UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB/A -2





[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      Second Quarter ended June 30,
      2005





Second
      Amendment dated September 7, 2005





Commission
      File Number: 000-28429





**GYK
      Ventures Inc.**





(Exact
      name as specified in its company charter)








Nevada 68-0423301


(Jurisdiction
      of Incorporation) (I.R.S.
      Employer Identification No.)





668
      North
      Coast Highway #261, Laguna Beach CA 92651


(Address
      of principal
      executive offices)      (Zip
      Code)





Registrant's
      telephone number, including area code: (949)
      487-7295 Extension 17





Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to Section 12(g) of the Act: Common
      Stock





Shares
      of
      our Common Stock were issued and outstanding as of June 30,
      2005 : 97,225,892





Shares
      of
      our Common Stock were issued and outstanding as of August
      31, 2005 : 50,225,892





Transitional
      Small Business Disclosure Format (check one): yes [  ] no [X]





**ABOUT
      THIS AMENDED FILING**





This
      Amendment, this Second Amendment of and to our Second Quarter filing, is made
      for sole purpose of supplying an exhibit inadvertently omitted from the First
      Amendment dated September 6, 2005.





***Page
          - 1***





**PART
      II: OTHER INFORMATION**





**Item
      5. Other Information** . That
      certain IRON-FERTILIZATION
      PROVE-OUT AND PURCHASE AGREEMENT dated
      August 17, a copy of which is attached hereto and incorporated herein by this
      reference as Exhibit 10.1 hereto. (This Exhibit contains Attachments A, B and
      C.)








**Item
      6. Exhibits and Reports on Form 8-K.** Exhibit
      10.1 IRON-FERTILIZATION
      PROVE-OUT AND PURCHASE AGREEMENT dated
      August 17,








**SIGNATURES**








Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Form 10-QSB
      Report for the Quarter, three months and six months, ended June 30, 2005 has
      been signed below by the following person on behalf of the Registrant and in
      the
      capacity and on the date indicated.











Dated:
      September 7, 2005




***GYK
      Ventures Inc.***














by




/s/J.
      Dan Sifford


J.
        Dan
        Sifford
 Sole
        Officer Director
 during
        the period of this Report








***Page
          - 2***











**Exhibit
      10.1**





**IRON-FERTILIZATION
      PROVE-OUT AND PURCHASE AGREEMENT dated August 17,**








***Page
          - 3***








**IRON-FERTILIZATION
      PROVE-OUT**


**AND
      PURCHASE AGREEMENT**





***T*** ***his
      Agreement*** is made
      and dated August 17, 2005 between the Parties and for the purposes stated
      herein.





**I** **.
      The Parties**





**1** **.
      Solar** is *Solar
      Energy Limited* ,
      (“Solar”) a public Delaware corporation. Solar has entered into an agreement to
      acquire 100% of *Planktos
      Inc.* (“Planktos”) with a closing date of September 1, 2005 or sooner. That
      transaction has closed. Please see Attachment
      A hereto
      for documentation.





**2** **.
      The Seller** is *Planktos
      Inc.* ,
      a
      privately owned California corporation, to be acquired by Solar Energy Limited
      as a wholly-owned subsidiary thereof.





**3** **.
      The Purchaser** is *Diatom
      Corporation.* ,
      (“Diatom”) a public corporation with common stock registered, as a class,
      pursuant to §12(g) of the Securities Exchange Act of 1934, and quoted on the
      OTCBB (Over-The-Counter Bulletin Board).




**II** **.
      Introductory Recitals**





*Solar
      Energy Limited* (“Solar”) has long been engaged in the development and promotion of marketable
      products and technologies with positive and ameliorative environmental effects
      on world ecological system.





Sequestration
      of Carbon Dioxide (“CO 2” )
      is
      understood to mean the removal of CO 2 from the
      atmosphere, and placement of it into a stable storage medium. The simplest
      and
      most natural example of such sequestration is performed by plants absorbing
      CO 2 ,
      storing
      the Carbon in while releasing O 2 into the
      atmosphere.





Although
      the United States and Australia, among the developed nations of the world,
      have
      not joined the Kyoto Accords (“Kyoto”), most other nations have done so, and the
      treaty is in effect as or February 16, 2005. Under Kyoto, a market system is
      created for the trading of certain ྿ credits ࿀ for
      CO 2 reducers. Accordingly, the sequestration by Iron-Fertilization is capable of
      earning such marketable credits and generating income as profit-incentive for
      environmental improvement, as well as a return on


investment.





