Total Stockholders' Equity (Deficit) |   |        | (212,130) |   | (172,485) |
|                                               | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** |                                                                                               |                                 |   |        |
|                                               | $                                                        | 438                                                                                                | $                                    | 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 |   | For the Nine Months Ended |      | to September   |
| September 30                                                            |                        | September 30                 | 30, 2009)  |
|                                                                    |                        |                         |       | 2009                       |   | 2008                      |      | 2009           |        | 2008               |   |   |
|                                                                    |                        |                         |       | (Unaudited)                |   | (Unaudited)               |      | (Unaudited)    |        | (Unaudited)        |   | (Unaudited) |
| REVENUES                                                                |                        | $ -                          |       | $ -                        |   | $ -                       |      | $ -            |        | $ -                |
| OPERATING EXPENSES                                                      |                        |                         |       |                       |   |                      |      |           |        |               |
|                                                                    | Bad debt expense            |                         | -          |                       | -      |                      | -         |           | -           |               | 32,876 |
|                                                                    | General and administrative  |                         | 10,037     |                       | 12,278 |                      | 39,979    |           | 112,828     |               | 1,181,541 |
|                                                                    | Research and development    |                         | -          |                       | -      |                      |      |           | -           |               | - |
|                                                                    | Vessel operating expenses   |                         | -          |                       | -      |                      | -         |           | -           |               | - |
|                                                                    |                        | Total Operating Expenses     |       | 10,037                     |   | 12,278                    |      | 39,979         |        | 112,828            |   | 1,214,417 |
| LOSS FROM OPERATIONS                                                    |                        | (10,037)                     |       | (12,278)                   |   | (39,979)                  |      | (112,828)      |        | (1,214,417)        |
| OTHER INCOME (EXPENSE)                                                  |                        |                         |       |                       |   |                      |      |           |        |               |
|                                                                    | Other income                |                         | -          |                       | -      |                      | -         |           | 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) |       | -                          |   | -                         |      | -              |        | (5,312)            |   | 1,926 |
| NET LOSS BEFORE INCOME TAX                                              |                        | (10,037)                     |       | (12,278)                   |   | (39,979)                  |      | (118,140)      |        | (1,212,491)        |
| INCOME TAX EXPENSE                                                      |                        | -                            |       | -                          |   | -                         |      | -              |        | -                  |
| NET LOSS FROM CONTINUING OPERATIONS                                     |                        | (10,037)                     |       | (12,278)                   |   | (39,979)                  |      | (118,140)      |        | (1,212,491)        |
| GAIN (LOSS) ON DISCONTINUED OPERATIONS                                  | (13)                        |                         | 1,061      |                       | 334    |                      | (117,886) |           | (2,756,015) |
| NET LOSS                                                                |                        | $ (10,050)                   |       | $ (11,217)                 |   | $ (39,645)                |      | $ (236,026)    |        | $ (3,968,506)      |
| NET LOSS PER SHARE, CONTINUING                                          |                        |                         |       |                       |   |                      |      |           |        |               |
| OPERATIONS                                                              |                        | $ (0.00)                     |       | $ (0.00)                   |   | $ (0.00)                  |      | $ (0.00)       |        |               |
| NET LOSS PER SHARE, DISCONTINUED                                        |                        |                         |       |                       |   |                      |      |           |        |               |
| OPERATIONS                                                              |                        | $ (0.00)                     |       | $ 0.00                     |   | $ 0.00                    |      | $ (0.00)       |        |               |
| NET LOSS PER SHARE, BASIC AND                                           |                        |                         |       |                       |   |                      |      |           |        |               |
| DILUTED                                                                 |                        | $ (0.00)                     |       | $ (0.00)                   |   | $ (0.00)                  |      | $ (0.00)       |        |                    |
| WEIGHTED AVERAGE NUMBER OF COMMON                    SHARES OUTSTANDING |                             |                         |       |                       |        |                      |      |           |             |
| 84,751,838                                                              | 84,751,838                  |                         | 84,751,838 | 84,751,838                 |   |

