UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 
 FORM
10-Q
 
 x
                    QUARTERLY
      REPORT PURSUANT TO SECTION   13 OR   15(d)   OF   THE
      SECURITIES EXCHANGE ACT OF
1934
 
 FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
 
 OR
 
  ̈
                  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 000-21571
  
  SES
SOLAR INC.
 
 (EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 Delaware
                
                33-0860242(STATE
      OR OTHER JURISDICTION OF
                
                (IRS
      EMPLOYERINCORPORATION
      OR ORGANIZATION)
                
                IDENTIFICATION
      NUMBER)
 
 36,
chemin du Champ-des-Filles, 1228 Plan-les-Ouates, Geneva,
Switzerland
 (ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
 
 +41-22-884-1484
 (REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports); and (2) has been subject to such filing requirements for
the past 90 days. Yes      þ      No     
 ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such
files).    Yes         ̈  No    
 ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large accelerated filer   ̈
                Accelerated filer  ̈
                Non-accelerated filer      ̈
                Smaller reporting company     þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes    ̈     No    
þ
 
 The
number of shares outstanding of each of the issuer's classes of stock as of
November 22, 2010 is 72,984,168 shares of common stock, par value $.001 per
share.
  
  TABLE OF
CONTENTS
  PagePART
      I
                    FINANCIAL
      INFORMATION
                    
                    1ITEM
      1.
                    FINANCIAL
      STATEMENTS
                    
                    1ITEM
      2.
                    MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                    
                    13ITEM
      3.
                    QUALITATIVE
      AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
                    
                    21ITEM 4T.
                    CONTROLS
      AND PROCEDURES
                    
                    21PART
      II
                    OTHER
      INFORMATION
                    
                    21ITEM
      2.
                    UNREGUNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                    
                    21ITEM
      6.
                    EXHIBITS
                    
                    22
  
  PART I  –  FINANCIAL
INFORMATION
 ITEM 1.  FINANCIAL
STATEMENTS
 
 SES
SOLAR INC. AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 (in
$, except per share amounts)
 September 30,
                      2010
                      (unaudited)
                    
                    
                    December 31st
                      2009ASSETS
      (in $)Current
      Assets:Cash
      and cash equivalents
                    
                    
                    150,707
                    
                    
                    
                    311,372Receivables,
      net of allowance for doubtful accounts of $ 0 at September 30, 2010 and
      December 31, 2009.
                    
                    
                    133,844
                    
                    
                    
                    12,205Due
      from related party
                    
                    
                    97,955
                    
                    
                    
                    92,112Inventory
                    
                    
                    494,171
                    
                    
                    
                    457,570Work
      in progress
                    
                    
                    0
                    
                    
                    
                    3,131,865Other
      current assets
                    
                    
                    18,248,239
                    
                    
                    
                    303,986Total
      current assets
                    
                    
                    19,124,916
                    
                    
                    
                    4,309,110Long-Term
      Assets:Advance
      payments for machinery
                    
                    
                    366,378
                    
                    
                    
                    385,795Advance
      payments for certification
                    
                    
                    113,432
                    
                    
                    
                    113,432Total
      other long-term assets
                    
                    
                    479,810
                    
                    
                    
                    499,227Property,
      Plant and Equipment, at cost,
                    
                    
                    687,171
                    
                    
                    
                    646,177Building
      construction
                    
                    
                    0
                    
                    
                    
                    18,429,669Less
      accumulated depreciation and amortization
                    
                    
                    (550,973
                    )
                    
                    
                    (484,026
                    )Total
      fixed assets
                    
                    
                    136,198
                    
                    
                    
                    18,591,820Total
      long-term assets
                    
                    
                    616,008
                    
                    
                    
                    19,091,047Total
      Assets
                    
                    
                    19,740,924
                    
                    
                    
                    23,400,157LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      Liabilities:Short-term
      loan
                    
                    
                    154,822
                    
                    
                    
                    3,234,172Construction
      loan
                    
                    
                    9,063,010
                    
                    
                    
                    13,111,439Accounts
      payable
                    
                    
                    3,192,831
                    
                    
                    
                    3,452,094Billings
      in excess of cost and estimated earnings
                    
                    
                    0
                    
                    
                    
                    571,466Total
      current liabilities
                    
                    
                    12,410,663
                    
                    
                    
                    20,369,171Long-Term
      Liabilities:Loan
      payable
                    
                    
                    132,107
                    
                    
                    
                    218,559Deferred
      gain on sales of building
                    
                    
                    4,155,418Construction
      loan
                    
                    
                    0
                    
                    
                    
                    862,407Total
      long-term liabilities
                    
                    
                    4,287,525
                    
                    
                    
                    1,080,966Stockholders’
      Equity:Common
      stock, $0.001 par value; 100,000,000 shares authorized; 73,081,168 shares
      issued and 72,984,168 outstanding (73,081,168 shares issued and 72,984,168
      outstanding  as of December 31, 2009)
                    
                    
                    73,081
                    
                    
                    
                    73,081Additional
      paid in Capital
                    
                    
                    8,050,093
                    
                    
                    
                    8,050,093Accumulated
      other comprehensive lossTranslation
      Adjustment
                    
                    
                    (503,334
                    )
                    
                    
                    (689,618
                    )Year
      end Accumulated Deficit
                    
                    
                    (4,553,547
                    )
                    
                    
                    (5,459,979
                    )Less:
      Cost of common stock in treasury, 97,000 shares
                    
                    
                    (23,557
                    )
                    
                    
                    (23,557
                    )Total
      stockholders’ equity
                    
                    
                    3,042,736
                    
                    
                    
                    1,950,020Total
      Liabilities and Stockholders’ Equity
                    
                    
                    19,740,924
                    
                    
                    
                    23,400,157
 
 See
accompanying summary of accounting policies and the notes to the financial
statements.
  1
  SES
SOLAR INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 (in
$, except per share amounts)
 
 For the Three Months
                      Ended September 30,
                    
                    
                    For the Nine Months
                      Ended September 30,2010
                      (unaudited)
                    
                    
                    2009
                      (unaudited)
                    
                    
                    2010
                      (unaudited)
                    
                    
                    2009
                      (unaudited)Revenue:Revenue
                    
                    
                    4,100,515
                    
                    
                    
                    38,046
                    
                    
                    
                    5,477,267
                    
                    
                    
                    1,299,316Cost
      of goods sold (exclusive of depreciation shown separately
      below)
                    
                    
                    (3,167,882
                    )
                    
                    
                    (17,560
                    )
                    
                    
                    (3,880,728
                    )
                    
                    
                    (882,735
                    )Costs
      and Expenses:Personnel
                    
                    
                    122,619
                    
                    
                    
                    158,285
                    
                    
                    
                    402,916
                    
                    
                    
                    467,152Rent
      and Leases Expenses
                    
                    
                    51,545
                    
                    
                    
                    26,629
                    
                    
                    
                    127,853
                    
                    
                    
                    99,989Research
      & Development
                    
                    
                    60,102
                    
                    
                    
                    63,866
                    
                    
                    
                    179,721
                    
                    
                    
                    188,343Other
      General & Administrative Expenses
                    
                    
                    100,196
                    
                    
                    
                    157,860
                    
                    
                    
                    249,197
                    
                    
                    
                    463,970Gain
      on sale of assets, net
                    
                    
                    0
                    
                    
                    
                    (25,330
                    )
                    
                    
                    0
                    
                    
                    
                    (25,330
                    )Depreciation
      and amortization
                    
                    
                    10,812
                    
                    
                    
                    9,998
                    
                    
                    
                    33,235
                    
                    
                    
                    55,366Total
      costs and expenses
                    
                    
                    345,274
                    
                    
                    
                    391,308
                    
                    
                    
                    992,922
                    
                    
                    
                    1,249,490Other
      Income and Expense:Interest
      expense
                    
                    
                    (20,885
                    )
                    
                    
                    (9,979
                    )
                    
                    
                    (46,023
                    )
                    
                    
                    (27,577
                    )Other
      gain
                    
                    
                    652
                    
                    
                    
                    0
                    
                    
                    