Planktos
      has developed and secured a unique technology/program (“Iron-Fertilization” of
      the oceans) for the sequestration of CO 2 .





Solar
      is
      interested in commercialization of this technology/program; however, to
      accomplish the prove-out of the technology system, and the implementation of
      its
      marketability, Solar has resolved: first, to acquire Planktos as a wholly-owned
      subsidiary (by a transaction apart from this Agreement); to create a program
      for
      the proof, demonstration and prove-out of the Iron-Fertilization program/system,
      for the sequestration of CO 2 ;
      and
      finally, the funding and financing of the Prove-Out Phase, and then the
      Marketing Phase of development of a viable business.





Accordingly,
      Solar has designed and proposed a plan to create a partnership for Planktos
      with
      a public corporation. Diatom is ready, willing and able to provide/secure
      investment and financing of the necessary developmental steps, by means of
      the
      elements provided in this Agreement.




***Page
          - 4***





Diatom
      desires to engage in the business of promoting new environmental technologies,
      and also to achieve profitability for its shareholders thereby. Diatom is ready
      willing and able to secure and provide funding appropriate for the stated needs
      of Planktos, in phases, and on terms and conditions stated in this
      Agreement.





The
      ultimate aim of this Agreement is the sale by Planktos and Purchase by Diatom
      of
      perpetual marketing rights and intellectual property rights, in exchange for
      developmental funding and royalty agreement.





In
      the
      event of successful Prove-Out and ultimate purchase and sale of marketing
      rights, Diatom will require the services of Planktos personnel, familiar with
      the program and with incentive to strive for its successful development and
      marketing.





The
      nature of the Iron-Fertilization process is illustrated in Planktos
      Marketing Program, which is Attachment
      B hereto,
      and viewable on *www.planktosinc.com* .





“Net
      Sales”, as used herein, is defined by reference to Financial Accounting
      Standards Board, Release: “Total sales or revenues, less discounts, allowances,
      returns, fees or commissions related to the collection thereof.”





All
      monetary amounts, as used in this Agreement, are denominated in United States
      Dollars.





Diatom
      has provided a $150,000 loan to Solar, before execution of this Agreement,
      to
      assist and enable Solar to commence funding of the Prove-Out of the
      Iron-Fertilization program of and for Planktos.





The
      Parties Contemplate progressive and eventual adjustment of the capital structure
      of Diatom in favor of Planktos, as results of developments justify. There shall
      be no initial change of control of Diatom upon the closing of this
      agreement.





**III** **.
      The Agreement Of Purchase and Sale**





**1** **.
      Planktos offers to sell** to
      Diatom
      the following assets, on the terms and conditions set forth in this
      Agreement:





**(****1****.****1****)
                World Marketing and Distribution License/Rights**for the Planktos' principal product; namely, the sequestration of
                tonnes
                of CO2.
                Subject to confirmation from regulatory authority, a semi-permanently
                sequestered tonne of CO2is
                equivalent to/known as a CER. A single CER (Carbon Emission Reduction
                Credit) is the formal unit of measurement for one tonne of CO2sequestered and registered under the Kyoto Accord.





**(****1****.****2****)
                All Intellectual Property Rights**and
                world license rights to means and methods of, or related to, sequestering
                CO2,
                owned, acquired or developed by Solar or Planktos; including without
                limitation, iron-fertilization, patents and/or patents pending or
                later
                applied for.




***Page
          - 5***





**(****1****.****3****)
                Services and Availability**of
                Planktos' Officers/Directors and Advisory Board, necessary and appropriate
                to implement the iron-fertilization
                program.





**2** **.
      Diatom agrees to buy** the
      foregoing assets, on the terms and conditions set forth in this
      Agreement.





**3** **.
      The Purchase Price** shall be
      $250,000 cash, on closing, plus additional consideration described hereinafter.
      On Closing the existing loan by Diatom to Solar of $150,000 shall be retired
      out
      of the closing proceeds.





**4** **.
      The Closing Date** shall
      be
      set at September 1, 2005, unless mutually agreed otherwise.





**5** **.
      Financing the Prove-Out Phase.** The cost
      of the Prove-Out Phase shall be $1,290,000.





**(****5****.****1****)**Solar
                shall arrange for 75% of the financing necessary for Solar to implement
                and prove-out the Planktos program and method; Diatom shall arrange
                for
                the financing of the remaining 25%; in each case, in accordance with
                that
                certainBudget
                Addendum,
                which isAttachment
                Chereto, incorporated herein by this reference as though fully set
                forth
                herein. The Purchase Price shall be credited to Diatom's 25%
                commitment.





