**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 **March 31****,        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 May 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 March 31, 2009 (unaudited) and December 31, 2008 (audited)   4   Unaudited Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2009 and March 31, 2008 and the period from inception   5   Unaudited Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2009 and March 31, 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**  12  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  17  **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** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                    |   |   |   |   |   | March 31, |   | December 31, |
|                                                                                                                                                    |   |   |   |   |   | 2009 |   | 2008 |
|                                                                                                                                                    |   |   |   |   |   | (Unaudited) |   |   |
| **ASSETS**                                                                                                                                              |   |   |   |   |   |   |
|                                                                                                                                                    | CURRENT ASSETS |   |   |   |   |   |
|                                                                                                                                                    |   | Cash |   | $ | 5,574 | $ | 22,454 |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                    |   |   | Total Current Assets |   |   | 5,574 |   | 22,454 |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                    | OTHER ASSETS |   |   |   |   |   |
|                                                                                                                                                    |   | Net assets of discontinued operations |   |   | 13 |   | 13 |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                    |   |   | Total Other Assets |   |   | 13 |   | 13 |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                    | **TOTAL ASSETS** |   | $ | 5,587 | $ | 22,467 |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                                      |   |   |   |
|                                                                                                                                                    | CURRENT LIABILITIES |   |   |   |   |   |
|                                                                                                                                                    |   | Accounts payable |   | $ | 67,790 | $ | 73,351 |
|                                                                                                                                                    |   | Advances payable – related parties |   |   | 69,444 |   | 70,345 |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                    |   |   | Total Current Liabilities |   |   | 137,234 |   | 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 84,751,838at |   |   |   |   |
|                                                                                                                                                    |   | March 31, 2009and 84,751,838 shares at December 31, 2008 | 84,752 |   | 84,752 |
|                                                                                                                                                    |   | Additional paid-in capital |   |   | 3,671,624 |   | 3,671,624 |
|                                                                                                                                                    |   | Deficit accumulated during development stage |   |   | (3,939,279) |   | (3,928,861) |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                    |   |   | Total Stockholders' Equity (Deficit) |   |   | (182,903) |   | (172,485) |
|                                                                                                                                                    | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY** |   |   |   |   |
|                                                                                                                                                    | $ | 5,587 | $ | 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)to |
|                                                                                                                                                                      |   |   |   | For the Three Months Ended |   | March 31, |
|                                                                                                                                                                      | March 31, |   | 2009 |
|                                                                                                                                                                      |   |   |   | (Unaudited) |   | (Unaudited) |
|                                                                                                                                                                      |   |   |   | 2009 |   | 2008 |   |   |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| REVENUES                                                                                                                                                                  | $ | - | $ | - | $ | - |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES                                                                                                                                                        |   |   |   |   |   |   |
|                                                                                                                                                                      | Bad debt expense |   | - |   | - |   | 32,876 |
|                                                                                                                                                                      | General and administrative |   | 10,418 |   | 66,949 |   | 1,151,980 |
|                                                                                                                                                                      | Research and development |   | - |   | - |   | - |
|                                                                                                                                                                      | Vessel operating expenses |   | - |   | - |   | - |
|                                                                                                                                                                      |   | Total Operating Expenses |   | 10,418 |   | 66,949 |   | 1,184,856 |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATIONS                                                                                                                                                      |   | (10,418) |   | (66,949) |   | (1,184,856) |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| OTHER INCOME (EXPENSE)                                                                                                                                                    |   |   |   |   |   |   |
|                                                                                                                                                                      | Other income |   | - |   | 600 |   | 11,119 |
|                                                                                                                                                                      | Other income- related party |   | - |   | - |   | 61,000 |
|                                                                                                                                                                      | Interest income |   | - |   | 3 |   | 3,522 |
|                                                                                                                                                                      | Interest expense |   | - |   | (7,000) |   | (73,715) |
|                                                                                                                                                                      |   | Total Other Income (Expense) |   | - |   | (6,397) |   | 1,926 |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| NET LOSS BEFORE INCOME TAX                                                                                                                                                |   | (10,418) |   | (73,346) |   | (1,182,930) |
| INCOME TAX EXPENSE                                                                                                                                                        |   | - |   | -  |   | - |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| NET LOSS FROM CONTINUING OPERATIONS                                                                                                                                       |   | (10,418) |   | (73,346) |   | (1,182,930) |
| LOSS ON DISCONTINUED OPERATIONS                                                                                                                                           |   | - |   | (118,879) |   | (2,756,349) |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| NET LOSS                                                                                                                                                                  | $ | (10,418) | $ | (192,225) | $ | (3,939,279) |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| NET LOSS PER SHARE, CONTINUING                                                                                                                                            |   |   |   |   |   |   |
| OPERATIONS                                                                                                                                                                | $ | (0.00) | $ | (0.00) |   |   |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| NET LOSS PER SHARE, DISCONTINUED                                                                                                                                          |   |   |   |   |   |   |
| OPERATIONS                                                                                                                                                                | $ | (0.00) | $ | (0.00) |   |   |
|                                                                                                                                                                      |   |   |   |   |   |   |   |   |
| NET LOSS PER SHARE, BASIC AND DILUTED                                                                                                                                     | $ | (0.00) | $ | (0.00) |   |   |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                                                                                                                      |   |  | $ |   |   |  |
| $                                                                                                                                                                         | 84,751,838 | 84,751,838 |  |