                    25,324
                    
                    
                    
                    0Foreign
      exchange gain
                    
                    
                    578,987
                    
                    
                    
                    260,002
                    
                    
                    
                    323,514
                    
                    
                    
                    96,923Total
      other income and expenses
                    
                    
                    558,754
                    
                    
                    
                    250,023
                    
                    
                    
                    302,815
                    
                    
                    
                    69,346Income
      (loss) before taxes
                    
                    
                    1,146,113
                    
                    
                    
                    (120,799
                    )
                    
                    
                    906,432
                    
                    
                    
                    (763,563
                    )Income
      taxes
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Net
      income (loss)
                    
                    
                    1,146,113
                    
                    
                    
                    (120,799
                    )
                    
                    
                    906,432
                    
                    
                    
                    (763,563
                    )Other
      Comprehensive income (loss):Translation
      adjustment
                    
                    
                    64,040
                    
                    
                    
                    (146,600
                    )
                    
                    
                    186,284
                    
                    
                    
                    (85,747
                    )Comprehensive
      income (loss)
                    
                    
                    1,210,153
                    
                    
                    
                    (267,399
                    )
                    
                    
                    1,092,716
                    
                    
                    
                    (849,310
                    )Basic
      and diluted weighted average shares
                    
                    
                    72,984,168
                    
                    
                    
                    72,984,929
                    
                    
                    
                    72,984,168
                    
                    
                    
                    73,024,095Basic
      and diluted net income (loss) per share
                    
                    
                    0.017
                    
                    
                    
                    (0.002
                    )
                    
                    
                    0.015
                    
                    
                    
                    (0.010
                    )
 
 See
accompanying summary of accounting policies and the notes to the financial
statements.
  2
  SES
SOLAR INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (in
$, except per share amounts)
 
 Nine Months Ended September 30,2010
                    
                    
                    2009(unaudited)
                    
                    
                    (unaudited)Cash
      Flows from Operating Activities:Net
      income (loss)
                    
                    
                    906,432
                    
                    
                    
                    (763,563
                    )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
      and amortization
                    
                    
                    33,235
                    
                    
                    
                    55,366Gain
      on sale of assets
                    
                    
                    
                    
                    
                    
                    (25,330
                    )Gain
      on sale of building
                    
                    
                    
                    
                    
                    
                    0Changes
      in operating assets and liabilities:(Increase)
      decrease in:Receivables,
      including Due from Related Party
                    
                    
                    (110,844
                    )
                    
                    
                    (36,652
                    )Inventory
                    
                    
                    (71,593
                    )
                    
                    
                    1,161,046Other
      current assets
                    
                    
                    137,973
                    
                    
                    
                    231,157Increase
      (decrease) in:Accounts
      payable and accrued expenses
                    
                    
                    569,041
                    
                    
                    
                    24,893Work
      in progress/billings in excess of cost and estimated
    earnings
                    
                    
                    1,335,100
                    
                    
                    
                    (1,116,186
                    )Net
      cash used in (provided by) operating activities
                    
                    
                    2,799,344
                    
                    
                    
                    (469,269
                    )Cash
      Flows from Investing Activities:Property,
      plants and equipment
                    
                    
                    6,104,418
                    
                    
                    
                    (2,561,557
                    )Advance
      payments for machinery/certification
                    
                    
                    0
                    
                    
                    
                    (121,283
                    )Net
      cash provided by (used in) investing activities
                    
                    
                    6,104,418
                    
                    
                    
                    (2,682,840
                    )Cash
      Flows from Financing Activities:Treasury
      shares
                    
                    
                    0
                    
                    
                    
                    (23,444
                    )Proceed
      from loans
                    
                    
                    0
                    
                    
                    
                    2,977,212Repayment
      of loans
                    
                    
                    (8,710,150
                    )
                    
                    
                    (7,194
                    )Net
      cash provided by (used in) financing activities
                    
                    
                    (8,710,150
                    )
                    
                    
                    2,946,574Increase
      (decrease) in cash and cash equivalents
                    
                    
                    193,612
                    
                    
                    
                    (205,535
                    )Effect
      of exchange rate changes on cash
                    
                    
                    (354,277
                    )
                    
                    
                    (164,132
                    )Cash
      and cash equivalents, beginning of the period
                    
                    
                    311,372
                    
                    
                    
                    765,694Cash
      and cash equivalents, end of the period
                    
                    
                    150,707
                    
                    
                    
                    396,027Supplemental
      cash flow informationCash
      paid for interest
                    
                    
                    46,023
                    
                    
                    
                    27,577Supplemental
      disclosure of non-cash operating and investing activitiesNon
      cash transaction, Property, plants and equipment in account
      payable
                    
                    
                    2,048,000
                    
                    
                    
                    694,478Non
      cash transactions with the sale of the buildingRepayment
      of loans
                    
                    
                    6,912,667Removal
      of carrying value of building
                    
                    
                    19,334,081Remaining
      purchase price due from trustee
                    
                    
                    16,576,833
 
 See
accompanying summary of accounting policies and the notes to the financial
statements.
  3
  SES
SOLAR INC. AND SUBSIDIARIES
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 1.
Organization and Nature of Operations
 
 Organization
- SES SOLAR INC. (the “Company,” “SES USA,” “our,” “we” and “us”) is the result
of a reverse acquisition accomplished on September 27, 2006 between SES USA, a
Delaware company, which had no operations and net assets of $39,069, and Société
d’Energie Solaire SA (“SES Switzerland”), a Swiss company. SES USA acquired all
of the outstanding shares of SES Switzerland. For accounting purposes, the
acquisition has been treated as a recapitalization of SES Switzerland with SES
Switzerland as the acquirer (reverse acquisition). SES Switzerland acquired
10,668,000 shares of SES USA in the transaction. The historical financial
statements prior to September 27, 2006 are those of SES Switzerland. The reverse
acquisition resulted in a change of control of SES USA, with the former
stockholders of SES Switzerland owning approximately 70% of SES USA and SES
Switzerland becoming a wholly owned subsidiary of SES USA.
 
 SES
Switzerland was formed in 2001 for the purpose of researching, developing,
manufacturing and selling innovative products to the solar photovoltaic market.
From its inception, SES Switzerland has focused primarily on manufacturing and
installing silicon photovoltaic solar cell panels. The principal source of
revenue for the Company has been the sale of photovoltaic panels in turn-key
installations, manufactured in-house or purchased from subcontractors, to
electric utilities, local government agencies and private
households.
 
 In 2008,
the Company formed a second Swiss wholly owned subsidiary, SES Prod SA (“SES
Prod”), which is also located in Geneva. It is expected that in the future, all
of the Company’s manufacturing activities now being conducted by SES Switzerland
will be conducted by SES Prod.
 
 2.
Plan of Operations
 
 The
Company has experienced losses from operations and anticipates incurring losses
in the near future. The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. Cash flow from operations
was positive for $2,799,344, working capital was $6,714,253 as of September 30,
2010 due to the favorable short term movement as a result of the sale of the
Manufacturing Facility. Despite the positive quarter results, there is
substantial doubt about the Company’s ability to continue as a going concern
without exceptional items. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 On
September 30, 2010, the Company, indirectly through SES Switzerland, a
wholly-owned subsidiary, entered into an agreement with Loc-Invest SA, an
unrelated party (the “Purchaser”), to sell the Company’s manufacturing facility
in Plan-les-Ouates (the “Manufacturing Facility”), which the Company began
constructing in the second half of 2007 and four related mortgage notes, for an
aggregate purchase price of CHF 25,000,000 ($23,489,500) (the “Purchase Price”).
Certain debts relating to the property will be deducted from the Purchase Price,
including CHF 140,544 ($ 149,582.40) for equipment taxes, CHF 18,016.35 ($
19,175) for regional annuities, and CHF 7,357,187.48 ($ 7,830,328.20) for
payments due on a loan from the Geneva (Switzerland) State Department of
Energy.  The Company received CHF 7,357,187 ($6,912,667) of the
Purchase Price on September 30, 2010, and the balance of the Purchase Price was
deposited into a notary account at Banque Cantonale de Genève to be released
starting from October 1, 2010.  Pursuant to the terms of the purchase
and sale agreement, the notary will also keep CHF 500,000 ($512,258) on reserve
for a period of six months after September 30, 2010 for the payment of any other
debts in connection with the property that may arise (the”Reserves”). The
Company used the portion of the Purchase Price it received on September 30 to
repay certain of its existing indebtedness, and will use the balance of the
Purchase Price when received to further reduce its existing indebtedness and for
working capital purposes. As of the date of this report, the remaining balance
of the Purchase Price, other than the deductions and the Reserves discussed
above, has been released to the Company. The transaction has been approved by
the Company’s board of directors.  The closing of the transaction is
subject to the satisfaction of various closing conditions as set forth in the
purchase and sale agreement, including the expiration of the six month holding
period for the Reserves.
  4
  The
Company's ability to continue its operations. market and sell its products and
services will depend on its ability to use free cash generated by the sale of
the Manufacturing Facility to start effectively production and sale of
photovoltaic modules. Any additional equity financing may be dilutive to
shareholders, and debt financing, if available, will increase expenses and may
involve restrictive covenants. The Company will be required to raise additional
capital on terms that are uncertain, especially in light of current capital
market conditions. Under these circumstances, if the Company is unable to obtain
additional capital or is required to raise it on undesirable terms, its
financial condition could be adversely impacted
 