**(****5****.****2****)**The
                remaining terms of the financing are beyond the present control of
                the
                parties, and subject to further
                negotiation.





**6** **.
      Conditions Precedent to Closing.** This
      Agreement is subject to Diatom's satisfaction of certain conditions precedent
      to
      closing, after execution. Should approval fail to satisfy this clause, within
      45
      days of execution of this Agreement, the $150,000 loan by Diatom shall be repaid
      within 90 days of termination.





**(****6****.****1****)**Approval
                of the Budget and Business Plan;





**(****6****.****2****)**Identification
                of a bona fide buyer contractually or by correspondence, for purchase
                of
                CER's and other marketable sequestering
                credits;





**(****6****.****3****)**Identification
                of a qualified engineering firm's opinion as to how to sequester,
                certify,
                register, and transfer sequestering credits, the fees, forms, terms
                and
                time-lines involved in the process outlined or contemplated in Planktos'
                Business Plan.





**7** **.
      Royalties/Net Sales.** Solar/Planktos shall receive 75% of Net Sales for so long as necessary to recoup
      its costs. Thereafter Solar/Planktos shall receive 25% of Net Sales. Diatom
      shall provide Solar/Planktos with current accounting of costs and Net Sales,
      not
      less often than quarterly.





**8** **.
      Planktos/Solar's Representations and Warranties,** required
      before closing: they are legally entitled to enter this Agreement; Planktos
      has
      no liabilities, and rights/assets being transferred are free and clear of liens,
      attachments and liabilities; and they will nominate and provided qualified
      candidates for directorships, corporate office, management and technical
      expertise, to insure verifiable competence in Diatom to carry forth the program
      contemplated.




***Page
          - 6***





**9** **.
      Diatom's Representations and Warranties,** required
      before closing: Diatom is legally entitled to enter into this transaction;
      it is
      quoted in good standing on the OTCBB, in compliance with regulators; it is
      free
      of liabilities; it will accept two directors nominated by Planktos to join
      the
      existing sole director of Diatom; and that it is ready willing and able to
      arrange for the funding and financing contemplated by this
      Agreement.





**10** **.
      Time is of the essence** of this
      Agreement. On execution, a binding agreement is intended; however, the parties
      acknowledge that additional agreements are required, in good faith, to
      completely outline all terms and details fully. All parties agree to participate
      in such completion of their agreements in a timely manner. Governing law and
      Interpretation shall be the laws of California.








*Planktos
                Inc*
              by
              
              /s/Russ
                George
            
            *Solar
                Energy Limited*
              by
              
              /s/Andrew
                WallaceRuss
                George
              President,
                Director
            
            Andrew
                Wallace
              Chairman,
                Director*Diatom
                Corporation*
              by
              /s/J.
                Dan Sifford
              J.
                Dan Sifford
              sole
                remaining officer/director













***Page
          - 7***











**Attachment
      A**





**Solar
      Energy Ltd./Planktos Inc.**















***Page
          - 8***





Solar
      Energy Limited


Press
      Release








Friday
      August 13, 2005 - VANCOUVER, British Columbia--Solar Energy Limited (OTCBB:SLRE
      - News; "Solar") today announced the acquisition of Planktos, Inc. ("Planktos"),
      a California-based company engaged in improving the world's marine environment
      by focusing on the commercial opportunities attendant to the Kyoto Protocol.




Solar
      issued to the sole shareholder of Planktos a five (5) year convertible debenture
      in the amount of one million five hundred thousand dollars ($1,500,000) and
      agreed to advance up to one million five hundred thousand dollars ($1,500,000)
      in the form of loans over the next twelve (12) months to capitalize Planktos'
      initial business plan in exchange for all the issued and outstanding shares
      of
      Planktos. The stock purchase agreement further commits Solar to assist Planktos
      in the process of becoming a public company within the next six (6) months
      either by reverse acquisition into an existing public entity or through an
      initial public offering of Planktos' common stock.