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

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| **PLANKTOS CORP**                                 |                                                        |                                      |     |                      |      |                |
|---------------------------------------------------|-------------------------------------------------------------|-------------------------------------------|----------|---------------------------|-----------|---------------------|
| **(formerly Diatom Corporation)**                 |                                                        |                                      |     |                      |      |                |
| **(A Development Stage Company)**                 |                                                        |                                      |     |                      |      |                |
| **INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS** |                                                        | From Inception                            |
|                                              |                                                        |                                      |     |                      |      | (February 11, 2005) |
|                                              |                                                        |                                      |     | For the Nine Months Ended |      | to September        |
|                                              |                                                        | September 30                              |     | 30, 2009)                 |
|                                              |                                                        |                                      |     | 2009                      |      | 2008                |   |   |
|                                              |                                                        |                                      |     | (Unaudited)               |      | (Unaudited)         |   | (Unaudited) |
| CASH FLOWS FROM OPERATING ACTIVITIES:             |                                                        |                                      |     |                      |      |
| Net loss                                          | $                                                           | (39,645)                                  | $        | (118,140)                 | $         | (1,212,157)         |
| 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 |                                      | 13       |                      | 4,720     |                | 13 |
|                                              | Increase (decrease) in accounts payable                     |                                      | (24,933) |                      | (96,773)  |                | 143,856 |
|                                              | Increase (decrease) in other liabilities                    |                                      | -        |                      | (3,242)   |                | 3,242 |
|                                              | Increase (decrease) in accrued interest payable             |                                      | -        |                      | -         |                | 32,614 |
|                                              | Net Cash (Used in) Continuing Operating Activities          |                                      | (64,565) |                      | (213,435) |                | (955,586) |
|                                              | Net Cash (Used in) Discontinued Operating Activities        |                                      | -        |                      | (362,939) |                | (3,001,415) |
|                                              |                                                        | Net Cash (Used in) Operating Activities   |     | (64,565)                  |      | (576,374)           |   | (3,957,001) |
| 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                       | 42,549                                    |     | -                         |      | 1,632,299           |
|                                              | Loan principal repayments                                   |                                      | -        |                      | -         |                | (328,916) |
|                                              | Discontinued operations                                     |                                      | -        |                      | (402,173) |                | (472,423) |
|                                              |                                                        | Net Cash Provided by Financing Activities | 42,549   |                      | (402,373) |                | 3,708,045 |
| NET INCREASE (DECREASE) IN CASH AND               |                                                        |                                      |     |                      |      |
| CASH EQUIVALENTS                                  |                                                        | (22,016)                                  |     | 21,253                    |      | 438                 |
| CASH AT BEGINNING OF PERIOD                       |                                                        | 22,454                                    |     | 56,560                    |      | -                   |
| CASH AT END OF PERIOD                             |                                                        | $ 438                                     |     | $ 77,813                  |      | $ 438               |
| SUPPLEMENTAL CASH FLOW INFORMATION                |                                                        |                                      |     |                      |      |
|                                              | CASH PAID FOR:                                              |                                      |     |                      |      |                |   |
|                                              |                                                        | Interest                                  |     | $ -                       |      | $ -                 |   | $ - |
|                                              |                                                        | Income taxes                              |     | $ -                       |      | $ -                 |   | $ - |

NON-CASH FINANCING AND INVESTING TRANSACTIONS

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

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

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

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

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

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**September 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 technology        associated 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 was deemed for financial reporting purposes to have acquired the Company in a reverse acquisition that was accounted for as a recapitalization of the Company. The        surviving entity reflected the assets and liabilities of Planktos and the Company at their historical book value. The issued common stock was that of the Company, the accumulated deficit was that of Planktos, and the statements of operations was that of the Company for the year ended December 31, 2007 and 2006 and cumulative amounts, plus that of Planktos from August 9, 2007 through December 31, 2007.                  The Company is a development stage company and 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. Inthe first quarter of 2008 Planktos terminated all employees, liquidated substantially all of its assets and closed its Foster City, California office. As        of September 30, 2009 a cumulative loss of $2,756,015 has been recognized as a loss in discontinued operations.

These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles        for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2008 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all        adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

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

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**September 30, 2009**

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

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

Accounting Method

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

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 of the Company’s cash was within federallyinsured limits.

Concentrations

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

Development Stage Activities

The Company has 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"). 