 The
Company’s cash and cash equivalents are $150,707 for the quarter ended September
30, 2010.  Based on the Company’s business plan it needs additional
funding from external sources of approximately $4 million to fund anticipated
operating expenses.
 
 These
activities require that the Company design and manufacture prototype panels,
have them approved in accordance with European and other standards, manufacture
them in series and sell them in the primary markets for solar photovoltaic
cells. Costs incurred in manufacturing prototype panels have been expensed as
research and development costs.
  The
Company does not believe that it can achieve profitability until development,
implementation, and commercialization of new products manufactured through the
new assembling process are operational.
 
 The
Company has a significant amount of debt, and several loans that it has entered
into have either matured or will soon be maturing.  The loan with
State Department of Energy Geneva (Switzerland) (“ScanE”), dated November 3,
2003, in the original amount of $911,810 matured on March 31, 2010 and was
reimbursed on September 30, 2010.  The loan with ScanE, dated July 1,
2009, in the amount of CHF5 million matured on July 7, 2010 and was reimbursed
on September 30, 2010.  Another loan with ScanE, dated January 21,
2004 in the original amount of CHF 1.0 million was reimbursed on September 30,
2010. A CHF8.5 million construction credit loan that the Company entered into
with Banque Cantonale de Genève (“BCGE”), dated December 20, 2006, matured upon
the completion or the sale of the Manufacturing Facility, this loan was
reimbursed on October 1, 2010.
 
 3.
Basis of Presentation
 
 The
consolidated interim financial statements included herein are unaudited and have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission (the “SEC”). Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. The consolidated interim financial statements include the accounts
of the Company and its wholly owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated in consolidation.
 
 These
consolidated interim financial statements reflect all normal recurring
adjustments that, in the opinion of management, are necessary for fair
presentation of the information contained herein. These consolidated interim
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2009. The Company adheres to the same accounting
policies in the preparation of its interim financial statements. As permitted
under generally accepted accounting principles (“GAAP”), interim accounting for
certain expenses, including income taxes, are based on full year assumptions.
Such amounts are expensed in full in the year incurred. For interim financial
reporting purposes, income taxes are recorded based upon estimated annual income
tax rates.
  4.
Summary of Significant Accounting Policies
 
 The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries, SES Switzerland and SES Prod. All significant
inter-company accounts and transactions have been eliminated in the
consolidation.
  5
  All
amounts are presented in U.S. dollars ($) unless otherwise stated.
  The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying disclosures.  Although these
estimates are based on management’s knowledge of current events and actions that
the Company may undertake in the future, actual results may differ from such
estimates.
 
 Foreign Currency Translation- The reporting currency of SES USA is the U.S. dollar ($) whereas its
wholly owned subsidiaries’ functional currency is the Swiss Franc (CHF). The
financial statements of the wholly owned subsidiaries are translated to U.S.
dollar equivalents under the current method in accordance with FASB ASC 830,
“Foreign Currency Matters” (prior authoritative literature: SFAS No.52,“Foreign
Currency Translation”). Assets and liabilities are translated into U.S. dollar
equivalents at rates of exchange in effect at the balance sheet date. Average
rates for the year are used to translate revenues and expenses. The cumulative
translation adjustment is reported as a component of accumulated other
comprehensive income (loss). Foreign currency differences from inter-company
receivables and payables are recorded as Foreign Exchange Gains/Losses in the
Statement of Operations.
 
 The
exchange rates used for translating the financial statements are listed
below:
 
 Average Rates
                    
                    2010
                    
                    
                    2009CHF
                    
                    
                    CHF$
                    
                    
                    1.06431
                    
                    
                    
                    1,10498
 
 2010
                    
                    
                    2009Balance Sheet period-end
    rates
                    
                    CHF
                    
                    
                    CHF$
                    
                    
                    0.97607
                    
                    
                    
                    1.03799
 
 Cash Equivalents—The Company
considers all highly liquid debt securities purchased with an original maturity
of three months or less to be cash equivalents.
 
 Receivables and Credit Policies— The Company’s accounts receivables primarily consists of trade
receivables. Management reviews accounts receivables on a monthly basis to
determine if any receivables will potentially be uncollectible. The Company uses
estimates to determine the amount of the allowance for doubtful accounts
necessary to reduce accounts receivable and unbilled receivables to their
expected net realizable value. The Company estimates the amount of the required
allowance by reviewing the status of past-due receivables and analyzing
historical bad debt trends. Actual collection experience has not varied
significantly from estimates, due primarily to credit policies, collection
experience and the Company’s stability as it relates to its current customer
base. Receivables consist of revenues billed to customers upon achievement of
contractual obligations. Based on the information available, the Company
believes its allowance for doubtful accounts as of September 30, 2010 is
adequate.
 
 Product Inventory—Product
inventory is stated at the lower of cost or market. Cost is determined using the
first-in, first-out (FIFO) method and includes certain charges directly and
indirectly incurred in bringing product inventories to the point of sale.
Inventory is accounted for at the lower of cost or market, and as a result,
write-offs/write-downs occur due to damage, deterioration, obsolescence, changes
in prices and other causes.
 
 Property and Equipment—Property and equipment is stated at cost. Depreciation is computed using
straight-line method over estimated useful lives of 3 to 20 years. Expenditures
for maintenance and repairs, which do not materially extend the useful lives of
property and equipment, are charged to operations as incurred. When property or
equipment is retired or otherwise disposed of, the property accounts are
relieved of costs and accumulated depreciation and any resulting gain or loss is
recognized.
 
 Long-Lived Assets—The
Company accounts for long-lived assets in accordance with the provisions of FASB
ASC 360, "Property, Plant and Equipment" (prior authoritative literature: SFAS
No.144,“Accounting for the Impairment or Disposal of Long-lived Assets”). The
statement requires the Company to evaluate its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. When the sum of the undiscounted future net
cash flows expected to result from the use of the asset and its eventual
disposition is less than its carrying amount, impairment may exist. To determine
the amount of impairment, the Company compares the fair value of the asset to
its carrying value. If the carrying value of the asset exceeds its fair value,
an impairment loss equal to the difference is recognized.
  6
  Warranties—Since the
Company’s commencement it has had no warranty claims. The Company’s production
was low and components were purchased for photovoltaic installations, all of
which have their own warranties. Since the Company has not yet started producing
its own photovoltaic cells and warranty claims can be thus exercised against its
suppliers, the Company does not believe that discussion of warranties is a
critical accounting policy currently, but this may become so in the
future.
 