The accompanying condensed notes are an integral part of 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)to |
|                                                                                                                                                                      |   |   |   | For the Three Months Ended |   | March 31, |
|                                                                                                                                                                      | March 31, |   | 2009 |
|                                                                                                                                                                      |   |   |   | (Unaudited) |   | (Unaudited) |
|                                                                                                                                                                      |   |   |   |           2009 |   | 2008 |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                                                     |   |   |   |   |   |
| Net loss from continuing operations                                                                                                                                       | $ | (10,418) | $ | (73,346) | $ | (1,182,930) |
| Adjustments to reconcile net loss to net cash                                                                                                                             |   |   |   |   |   |   |
| (usedin) operating activities:                                                                                                                                            |   |   |   |   |   |   |
|                                                                                                                                                                      | Depreciation |   | - |   | - |   | 35,745 |
|                                                                                                                                                                      | Expenses paid through contribution of paid in capital | - |   | - |   | 41,101 |
|                                                                                                                                                                      | Increase (decrease) in accounts payable |   | (5,561) |   | (96,422) |   | 163,228 |
|                                                                                                                                                                      | Increase (decrease) in other liabilities |   | - |   | (3,242) |   | 3,242 |
|                                                                                                                                                                      | Increase (decrease) in accrued interest payable |   | - |   | - |   | 32,614 |
|                                                                                                                                                                      | Net Cash (used in) Continuing Operating Activities | (15,979) |   | (173,010) |   | (907,000) |
|                                                                                                                                                                      | Net Cash (used in) Discontinued Operating Activities | - |   | (331,318) |   | (3,001,415) |
|                                                                                                                                                                      |   | Net Cash (used in) Operating Activities |   | (15,979) |   | (504,328) |   | (3,908,415) |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                                                                     |   |   |   |   |   |
|                                                                                                                                                                      | Acquisition of business |   | - |   | - |   | 72,700 |
|                                                                                                                                                                      | Discontinued operations |   |           - |   | 1,000,000 |   | 176,694 |
|                                                                                                                                                                      |   | Net Cash provided by 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 | - |   | - |   | 1,589,750 |
|                                                                                                                                                                      | Loan principal repayments |   | (901) |   | (400,000) |   | (329,817) |
|                                                                                                                                                                      | Discontinued operations |   | - |   | - |   | (472,423) |
|                                                                                                                                                                      |   | Net Cash provided by(used in) Financing Activities | (901) |   | (400,200) |   | 3,664,595 |
| NET INCREASE (DECREASE) IN CASH AND                                                                                                                                       |   |   |   |   |   |
| CASH EQUIVALENTS                                                                                                                                                          |   | (16,880) |   | 95,472 |   | 5,574 |
| CASH AT BEGINNING OF PERIOD                                                                                                                                               |   | 22,454 |   | 56,560 |   | - |
| CASH AT END OF PERIOD                                                                                                                                                     | $ | 5,574 | $ | 152,032 | $ | 5,574 |
| SUPPLIMENTAL 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)**

**CONDE NSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**March 31, 2009**

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

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

The Company was engaged in the carbon offset business through efforts to prove out an “iron-fertilization” technology.