The
      Kyoto
      Protocol enables companies and governments to offset regulated greenhouse
      emission restrictions by investing in CO2 reduction programs in exchange for
      certified emission reduction (CER) credits. CER credits are traded much like
      commodities with a current value of approximately twenty five dollars ($25.00)
      per CER (which represents one tonne of CO2 or equivalent). The Kyoto Protocol
      became law effective February 16, 2005, the result of which legislation will
      be
      a rapidly expanding multi-billion-dollar market for CER credits




Planktos'
      near-term commercial objective is to produce CER credits at a cost of less
      than
      one dollar ($1.00) per tonne utilizing proprietary technology designed to
      stimulate plankton growth in the world's oceans as a means by which to sequester
      CO2. Specifically, Planktos expects to implement its program of "iron
      fertilization" of the ocean to sequester tonnes of CO2. The process of
      stimulating plankton growth and the overall mission of Planktos can be viewed
      on
      the company's website at www.planktosinc.com.




Solar
      is
      a public company; its common shares trade on the OTCBB under the ticker symbol
      "SLRE".




A
      number
      of statements contained in this press release may be considered to be
      forward-looking statements that are made pursuant to the safe harbor provisions
      of the Private Securities Litigation Act of 1995. These forward-looking
      statements involve a number of risks and uncertainties, including timely
      development, and market acceptance of products and technologies, competitive
      market conditions, successful integration of acquisitions and the ability to
      secure additional sources of financing. The actual results Solar may achieve
      could differ materially from any forward-looking statements due to such risks
      and uncertainties. Solar encourages the public to read the information provided
      here in conjunction with its most recent filings on Form 10KSB and Form 10QSB.
      Solar's public filings may be viewed at www.sec.gov.






Contact:




**Solar
      Energy Limited**


Peter
      Tsaparas, 604-669-4771


or


**Planktos,
      Inc.**


Russ
      George, 650-274-6853





***Page
          - 9***














**Attachment
      B**





**Planktos
      Marketing Plan.**

















***Page
          - 10***








June
        27,
        2005
 **PLANKTOS
        MARKETING PROGRAM**
 
 **Introduction:**
 
 
 Planktos
        proposes to sequester multimillion tonnes of CO2 via iron fertilization of
        the
        oceans. The U.N. has proposed an amendment to the Kyoto Protocol to suggest
        “...all signatory nations to implement iron-fertilization of the oceans as soon
        as
        it is technologically possible”
 
 One
        tonne
        of iron ore will trigger phytoplankton to absorb from 10,000 to 100,000 tonnes
        of CO2 from the ocean.
 
 To
        “sequester” means to “put away”, to “store”. Some of the plankton is eaten by
        sea life (zooplankton, etc) but a good portion eventually sinks to the bottom
        of
        the ocean. However, once the plankton reaches a depth of about 250 m it is
        essentially sequestered or put in storage for our life time. A rule of thumb
        is;
        once it hits 1,000 m in depth it is gone for 1,000 years.
 
 Remember,
        plankton, through photosynthesis grabs a CO2 molecule, takes the carbon as
        part
        of its building block and discharges the O2, exactly as the forests of the
        land,
        except that the “forests” of the ocean absorb more than 80% of the CO2 the globe
        produces.
 
 The
        Kyoto
        Accord has established a system for calculating the tonnes of CO2 sequestered
        by
        several methods. Each of the signatory countries is responsible for the
        supervision, calculation and certification of the CERs (Carbon Emission
        Reduction credits). The conference of the parties of the Kyoto Accord, as
        part
        of the UN, provides guidelines for creation of and reviews and approves proposed
        CERs by signatory nations. This system is evolving now as the Kyoto Accord
        only
        went into effect Feb.16, 2005. A country or company is required to reduce
        its
        CO2 levels to a certain percentage below 1990 levels. The company essentially
        has 3 choices:
 
 1.
            Shut
                the operation down or curtail its
                operation, 2.
            Purchase
                CER’s in the market or from someone that is sequestering CO2. (purchasing
                in the market means the money goes indirectly to someone that is
                sequestering the CO2) - current market about $26 US per
                tonne. 3.
            Pay
                the fine, the initial fine is 40 Euros (i.e., $50.00/tonne) rising
                eventually to 100 Euros. 
 The
        global market for the tonnes of CO2 range from CERs to simply tonnes of CO2
        sequestered (not certified). The analogy is like the gold community, an ounce
        of
        gold still in the ground is worth about $25.00 but an ounce sitting on your
        table is $425.00. Hence a non-certified tonne of CO2 (Chicago exchange) is
        about
        $2.00/tonne whereas the CERs on the London exchange are
        $26.00/tonne.
  ***Page
            - 11***
 