 Earnings (Loss) per Share-
Earnings (Loss) per share is presented in accordance with the provisions of FASB
ASC 260 (prior authoritative literature: SFAS No. 128, “Earnings Per Share”).
Basic and diluted loss per share for the nine months ended September 30, 2010
does not include the effects of warrants and is computed by dividing income
available to common stockholders by the weighted average number of shares of
common stock outstanding for the period. Diluted earnings per share reflects, in
periods in which they have a dilutive effect, commitments to issue common stock
and common stock issuable upon exercise of warrants for periods in which the
exercise price of the warrants is lower than the Company’s average share price
for the period.
 
 Nine Months Ended
                      September 30,2010
                    
                    
                    2009Basic
      Weighted average shares outstanding
                    
                    
                    72,984,168
                    
                    
                    
                    73,024,095Diluted
      weighted average shares outstanding
                    
                    
                    72,984,168
                    
                    
                    
                    73,024,095
 
 Note: The Company issued
warrants to purchase 1,500,000 shares potentially issuable upon exercise until
November 22, 2010 at an exercise price of $0.90 per share.  See Note
12 herein.  As of the September 30, 2010 balance sheet date, the
warrants were not yet exercised. Despite the Company’s net income for the three
months ended September 30, 2010, the calculation of earnings per share excludes
the effect of common stock equivalents due to the issuance of the warrants
because the Company’s average share price for the period was lower than the
exercise price of the warrants.
 
 Revenue Recognition- The
Company recognizes revenue in accordance with FASB ASC 605, "Revenue
Recognition" (prior authoritative literature: SAB 104,“Revenue Recognition”),
which requires that four basic criteria be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery has occurred or
services rendered; (3) the seller's price to the buyer is fixed and
determinable; and (4) collection is reasonably assured.
 
 Revenues
and profits from general management of construction-type contracts are
recognized on the completed-contract method and therefore when the project is
completed. A contract is considered complete when all costs except insignificant
items have been incurred and the installation is operating according to
specifications or has been accepted by the customer. Contract costs include all
direct materials and labor costs and those indirect costs related to contract
performance, such as indirect labor, supplies, tools, repairs and depreciation
costs. Costs in excess of amounts billed are classified as current assets under
Work in Progress. Billings in excess of cost are classified under current
liabilities as Billings in Excess of Cost and Estimated Earnings. Any
anticipated losses on contracts are charged to operations as soon as they are
determinable. No unbilled revenue has been recognized so far.
 
 For the
nine months ended September 30, 2010 and 2009, the Company had no billed or
unbilled amount representing claims or other similar items subject to
uncertainty concerning their determination or ultimate realization. Amounts
outstanding as at quarter end are expected to be collected subsequent to
September 30, 2010.
 
 Research and Development Costs—Research and development costs are expensed as incurred. Research and
development costs are not disclosed separately in the Notes to the Financial
Statements, but are disclosed separately in the Income
Statement.
  7
  Income Taxes—The Company
follows FASB ASC 740, “Income Taxes” (prior authoritative literature: SFAS No.
109,“Accounting for Income Taxes”), which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income
tax assets and liabilities are computed annually for differences between the
financial statement and tax bases of assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates
applicable to the period in which the differences are expected to affect taxable
income. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense (benefit)
is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities. The Company’s tax basis for
assets and liabilities is identical for the financial statements and tax
reporting. Accordingly, the only deferred tax position is the benefit with
respect to the net operating loss. The Company records a valuation allowance to
reduce the deferred tax asset to the amount that is estimated to be more likely
than not to be realized.
 
 Comprehensive Income- The
Company accounts for comprehensive income according to FASB ASC 220
“Comprehensive Income” (prior authoritative literature: SFAS No. 130,“Reporing
Comprehensive Income”). Effective for fiscal years beginning after December 15,
1997, ASC 200 states that comprehensive income is net income, plus certain other
items that are recorded directly to shareholders’ equity such as foreign
currency translation adjustments and unrealized gains (losses) on marketable
securities.
 
 Capitalization of Interest-
The Company capitalizes interest on projects that qualify for interest
capitalization under FASB ASC 835-20 (prior authoritative literature: SFAS No.
34, "Capitalization of Interest Costs")  as amended. Capitalized
interest is included within construction in progress. For the period ended
September 30, 2010 and 2009, the Company capitalized $0 and $467,563of interest,
respectively.
 
 Fair Value of Financial Instruments—The estimated fair values for financial instruments are determined at
discrete points in time based on relevant market information. These estimates
involve uncertainties and cannot be determined with precision. The carrying
amounts of cash and cash equivalents, receivables, accounts payable and accrued
liabilities approximate fair value because of the short-term maturities of these
instruments. The fair value of the long-term debt is estimated based on
anticipated interest rates which management believes would currently be
available to the Company  for similar issues of debt, taking into
account the current credit risk of the Company and the other market factors. The
fair value approximates carrying value of the long-term debt.
 
 Impact
of Recently Issued Accounting Pronouncements
 
 In June
2009, the FASB issued ASC 470 (prior authoritative literature: EITF Issue No.
09-1, “Accounting for Own-Share Lending Arrangements in Contemplation of
Convertible Debt Issuance” (“EITF 09-1”)), which clarifies that share lending
arrangements that are executed in connection with convertible debt offerings or
other financings should be considered debt issuance costs. This new standard is
effective for us beginning on January 1, 2010. There was no impact from the
adoption of this guidance on our consolidated financial position or results of
operations.
 
 In
December 2009, the FASB issued ASC 810-10 regarding improvements to financial
reporting by enterprises involved with variable interest entities. The new
guidance provides an amendment to its consolidation guidance for variable
interest entities and the definition of a variable interest entity and requires
enhanced disclosures to provide more information about an enterprise’s
involvement in a variable interest entity. This amendment also requires ongoing
assessments of whether an enterprise is the primary beneficiary of a variable
interest entity and is effective for us January 1, 2010. There was no impact
from the adoption of this guidance on our consolidated financial position or
results of operations.
 
 In
January 2010, the FASB issued amendment ASC 820 regarding improving disclosures
about fair value measurements. This new guidance requires some new disclosures
and clarifies some existing disclosure requirements about fair value
measurement. The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after December 15,
2009, except for the disclosures about purchases, sales, issuances and
settlements in the roll forward of activity in Level 3 fair value measurements.
Those disclosures are effective for fiscal years beginning after December 15,
2010 and for interim periods within those fiscal years. There was no impact from
the adoption of this guidance on our consolidated financial position or results
of operations.
  8
  Recent
Accounting Pronouncements Not Yet Effective
 
 In
October 2009, the FASB issued amendment ASC 605 to its accounting guidance on
revenue arrangements with multiple deliverables. This new accounting guidance
addresses the unit of accounting for arrangements involving multiple
deliverables and how consideration should be allocated to separate units of
accounting, when applicable. This guidance will be effective for fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. This guidance
will not have a material impact on our consolidated financial position or
results of operations.
 
 In
October 2009, the FASB issued amendment ASC 985 to its accounting guidance on
certain revenue arrangements that include software elements. The new accounting
guidance excludes from software revenue recognition all tangible products
containing both software and non-software components that function together to
deliver the product’s essential functionality. This guidance will be effective
for fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. This guidance must be adopted in the same period that the company
adopts the amended accounting for arrangements with multiple deliverables
described in the preceding paragraph. This guidance will not have a material
impact on our consolidated financial position or results of
operations.
 