Earnings (Loss) Per Share 

The Company presents earnings 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, 2009 and fiscal year 2008, diluted net loss per share was the same as basic net loss per share as the common stock equivalents outstanding were        considered anti-dilutive. 

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

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**September 30, 2009**

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

Fair Value Measurements

FASB ASC 820 “Fair 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. 

ASC 820 clarifies the definition of fair value of assets and liabilities, establishes a framework for measuring fair value of assets and liabilities and expands the disclosures on fair value measurements.  The Company adopted the methods of fair value to value its financial assets and liabilities effective January 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 statements.  ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.  ASC 820 establishes consistency and comparability by providing a fair value hierarchy that        prioritizes the inputs to valuation techniques into three broad levels, described below:          

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

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

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

The Company does not have any assets or liabilities measured at fair value on a reoccurring basis at September 30, 2009. There were no fair value adjustments made during the period ended September 30, 2009.

**Principles of Consolidation**

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

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

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**September 30, 2009**

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

Provision for Taxes 

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 period ended September 30, 2009.

Subsequent Events 

On July 1, 2009, the Company adopted ASC 855, “Subsequent Events.” ASC 855 provides authoritative accounting and disclosure guidance for events occurring subsequent to the financial statement date. Prior to ASC 855, this subject was only addressed in the U.S. by existing auditing standards. The guidance in ASC 855 is similar to the existing        guidance found in the auditing standards with some exceptions that are not intended to result in significant changes in the accounting and disclosure for subsequent events. For the Company’s unaudited condensed consolidated financial statements and related notes as of and for the three months and nine months ended September 30, 2009 contained in this Quarterly Report on Form 10-Q, the Company has evaluated subsequent events through November 23, 2009. This date is the issuance        date of the financial statements and the date the Company’s Quarterly Report on Form 10-Q was electronically transmitted to the U.S. Securities and Exchange Commission. 

Recent Accounting Pronouncements

In September 2009, the Financial Accounting Standards Board (FASB) issued ASU2009-12, *Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).*This update        provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update are effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The adoption of this update will have        no material effect on the Company’s financial condition or results of operations.

In August 2009, the FASB issued ASU2009-05, *Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value*. This update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall,        for the fair value measurement of liabilities. The guidance provided in this update is effective for the first reporting period beginning after issuance. The adoption of this statement has hadno material effect on the Company’s financial condition or results of operations.         

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

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**September 30, 2009**

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

 

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, *The FASB Accounting Standards Codification**TM**and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement        No. 162*, which is codified in FASB ASC 105, *Generally Accepted Accounting Principles*(“ASC 105”). ASC 105 establishes the Codification as the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and        Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoptionof ASC 105 has had no material effect on the Company’s financial condition or results of operation.

In June 2009, the FASB issued SFAS No. 167, *Amendments to FASB Interpretation No. 46(R)*(“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation        analysis under FASB ASC 810, *Consolidation*and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this update will have no material affect on the Company’s financial condition or results of operations.

In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, *Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140*” (“SFAS 166”). This statement removes        the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities,*to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations. 

In May, 2009, FASB issued ASC 855 *Subsequent Events*which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be        issued.

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.

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

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**September 30, 2009**

**NOTE 3 – GOING CONCERN**

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has limited cash, no revenues, a negative working capital of $160,874,and an accumulated deficit since the inception of $3,968,506. These        factors indicate that the Company may be unable to continue in existence. The Company is currently putting business plans in place which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans includes the following: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; 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 nine months ended September 30, 2009.

Warrants

A summary of the Company’s warrants at September 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 September 30, 2009 |   | -           |   | $ -      |   | -         |

**NOTE 5 – RELATED PARTY TRANSACTIONS         **

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

During the first nine months of 2009, $4,992 was advancedto the Company by Solar Energy Ltd. for audit fees. 

During the first nine months of 2009, $41,405 was advancedto the Company by Maidon Services Limited for legal, accounting and audit fees. 

These advances have no repayment terms and do not bear interest.

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

**CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**September 30, 2009**

**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 ASC        205 "Presentation of Financial Statements for Discontinued Operations" and ASC 360 "Impairment or Disposal of Long-Lived Assets ( Formerly FAS 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 September 30, 2009 a cumulative loss of $2,756,015 has been recognized as a loss in discontinued operations.