 It
        is
        worthwhile to note the following examples:
 a)
            STMicroelectronics
                (a multi-billion European company) has committed to reducing its
                emissions
                not by 7% below 1990 levels, but by 100% of all emissions. It is
                doing
                this by spending $172 million over the next few years by planting
                trees in
                New South Wales, Australia and Australia is one of the two countries
                that
                did not sign the Kyoto Accord - the other being the
                U.S. 
 b)
            Rio
                Tinto has an aluminum smelter in New Zealand. They announced that
                to
                conform to the Kyoto Accord will cost them $12 million/year - jeopardizing
                several hundred jobs. Planktos could solve their problem for about
                $1M/year while “feeding the fishes” offshore New
                Zealand. 
 c)
            At
                the recent Carbon Expo held May 11/13 in Cologne, Germany, several
                hundred
                buyers were looking for billions of CERs (Canada 300 million, Spain
                100
                million, etc.) 
 Planktos
        proposes to commence operations by initially distributing 1,000 tonnes of
        iron
        ore in a suitable location funding the first one internally. Once the process
        is
        standardized, Planktos would apply to the regulatory authorities to certify
        the
        credits. However, Planktos could just as well sell the sequestered tonnes
        of CO2
        at a discount to a buyer who would work to get them certified and thus
        dramatically increase in value.
 
 Taking
        the Rio Tinto/New Zealand example (one of thousands) so long as we provided
        the
        scientific proof that, in fact, we have sequester so many tonnes of CO2,
        the New
        Zealand government needs no further motivation to register the tonnes of
        CO2 as
        CERs.
 
 The
        market is very large and several billion tonnes of CO2 is able to be sequestered
        by the oceans with absolutely no harmful effects, instead, with several major
        benefits. The amount of ocean plant life, plankton level has fallen 15 -
        26%
        globally in the last 25 years alone and all we would be doing is replenishing
        the plankton while:
 a)
            Feeding
                the fishes, b)
            Preserving
                the coral forests, c)
            Replenishing
                the 02 levels, d)
            Sequestering
                the CO2 
 Summary:
        Potential Funding/Revenue Sources for Planktos:
 Initial
        Working Capital
 1.
            Private
                placement in SLRE 2,000,000
        units @ 35¢, full warrants @ 40¢ - 2 years
 2.
            Convertible
                Debenture $2.5
        million (in $100,000 units)
 (a)
            convert
                into shares of SLRE @ 15% below market (market defined as average
                10 day
                trades for the 10 days preceding notice to
                convert) (b)
            or,
                convert into tonnes of sequestered CO2 @
                $1.00/tonne  ***Page
            - 12***
 
 Secondary
        Funding Source
 Our
        cost
        per tonne of CO2 sequestered is about 25¢. We could approach, selected
        countries/corporations to presell at a steep discount (say, $1.00/tonne),
        No
        different than forward selling of gold that has not been dug out of the ground
        yet. (see letter to Spain as an example)
 
 There
        are
        several companies formed to inventory CERs and/or sequestered tonnes of CO2.
        We
        will hire or form our own marketing team to canvas the more logical ones;
        along
        with canvassing the worst polluters (coal fired electrical generating plants,
        cement plants, etc.) There are many consulting companies and individuals
        now
        establishing their role as “verifiers” and certifiers” of CO2e for use for both
        unregulated and Kyoto compliant “CER” products. One such company is CO2e.com
        another is Natsource.com. There are daily more such “middlemen” working to
        install themselves into this new and vigorously emerging market.
 
 Once
        the
        system is standardized and the sequestered tonnes of CO2 become CERs, the
        world
        is the market. No matter how much gold is mined there is always a market
        and for
        the short-medium term, the market for CERs is unlimited.
 
 ***Page
            - 13***













**Attachment
      C**





**Budget
      Addendum.**















***Page
          - 14***





Diatom
      / Planktos





Cash
      Requirement During Initial Prove-Out
      Phase








**Monthly**
            **Cumulative**
            **Funds**
            **Surplus****Month**
            **Requirement**
            **Requirement**
            **Supplied**
            **(Deficit)**May 05
            10,000
            10,000
            
            (10,000)June
                05
            10,000
            20,000
            
            (20,000)July
                05
            20,000
            40,000
            *
                150,000
            110,000August
                05
            80,000
            120,000
            
            30,000September
                05
            140,000
            260,000
            * 
                100,000
            (10,000)October
                05
            130,000
            390,000
            
            (140,000)November
                05
            600,000
            990,000
            
            (740,000)December
                05
            300,000
            1,290,000
            
            (1,040,000)











***Page
          - 15***