 5.
Inventory
 
 Inventory
is summarized as follows:
 
 September 30,
                          2010
                        
                        
                        December 31,
                          2009$
                        
                        
                        $Raw
      Materials and Others
                        
                        
                        269,493
                        
                        
                        
                        253,416Finished
      Goods
                        
                        
                        224,678
                        
                        
                        
                        204,154Total
      Inventory
                        
                        
                        494,171
                        
                        
                        
                        457,570
 
 6.
Property, Plant and Equipment
 
 Property,
plant and equipment is summarized as follows:
 
 September 30,
                        2010
                      
                      
                      December 31,
                        2009$
                      
                      
                      $Machinery
      and equipment
                      
                      
                      576,986
                      
                      
                      
                      542,565Office
      furniture and equipment
                      
                      
                      94,422
                      
                      
                      
                      88,789Vehicles
                      
                      
                      15,763
                      
                      
                      
                      14,823Equipment
                      
                      
                      687,171
                      
                      
                      
                      646,177Building
      construction
                      
                      
                      0
                      
                      
                      
                      18,429,669Property
      and equipment
                      
                      
                      687,171
                      
                      
                      
                      19,075,846Less
      accumulated depreciation and amortization
                      
                      
                      (550,973
                      )
                      
                      
                      (484,026
                      )Property,
      Plant and Equipment, net
                      
                      
                      136,198
                      
                      
                      
                      18,591,820
 
 The
company has defined the following useful lives for fixed assets: Machinery and
equipment: 8 years, Office furniture and equipment: 3 (IT equipment) to 5 years
(office furniture), Vehicles: 4 years.
  9
  SES
SOLAR INC. AND SUBSIDIARIES
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 7.
Borrowings under Revolving Credit Facility, Short and Long-Term
Loans
 
 Short-Term Loans
                        
                        September 30,
                          2010
                        
                        
                        December 31,
                          2009$
                        
                        
                        $State
      Department of Energy Geneva (Switzerland)
                        
                        
                        0
                        
                        
                        
                        68,640Banque
      Cantonale de Genève (1)
                        
                        
                        9,063,010
                        
                        
                        
                        8,225,799Banque
      Cantonale de Genève
                        
                        
                        154,822
                        
                        
                        
                        131,581Banque
      Cantonale de Genève
                        
                        
                        0
                        
                        
                        
                        2,168,604State
      Department of Energy Geneva (Switzerland)
                        
                        
                        0
                        
                        
                        
                        4,817,000State
      Department of Energy Geneva (Switzerland)
                        
                        
                        0
                        
                        
                        
                        933,9879,217,832
                        
                        
                        
                        16,345,611
 
 Long-Term Loans
                          
                          September 30,
                            2010
                          
                          
                          December 31,
                            2009$
                          
                          
                          $Banque
      Cantonale de Genève
                          
                          
                          132,107
                          
                          
                          
                          218,559State
      Department of Energy Geneva (Switzerland)
                          
                          
                          0
                          
                          
                          
                          862,407132,107
                          
                          
                          
                          1,080,966Total
      loans
                          
                          
                          9,349,939
                          
                          
                          
                          17,426,577
 
 Year
                      
                      Repayments$2010
                      
                      
                      9,117,5142011
                      
                      
                      134,4012012
                      
                      
                      98,024Total
                      
                      
                      9,349,939
 
 (1)
The loan totaling $9,063,010, relating to amounts used to finance construction
of the Company’s Manufacturing Facility was reimbursed on October 1,
2010.
  
 On July
22, 2009, the Company entered into a loan agreement with BCGE for CHF29,430 to
finance production equipment. The loan has a duration of 36 months and is
reimbursed in 36-equal monthly installments of CHF871, which amount includes
principal and interest of 4.54%. The first installment was paid in August 2009,
and as of September 30, 2010, the principal balance had been reduced to
approximately $20,594, thereof $11,702 is reflected as short term
loan.
 
 On August
13, 2009, the Company entered into a loan agreement with BCGE for CHF245,557 to
finance the certification of its SwissTile® product. The loan has a duration of
36 months and is reimbursed in 36-equal monthly installments of CHF7,188, which
amount includes principal and interest of 3.8%. The first installment was paid
in September 2009, and as of September 30, 2010, the principal balance had been
reduced to approximately $178,046 thereof $97,295 is reflected as short term
loan.
 
 On
September 15, 2009, the Company entered into a separate loan agreement with BCGE
for CHF86,200 to finance certain production equipment. The loan has a duration
of 36 months and is reimbursed in 36-equal monthly installments of CHF2,520,
which amount includes principal and interest of 3.72%. The first installment was
paid in October 2009, and as of September 30, 2010, the principal balance had
been reduced to approximately $64,867, thereof $34,047 is reflected as short
term loan.
 
 On
October 7, 2009, the Company entered into a loan agreement with BCGE for
CHF29,947 to finance production equipment. The loan has a duration of 36 months
and is reimbursed in 36-equal monthly installments of CHF885, which amount
includes principal and interest of 4.48%. The first installment was paid in
November 2009, and as of September 30, 2010, the principal balance had been
reduced to approximately $23,421, thereof $11,778 is reflected as short term
loan.
  10
  8.
Work in Progress/Billings in Excess of Cost and Estimated Earnings
 
 Work in Progress/Billings in Excess of Cost and Estimated Earnings
                          
                          September 30,
                            2010
                          
                          
                          December 31,
                            2009$
                          
                          
                          $Work
      in progress
                          
                          
                          0
                          
                          
                          
                          3,131,865Prepayments
      from customers
                          
                          
                          0
                          
                          
                          
                          (571,466
                          )0
                          
                          
                          
                          2,560,399
 
 9.
Commitments and Contingencies
 
 Operating Leases- lease
expenses for the nine months ended September 30, 2010 and 2009 were $67,376 and
$99,989, respectively.
 
 The
following table presents future minimum lease commitments (concerning the lease
of vehicles) under operating leases at September 30, 2010 :
 
 Operating Leases2010
                          
                          
                          10,8072011
                          
                          
                          43,4822012
                          
                          
                          25,566Total
                          
                          
                          79,855
 
 In
addition to the amounts disclosed above, SES Switzerland has an operating lease
for its office located at 129 Route de Saint-Julien, Plan-les-Ouates,
Switzerland (a suburb of Geneva). The rent is CHF54,084 per year. The lease will
terminate on August 31, 2010.
 
 SES
Switzerland also leased a 1,654 square meter industrial facility in Härkingen,
Switzerland. The lease was terminated on February 28, 2009. The global charge
for the period January 1, 2009 to February 28, 2009 was CHF10,631
($9,819).
 
 SES
Switzerland has no non-cancellable operating leases.
  Employment Agreements—As at
quarter end, SES Switzerland and SES Prod employed 3 employees and 1 executive
officers. The terms of employment are supplemented by Swiss Commercial Law,
which requires in case of termination of the contract, a minimum of one month’s
notice the first year, 2 months’ paid notice the second year and 3 months’ paid
notice of termination thereafter.
  Flannel
Management sarl has a consulting agreement with SES Switzerland effective
October 1, 2006. Flannel Management sarl receives a monthly consulting fee of
CHF20,000 ($18,792) (using exchange rate set forth in Note 4 to the Consolidated
Financial Statements hereto). The contract is for a 10-year term and if earlier
terminated, the Company nevertheless pays the consulting fees for the remainder
of the term. One of Flannel Management sarl’s consultants is Philippe
Crisafulli, the husband of Sandrine Crisafulli, Chief Financial Officer of SES
USA and SES Switzerland.
 
 Litigation—The Company is
from time to time subject to routine litigation incidental to its business.
There are no such litigation currently pending.
  Capital Commitments- At
September 30, 2010, the Company has an outstanding purchase order of EUR448,600
($610,631) for the future construction of a new machine to be used in the new
plant for solar module production. The Company has made an advance
payment of EUR269,160 ($366,378) for the purchase of this machine. The
balance due will be paid upon delivery of the machine.
  11
  10.
Business Segments
  As of
September 30, 2010, all of the Company’s operations were conducted through its
wholly owned subsidiaries, SES Switzerland and SES Prod, and were limited to the
assembly and installation of PV panels in Switzerland.
 
 11.  Discontinued
Operations
 
 In 2010,
there was no income or expense from discontinued operations (same thing in
2009).
 
 12.  Stockholders'
Equity
 
 Common Stock— The Company
has 100,000,000 shares of common stock authorized, par value $0.001 per share,
and 73,081,168 shares issued and 72,984,168 shares outstanding.
 
 Treasury Stock- The Company
purchased shares of its common stock, par value $0.001, in the open market. As
of September 30, 2010, the Company held 97,000 shares in the amount of
$23,557.
 
 On
November 22, 2006, the Company issued warrants to purchase 1,500,000 shares of
common stock at an exercise price of $0.90 per share (the “Warrant Shares”). The
warrants expire four (4) years after the date of issuance.
 
 During
the quarter ended September 30, 2010, no warrants were exercised.
 