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. Inthe first quarter of 2008 Planktos terminated all employees, liquidated substantially all of its assets and closed its Foster City, California office.        As of March 31, 2009 a cumulative loss of $2,756,349 has been recognized as a loss in discontinued operations.

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

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

**CONDE NSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**March 31, 2009**

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

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of March 31, 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 been in the development stage since inception. The Company has no revenues from its planned operations. The Company is in the development stage according to Financial Accounting Standards Board Statement No. 7 and is currently focusing its attention on raising capital in order to pursue its goals.

Earnings (Loss) Per Share 

The Company adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted        average common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. For the three months ended March 31, 2009 and fiscal year2008, diluted net loss per share was the same as basic net loss per share as the common stock equivalents outstanding were considered anti-dilutive. 

Fair Value Measurements

The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, trade accounts receivable, accounts payable and related party payables. All instruments are accounted for on a historical cost basis, which, due to the short maturity of        these financial instruments, approximates fair value at March 31, 2009 and December 31, 2008.                  Effective January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) SFAS No.157, *Fair Value Measurements*(SFAS 157). The provisions of SFAS 157 are applicable to all of the Company’s assets and liabilities that are measured and recorded at fair value. SFAS 157 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a        liability in the principal or most advantageous market in an orderly transaction between market participants. SFAS 157 establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by SFAS 157 are described below.                              

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

**CONDE NSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**March 31, 2009**

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

Fair Value Measurements - continued

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

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

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

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

Going Concern 

As shown in the accompanying financial statements, the Company had no revenues, a negative working capital of $182,903 and an accumulated deficit of $3,939,279 incurred through March 31, 2009. The Company is currently seeking out a new business opportunity that might, if successful, mitigate those factors which raise substantial doubt about the Company’s        ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.          

**Principles of Consolidation**

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

Provision for Taxes 

Effective November 1, 2007, the Company adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, *Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109*(“FIN 48”).        FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, *Accounting for Income Taxes*. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48        provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have a material impact on the Company’s financial position, results of operation or liquidity.                    Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not        believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

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

**CONDE NSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**March 31, 2009**

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

Use of Estimates

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

**NOTE 3 – GOING CONCERN**

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has limited cash, no revenues, and an accumulated deficit since the inception of $3,939,279. These factors indicate that the Company may be unable to continue in existence. The        Company is currently putting business plans in place which will, if successful, mitigate these factors which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans includes the following: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; (3) establishing revenues from commercializing its project; and (4) obtaining loans and grants from various        financial institutions, where possible. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence.

**NOTE 4 – CAPITAL STOCK**

Common Stock 

There were no equity or stock option transactions for the three months ended March 31, 2009.

Warrants

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

 

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

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

**CONDE NSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**

**March 31, 2009**

**NOTE 5 – RELATED PARTY TRANSACTIONS         **

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

**NOTE 6 – DISCONTINUED OPERATIONS         **

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

As of March 31, 2009 a cumulative loss of $2,756,349 has been recognized as a loss in discontinued operations.

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

This *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of this quarterly 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 threemonthperiod ended March 31, 2009. 

**Discussion and Analysis**

The Company’s plan of operation for the coming year is to identify andacquire a favorable business opportunity through 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, as of the date of        this filing.

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

**Results of Operations**

 

During the three month periodended March31, 2009the Company was focused on (i)        pursuingfinancing commitments for its plan of operation, (ii) beginning thesearch for a business opportunity to develop through merger or acquisition,and (iii) satisfying continuous public disclosure requirements.

The Company hasnot generated any revenues since inception. Since wehave nocurrent ability to generate revenue, we expectto continue to incur losses for the foreseeable future.

***Net Losses***              For the period from inception until March31, 2009the Company incurred a net loss of $3,939,279.Net losses for the threemonth period ended        March 31, 2009were $10,418as compared to $192,225for the threemonth period ended March 31,        2008. The Company’s net losses in the current period are attributable to general and administrative expenses while losses in the former period are primarily attributable to discontinued operations. 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 another business opportunity fordevelopment through merger or acquisition.