**NOTE 7 – CONTROL RELATIONSHIP         **

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

**NOTE 8 – SUBSEQUENT EVENTS         **

For the period ended September 30, 2009, there were no recognizable or nonrecognizable subsequent events except the following:

On November 18, 2009 the Company executed an agreement with Lagos Investments, Inc. whereby the Company agreed to sell its wholly owned subsidiary Planktos, Inc. to Lagos in exchange for an initial payment of $100,000 and in the event that Lagos is successful in commercializing any proprietary technology belonging to Planktos, an additional        payment of $10,000,000. Lagos has not paid any of the recited consideration to date and the agreement is yet to be concluded.

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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 ninemonthperiodsended September30, 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 ninemonth periodended September30, 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 September30, 2009the Company incurred a net loss of $3,968,506.Net losses for the ninemonth period ended September30, 2009were $10,050as compared to $11,217for the ninemonth period ended September30, 2008. The decrease in net losses can be attributedto a decline in general and administrative expenses in the current ninemonth 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 September 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 $160,874as of September30, 2009. Our assets consisted of $438 in cash. Our current liabilitieswere $161,312consisting of advancespayable to related partiesand accounts payable.Our net liabilities from discontinued operations were $51,256. Totalstockholders' deficit in the Company was$212,130 as ofSeptember 30, 2009. 

Cash flow used in operating activities was $3,957,001 for the period from inceptionto September 30, 2009. Cash flow used in operating activities for the ninemonth period ended September 30, 2009was $64,565as        compared to $576,374for theninemonth period ended September 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 September 30, 2009. There was no cash flow provided by investing activities for theninemonth period ended September 30, 2009as compared to$1,000,000for theninemonth period ended September 30, 2008 that can be attributed to the sale of our research vessel and related equipment.

Cash flow provided byfinancing activities was $3,708,045for the period from inception to September 30, 2009. Cash flow used infinancing activities for the ninemonth period ended September 30, 2009was $42,549as compared to cash flow used in financing activities of $402,373for theninemonth period ended September 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 September 30, 2009. The Companyhas no defined benefit plan or contractual commitment with any of its officers or directorsas of September 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 September 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 $3,968,506as of September 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***

We have 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. 

**We account for equity instruments issued in exchange for the receipt of goods or services from other than employeesin accordance with ASC 505. 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.**

***Recent Accounting Pronouncements***

In September 2009, the Financial Accounting Standards Board (FASB) issued ASU2009-12, *Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).*This update        provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update are effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The adoption of this update will have        no material effect on the Company’s financial condition or results of operations.

In August 2009, the FASB issued ASU2009-05, *Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value*. This update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall,        for the fair value measurement of liabilities. The guidance provided in this update is effective for the first reporting period beginning after issuance. The adoption of this statement has hadno material effect on the Company’s financial condition or results of operations.

In June 2009, the FASB issued SFAS No. 168, *The FASB Accounting Standards Codification**TM**and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement        No. 162*, which is codified in FASB ASC 105, *Generally Accepted Accounting Principles*(“ASC 105”). ASC 105 establishes the Codification as the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and        Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoptionof ASC 105 has had no material effect on the Company’s financial condition or results of operation.

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In June 2009, the FASB issued SFAS No. 167, *Amendments to FASB Interpretation No. 46(R)*(“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation        analysis under FASB ASC 810, *Consolidation*and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this update will have no material affect on the Company’s financial condition or results of operations.         

In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, *Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140*” (“SFAS 166”). This statement removes        the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities,*to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations. 

In May, 2009, FASB issued ASC 855 *Subsequent Events*which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be        issued.

**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 September30, 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.

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

 

During the period ended September30, 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. 

***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 $3,968,506as of September30, 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.

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***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.

***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.

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***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;

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: 

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|  | ·      | 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 24of this Form 10-Q, and are incorporated herein by this reference.

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**SIGNATURES**

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

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

By: Michael James Gobuty

Its: Chief Executive Officer, Chief Financial Officer, Principal 

Accounting Officerand Director | November 23, 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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