 In
connection with the closing of the share exchange agreement with SES Switzerland
and the stockholders thereof whereby the Company agreed to acquire SES
Switzerland, the Company entered into, among other agreements, the Long Term
Escrow Agreement, dated September 1, 2006, with Christiane Erné, Jean-Christophe
Hadorn (our former CEO and director), and Claudia Rey. Pursuant to the terms of
the Long Term Escrow Agreement, the Company agreed to escrow 10,000,000 shares
of common stock issued to Ms. Erné (9,000,000 shares), Mr. Hadorn (500,000
shares) and Ms. Rey (500,000 shares) in order to secure partial repayment of its
loan dated November 3, 2003 with ScanE, which shares remain in escrow under the
Long Term Escrow Agreement, and which are included in earnings per share. The
Company has entirely paid its loans from the Geneva (Switzerland) State
Department of Energy (“ScanE”) as of September 30, 2010, as a result this
guarantee will be cancelled before year end.
 
 13.
Subsequent Events
 
 The
Company evaluates events and transactions that occur after the balance sheet
date as potential subsequent events. This evaluation was performed through
the date on which the Company’s financial statements were
issued.
  12


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 The
following discussion should be read in conjunction with the consolidated audited
financial statements and related notes accompanying this Annual Report on Form
10-K. As used herein, the terms “company,” “SES USA,” “our,” “we,” and “us”
refer to SES Solar Inc. and its subsidiaries on a consolidated basis, and the
terms “SES Switzerland” and “SES Prod” refer to our wholly owned subsidiaries,
unless the context requires otherwise.
 
 We are a
Delaware corporation based in Geneva, Switzerland engaged in the business of
designing, engineering, producing and installing solar modules and solar tiles
for generating electricity. We have developed a new assembly technology for
solar tiles that allows for higher quality electrical contacts, better
performance and reduced costs resulting from our proprietary automation
processes. To date, while we have been engaged in developing and testing our new
solar panel assembly technology, we have been developing the sales and
distribution portions of our business by selling solar tiles manufactured and
produced by us and third parties and by responding to quotations for our solar
tiles to electric companies, local governmental agencies and private home
owners.
 
 Our
business was commenced in 2001 by SES Société d’Energie Solaire SA (“SES
Switzerland”), a Swiss-based developer of solar panels and solar roof tiles. On
September 27, 2006, our parent company, SES USA, completed a share exchange
agreement with SES Switzerland in which SES Switzerland became our wholly owned
subsidiary. We then abandoned our previous Internet based auction website
business and the SES Switzerland business of designing, engineering, producing,
and installing solar panels or modules and solar tiles became the sole business
of the combined company. In July 2008, we formed a second wholly owned
subsidiary, SES Prod, to conduct our manufacturing operations. Because SES USA
and its subsidiaries on a consolidated basis are the successor business to SES
Switzerland, and because the operations and assets of SES Switzerland and SES
Prod represent our entire business and operations from the closing date of the
share exchange agreement, the following discussion and analysis is based on SES
Switzerland’s and SES Prod’s financial results for the relevant
periods.
 
 Overview
  This
overview addresses our plan of operation and the trends, events, and
uncertainties that have been identified by our management as those that we
believe are reasonably likely to materially affect the comparison of historical
operating results reported herein to either past period results or to future
operating results.
 
 We have
developed and patented a new assembly technology for solar modules and solar
tiles. Our business plan includes the completion of a new assembly line based on
our proprietary technology to produce solar modules and solar tiles at a lower
cost. We believe this new facility will enable us to produce solar photovoltaic
(“PV”) modules that are larger than three square meters.
  To
implement our business plan, we will need to complete the design of the solar
modules and solar tiles, manufacture and test the prototype panels, have them
approved in accordance with European and other standards, manufacture them in
series and sell them in major markets in Europe and eventually other countries
around the world. Our initial plan to commence full scale production and sale of
our new products between the second and the third quarters of 2010 is delayed of
a few months due to additional testing of the production process. Once our
manufacturing capabilities are fully operational, we will have available a
product line consisting of our SunTechTile® and SwissTile® solar tiles and, in
the future, PV solar modules
  Historically,
we have relied upon third-party vendors to supply us with component parts, such
as PV cells, in order to manufacture and produce our products. While we work to
bring our fully automated production lines into operation, we have reconfigured
our production capabilities to manufacture our solar products on a manual and
semi-manual production basis and in partnership with
subcontractors.
  To date,
we have generated only limited revenue from the sale of solar modules and solar
tiles manufactured by us and third parties and the related engineering services
required to design and install the same.
 
 Once our
manufacturing capabilities are fully operational, we will have available a
product line consisting of our SunTechTile® and SwissTile® solar tiles and, in
the future, PV solar modules. Historically, we have relied upon third-party
vendors to supply us with component parts, such as PV cells, in order to
manufacture and produce our products.
  13
  We have
experienced operating losses from our early stage operations, which have
involved developing and testing our new solar panel technology and commencement
of the sales and distribution portions of our business by selling custom solar
modules and solar tiles using an early stage technology. We anticipate incurring
additional operating losses over the next few years as we complete the
development, testing, prototypes and licensing of our new products and commence
production. Our research and development costs and the costs incurred in
manufacturing prototypes have been expensed to date. We do not believe that we
can achieve profitability until development, implementation and
commercialization of our solar products manufactured through our new assembling
processes are operational.
  We
believe the demand for solar modules and solar tiles will ultimately be
substantial. According to the Energy Information Administration, global demand
for electricity is expected to increase from 18 trillion kilowatt hours in 2006
to 32 trillion kilowatt hours in 2030. Over time, supply constraints, rising
electricity prices, dependence on foreign countries for fuel feedstock and
environmental concerns could limit the ability of many conventional sources of
electricity and other alternative sources to supply this rapidly expanding
global demand. According to the U.S. Department of Energy, solar energy is the
only source of renewable power with a large enough resource base to supply a
significant percentage of the world’s electricity needs over the next several
decades.
 
 However,
in the near term there are significant competitive concerns with solar energy.
As the cost of producing electricity from grid connected PV installations is
higher than the current cost of electricity from fossil or nuclear plants, the
PV market relies heavily on government subsidies and regulation concerning
independent power producers. These regulations favor PV electricity in some, but
not all, countries. Existing regulations are subject to change due to local
political factors affecting the energy market, especially in Europe, where the
process has been ongoing for 10 years. The major PV market in Europe is Germany,
where the EEG law governs. We expect France will play an increasing role in the
future due to current law. Other countries, including Italy, Spain and Greece,
have similar but less favorable laws. The PV market is heavily dependent on
public policies and, as a result, such policies present the greatest
uncertainties for our products. Reductions of the feed-in tariff in Germany by
8% per year could affect our sales. Spain decreased its subsidies by 75% during
2008. Without continued and/or enhanced governmental support in the form of
favorable laws and subsidies, the projected growth of the PV market will not
exist, which could hurt our results of operations.
 
 Our
primary market for our SwissTile® product is Switzerland, which enacted a
feed-in tariff that became effective May 2008. This tariff has 10 different
values depending on PV integration and size. Due to the properties of our
SwissTile® product, we believe that it will receive the highest value, which
will be favorable for us.
 
 Due to
overwhelming demand, final subsidy decisions by the relevant Swiss grid
authority regarding remuneration for electricity generated by solar power
installations have been delayed. As a result of this delay, many of our
prospective and potential solar power production customers have postponed new
solar power installations as they await determination by the Swiss grid
authority whether their respective installations will qualify for remuneration.
The tariff will decrease for new entrants by 8% every year starting in
2010.
 