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

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

***Impact of Inflation***

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

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

***Liquidity and Capital Resources*** 

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and stockholders’ equity.We have been funded since inception from public or private debt or equity placements or by major shareholders in the form of loans.         The Company had a working capital deficit of $131,660as of March 31, 2009. Our assets consisted of $5,574in cash and $13 in net assets of discontinued operations. Our current liabilitieswere $137,234consisting of advancespayable to related partiesand accounts payable.Our net liabilities from discontinued operations were $51,256. Totalstockholders' deficit in the Company was$182,903as ofMarch31, 2009. 

Cash flow used in operating activities was $3,908,415for the period from inceptionto March 31, 2009. Cash flow used in operating activities for the threemonth period ended March 31, 2009was $15,979as compared to $504,328for thethree month period ended March 31, 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 March31, 2009. There was no cash flow provided by investing activities for thethree month        period ended March 31, 2009as compared to$1,000,000for thethree month period ended March 31, 2008 attributed to the sale of our research vessel and related equipment.

Cash flow provided byfinancing activities was $3,664,595for the period from inception to March 31, 2009. Cash flow used infinancing activities for the three month period ended March        31, 2009was $901as compared to $400,200for thethree month period ended March 31, 2008. Cash flow used in financing activities in the        periodscan be primarily attributed to loan repayments. 

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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 March 31, 2009.          The Companyhas no defined benefit plan or contractual commitment with any of its officers or directorsas of March 31, 2009. 

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 March 31, 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 $3,939,279 as of March 31, 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: 

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|  | ·      | 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.

***Stock-Based Compensation***

** **

We have adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the        enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under        Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified        prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first        day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.Prior to the adoption of SFAS No 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We        applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.         

The Company has no outstanding stock options or related stock option expense as of March31, 2009.

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

***Recent Accounting Pronouncements***

In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, *Accounting for Defensive Intangible Assets*(EITF 08-7). EITF 08-07 applies to all acquired intangible assets in which the acquirer does not intend to actively use the assets but intends to        hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transmission period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. The Companydoes not expect the adoption of EITF 08-7 to have a material impact on its        consolidated financial statements.

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

In May, 2008, the FASB issued SFAS No. 163, *Accounting for Financial Guarantee Insurance Contracts—an interpre**tation of FASB Statement No. 60*(SFAS 163). SFAS 163requires that an        insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163alsoclarifies how SFAS60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim        liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. SFAS 163requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of SFAS 163 will improve the quality of information provided to users of financial statements. SFAS 163is effective for financial        statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginningafter issuance of SFAS 163.        Except for those disclosures, earlier application is not permitted. The adoption of SFAS 163will have no material effect on the Company’s financial condition or results of operations.           

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In May, 2008, the FASBissued SFAS No. 162, *The Heirarchy of Generally**Accepted Accounting Principles*(SFAS 162). SFAS 162identifies the sources of        accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The sources of accounting principles that are generally accepted are categorized in descending order of authority as follows:          

a.      FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the        FASB

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

c.     AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of *EITF Abstracts* (EITF D-Topics)

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

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

In March 2008, the FASB issued SFAS No. 161, *Disclosures about Derivative Instruments and Hedging Activities—an amen**dment of FASB Statement No. 133*(SFAS No. 161).SFAS 161changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial        position, financial performance, and cash flows. SFAS 161is intended to enhance the current disclosure framework in SFAS 133. SFAS 161requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of        derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, SFAS 161requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments. The adoption of SFAS 161will have no material effect on the Company’s financial condition or results of operations. 

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

Not required.

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

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

In connection with the preparation of this 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 March 31, 2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the        chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.                  Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief        financial officer, to allow timely decisions regarding required disclosures.

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

 

During the period ended March 31, 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 $3,939,279 as of March 31, 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 James Gobuty

By: Michael James Gobuty

Its: Chief Executive Officer, Chief Financial Officer, Principal 

Accounting Officerand Director | May 20, 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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