 Despite
the significant growth of the PV market over the past several years, solar
electricity still represents only a small fraction of the supply of electricity.
So long as governments and the market are focused on the ability of
manufacturers to develop new technologies that reduce the cost of solar
electricity, we believe that the demand for solar energy products will continue
to grow significantly. This growth projection is based on continued governmental
support, on the success of such manufacturing efforts to reduce the gap between
the cost of solar electricity and more conventional and established methods of
generating electricity, and on other developments affecting the world energy
markets. In addition to the uncertainties associated with government subsidies
and these other factors, it is also possible that breakthrough technologies
might emerge in other areas that will reduce demand for new solar energy
products. Furthermore, even within the solar energy sector, it is possible that
developments in thin films or nanoscience could reduce the cost of PV cells or
that future shortages in the supply of polysilicon, an essential raw material in
the production of our PV cells, could impact our proposed new products and
adversely affect our plan of operation.
  We are in
ongoing discussions with strategic partners, including cell manufacturers, PV
line manufacturers and special machine manufacturers to assist us with our new
technology for module assembly.
  14
  During
the three month period ended September 30, 2010, we incurred capital
expenditures of $676,003 to construct the Manufacturing Facility that was sold
on September 30, 2010 as discussed above. We also continued sales of our custom
solar panels and solar tiles to customers during the three month period ended
September, 2010, generating revenue of $4,100,515 and a net income of
$1,146,113
 
 Based on
current and planned custom installation projects that will be completed during
fiscal year 2010, we believe that our cash flows used in operating activities
for the remainder of fiscal year 2010 will be greater than our cash flows used
in operating activities during 2009. In light of these operating activities, we
believe that our operating expenses in fiscal year 2010 will be approximately $2
million, which we anticipate financing through revenue generated from operating
income, available cash from proceeds of the sale of the Manufacturing Facility
and credit facilities. Management anticipates $2 million for the assembly lines
and related machinery, of which we have already financed $366,378. Depending on
our production requirements, we may also require up to an additional $11 million
during the next 12 months to finance the purchase of raw materials to be used in
the production of 2MW of solar tiles. We anticipate financing the remaining
capital expenditures on the assembly lines using available cash, loans and lines
of credit.
  We expect
to continue to experience losses from operations until we can generate
significant revenue from manufacturing our new products. As a result of our
continuing need to expand our operations and develop and market our new
products, we expect to continue to need additional capital over the long-term in
order to continue as a going concern. See “Liquidity and Capital
Resources.”
  15
  Selected
Financial Data
  Balance Sheets
                        
                        September 30,
                          2010
                        
                        
                        December 31,
                          2009(unaudited)
                        
                        
                        (audited)in
      $Total
      current assets
                        
                        
                        19,124,916
                        
                        
                        
                        4,309,110Total
      long-term assets
                        
                        
                        616,008
                        
                        
                        
                        19,091,047Total
      current liabilities
                        
                        
                        12,410,663
                        
                        
                        
                        20,369,171Total
      long-term liabilities
                        
                        
                        4,287,525
                        
                        
                        
                        1,080,966Total
      liabilities and stockholders' equity
                        
                        
                        19,740,924
                        
                        
                        
                        23,400,157
 
 Statement
of Operations (unaudited)
  For the three months ended
                    September 30,2010
                  
                  
                  2009in
      $Revenues
                  
                  
                  4,100,515
                  
                  
                  
                  38,046Total
      cost of goods sold (exclusive of depreciation, shown separately
      below)
                  
                  
                  (3,167,882
                  )
                  
                  
                  (17,560
                  )Personnel
                  
                  
                  (122,619
                  )
                  
                  
                  (158,285
                  )Rent
      and lease expenses
                  
                  
                  (51,545
                  )
                  
                  
                  (26,629
                  )Research
      and development
                  
                  
                  (60,102
                  )
                  
                  
                  (63,866
                  )Depreciation
      and amortization
                  
                  
                  (10,812
                  )
                  
                  
                  (9,998
                  )Gain
      on sale of assets
                  
                  
                  0
                  
                  
                  
                  25,330General
      and administrative expenses
                  
                  
                  (100,196
                  )
                  
                  
                  (157,860
                  )Interest
      expense
                  
                  
                  (20,885
                  )
                  
                  
                  (9,979
                  )Other
      gain
                  
                  
                  652
                  
                  
                  
                  0Foreign
      exchange gain (loss)
                  
                  
                  578,987
                  
                  
                  
                  260,002Income
      (Loss) before taxes
                  
                  
                  1,146,113
                  
                  
                  
                  (120,799
                  )Income
      Taxes
                  
                  
                  (0
                  )
                  
                  
                  (0
                  )Net
      income (loss)
                  
                  
                  1,146,113
                  
                  
                  
                  (120,799
                  )Other
      comprehensive income (loss): translation adjustment
                  
                  
                  64,040
                  
                  
                  
                  (146,600
                  )Comprehensive
      income (loss)
                  
                  
                  1,210,253
                  
                  
                  
                  (267,399
                  )
 
 RESULTS
OF OPERATIONS - COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2010 AND
2009
  Net
Income
  Our net
income for the three months ended September 30, 2010 was $1,146113 compared to a
net loss of $120,799 for the three months ended September 30, 2009. The change
to net income for the three months ended September 30, 2010 from a net loss for
the three months ended September 30, 2009 is mainly attributable to a reduction
of the operating expenses.
 
 The gain
on the sale of the building of $4,155,419 has not been recognized but instead
been deferred as the basic conditions for recognition per ASC 840-40-25 were not
met.
 
 Revenue
and Cost of Goods Sold
 
 We
recognize revenue on the completed-contract method, and therefore when projects
are completed. During the three months ended September 30, 2010, we completed
several projects and generated total revenue of $4,100,515 compared to $38,046
for the three months ended September 30, 2009. Cost of goods sold for the three
months ended September 30, 2010 was $3,167,882 compared to cost of goods sold of
$17,560 for the three months ended September 30,
2009.
  16
  Operating
Expenses
 
 Operating
expenses for the three months ended September 30, 2010 were $345,274 compared to
$391,308 for three months ended September 30, 2009, which represents a 12%
decrease. Personnel, rent, research and development, general and administrative,
and depreciation and amortization expenses constitute the components of our
operating expenses. We expect that as we continue to implement our business
plan these expenses will increase accordingly.
 
 The
majority of the decrease resulted from reduced general and administrative
expenses (decrease of $57,664), personnel expenses (decrease of $35,666) partly
compensated by an increase of rent and lease expenses of $ 24,916 and an
exceptional gain on sale of assets for $25,330 in the preceding
period.
  Other
Income (Expense)
  Interest
expense increased to $20,885 for the three months ended September 30, 2010
compared to $9,979 for the three months ended September 30, 2009. For the three
months ended September 30, 2010, we have incurred interest expense of $2,515 in
connection with financing of the production equipment and $15,451 in connection
with reimbursement of Geneva (Switzerland) State Department of Energy
(“ScanE”)’s loan from November 3, 2003.
 
 Foreign
exchange profit for the three months ended September 30, 2010 was $578,987
compared to a foreign exchange profit of $260,002 for the three months ended
September 30, 2009. We conduct our business and incur substantially all of our
costs in Swiss francs (CHF). The favorable result of foreign exchange is due
primarily to the decrease of the Swiss Franc against US dollar which is the
company’s reporting currency. See Note 4 to the accompanying financial
statements.
  17
 
 Statement of Operations
                    (unaudited)
                  
                  For the Nine Months Ended
                    September 30,2010
                  
                  
                  2009in $Total
      revenues
                  
                  
                  5,477,267
                  
                  
                  
                  1,299,316Total
      cost of goods sold (exclusive of depreciation shown separately
      below)
                  
                  
                  (3,880,728
                  )
                  
                  
                  (882,735
                  )Personnel
                  
                  
                  (402,916
                  )
                  
                  
                  (467,152
                  )Rent
      and lease expenses
                  
                  
                  (127,853
                  )
                  
                  
                  (99,989
                  )Research
      and development
                  
                  
                  (179,721
                  )
                  
                  
                  (188,343
                  )Depreciation
      and amortization
                  
                  
                  (33,235
                  )
                  
                  
                  (55,366
                  )Gain
      on sale of assets
                  
                  
                  0
                  
                  
                  
                  25,330General
      and administrative expenses
                  
                  
                  (249,197
                  )
                  
                  
                  (463,970
                  )Interest
      expense
                  
                  
                  (46,023
                  )
                  
                  
                  (27,577
                  )Other
      gain
                  
                  
                  25,324
                  
                  
                  
                  0Foreign
      exchange gain (loss)
                  
                  
                  323,514
                  
                  
                  
                  96,923Income
      (loss) before taxes
                  
                  
                  906,432
                  
                  
                  
                  (763,563)Taxes
                  
                  
                  0
                  
                  
                  
                  0Net
      income (loss)
                  
                  
                  906,432
                  
                  
                  
                  (763,563)Other
      comprehensive income (loss): translation adjustment
                  
                  
                  186,284
                  
                  
                  
                  (85,747
                  )Comprehensive
      income (loss)
                  
                  
                  1,092,716
                  
                  
                  
                  (849,310
                  )
 
 RESULTS
OF OPERATIONS - COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2010 AND
2009
 
 Net
Income
  Our net
income for the nine months ended September 30, 2010 was $906,432 compared to a
net loss of $763,563 for the nine months ended September 30, 2009. Our net
income for the nine months ended September, 2010 compared to 2009 is mainly
attributable to a reduction of the operating expenses.
 
 Revenues
and Cost of Goods Sold
  We
recognize revenue on the completed-contract method, and therefore when projects
are completed. During the nine months ended September 30, 2010, we completed
several projects and generated total revenue of $5,477,267 compared to
$1,299,316 for the nine months ended September 30, 2009.
 
 Cost of
goods sold for the nine months ended September 30, 2010 was $3,880,728 compared
to cost of goods sold of $882,735 for the nine months ended September 30,
2009.  The decrease in cost of good sold for the nine months ended
September 30, 2010 is entirely attributable to the projects completed during the
period.
 
 Operating
Expenses
 
 Operating
expenses for the nine months ended September 30, 2010 were $992,922 compared
to $1,249,490for the nine months ended
September 30, 2009, which represents a 21% decrease. Personnel, rent, research
and development, general and administrative expenses, and depreciation and
amortization expenses constitute the components of our operating
expenses.
  The
majority of the decrease resulted from reduced general and administrative
expenses (decrease of $214,773), personnel costs to develop the activities of
our new subsidiary (decrease of $64,236) and a decrease of $22,131 in
depreciation and amortization expense.
  We expect
that as we continue to implement our business plan these expenses will increase
accordingly.
  18
  Other
Income (Expense)
 
 Interest
expense increased to $46,023 for the nine months ended September 30, 2010
compared to $27,577for the nine months ended
September 30, 2009. For the nine months ended September 30, 2010, we have
incurred interest expense of $8,390 in connection with financing of the
production equipment and $34,556 in connection with reimbursement
of  Geneva (Switzerland) State Department of Energy (“ScanE”)’s loan
from November 3, 2003 .
 
 Foreign
exchange profit for the nine months ended September 30, 2010 was $323,514
compared to a foreign exchange profit of $96,923 for the nine months ended
September 30, 2009. Our wholly owned subsidiaries conduct substantially all of
their business and incur substantially all of their costs in Swiss
francs.  The favorable result of foreign exchange is due primarily to
the decrease of the Swiss Franc against US dollar which is the company’s
reporting currency. See Note 4 to the accompanying financial
statements.
 
 Liquidity
and Capital Resources
  Our
principal cash requirements are for operating expenses, including research and
development, personnel, consulting, accounting, and legal costs.
  As of
September 30, 2010, we had positive working capital of $6,714,253 compared with
negative working capital of $16,060,061 as of December 31, 2009, and our cash
and cash equivalents decreased to $150,707 as of September 30, 2010 compared to
$311,372 as of December 31, 2009. Positive working capital was mainly achieved
through the sale of the Manufacturing Facility on September 30,
2010.
 
 As of
September 30, 2010, we had accounts payable of $3,192,831 compared to $3,452,094
as of December 31, 2009. This balance is primarily composed of creditors for
construction costs related to our sold Manufacturing Facility ($2,162,650) and
suppliers liabilities for $104,660 and sundry accruals for the remaining
balance.
 
 As
September 30, 2010, we had short-term debt in the amount of $9,217,832 compared
to $16,345,611 as of December 31, 2009. The decrease relates mainly to the
reimbursement in March 9, 2010 of a loan amounting to $2,275,896 received from
BCGE on September 18, 2009, and on September 30, 2010 of several loans amounting
to $6,516,822 received from the Geneva (Switzerland) State Department of Energy
(“ScanE”) on November 3, 2003, January 21, 2004 and October 27,
2008.
 
 We
currently have several loans outstanding with Banque Cantonale de Genève
(“BCGE”).
  BCGE
Loans
 
 Our
wholly owned subsidiary, SES Switzerland, entered into a Construction Credit
Agreement with BCGE, dated December 20, 2006, in the amount of CHF4.8
million to finance construction of the Manufacturing Facility. The loan was
amended on November 13, 2007 and increased from CHF4.8 million to CHF8.5
million. As of September 30, 2010, the Company had used CHF8,846,104
($9,063,010) of the loan. This loan was reimbursed on October 1,
2010.
 
 On July
22, 2009, the Company entered into a loan agreement with BCGE for CHF29,430 to
finance production equipment. The loan has a duration of 36 months and is
reimbursed in 36-equal monthly installments of CHF871, which amount includes
principal and interest of 4.54%. The first installment was paid in August 2009,
and as of September 30, 2010, the principal balance had been reduced to
approximately $20,594, thereof $11,702 is reflected as short term
loan.
 
 On August
13, 2009, the Company entered into a loan agreement with BCGE for CHF245,557 to
finance the certification of its SwissTile® product. The loan has a duration of
36 months and is reimbursed in 36-equal monthly installments of CHF7,188, which
amount includes principal and interest of 3.8%. The first installment was paid
in September 2009, and as of September 30, 2010, the principal balance had been
reduced to approximately $178,046, thereof $97,295 is reflected as short term
loan.
 
 On
September 15, 2009, the Company entered into a separate loan agreement with BCGE
for CHF86,200 to finance certain production equipment. The loan has a duration
of 36 months and is reimbursed in 36-equal monthly installments of CHF2,520,
which amount includes principal and interest of 3.72%. The first installment was
paid in October 2009, and as of September 30, 2010, the principal balance had
been reduced to approximately $64,867, thereof $34,047 is reflected as short
term loan.
  19
  On
October 7, 2009, the Company entered into a loan agreement with BCGE for
CHF29,947 to finance production equipment. The loan has a duration of 36 months
and is reimbursed in 36-equal monthly installments of CHF885, which amount
includes principal and interest of 4.48%. The first installment was paid in
November 2009, and as of June 30, 2010, the principal balance had been reduced
to approximately $23,421, thereof $11,778 is reflected as short term
loan.
 
 Our
ability to meet our financial commitments in the near term will be primarily
dependent upon revenue from the future sale of our manufactured solar modules
and from the continued sale of our solar tiles and the related engineering
services required to design and install the same.
 
 Due to
our current financial situation and history of losses, there is substantial
doubt about our ability to continue as a going concern, as discussed in Note 2
to our financial statements for the quarter ended Septembre 30, 2010. If
our future revenues do not increase significantly to a level sufficient to cover
our net losses, we will continue to need to raise additional funds to expand our
operations. In addition, we may need to raise funds sooner than anticipated to
respond to competitive pressures, to develop new or enhanced products or
services, to fund our expansion or to make acquisitions. We may not be able
to find financing on acceptable terms or at all.
 
 Operating
Activities
  Net cash
provided by operating activities was $2,799,344 for the nine months ended
September 30, 2010 compared to $(469,269) of net cash used in operating
activities for the nine months ended September 30, 2009. Net amount between
advances received from customers for related projects was$0compared to $(367,992) for
the same preceding period. .
 
 Investing
Activities
  Net cash
provided by investing activities was $6,104,418 during the nine months ended
September 30, 2010 compared to $(2,682,840) during the nine months ended
September 30, 2009.
 
 Management
anticipates total capital expenditures of approximately $2 million for the
assembly lines and related machinery, of which we have already financed
$366,378. In addition, and depending on our production requirements, we may
require during the next 12 months up to an additional $11 million to finance the
purchase of raw materials to be used in the production of 2 MWs of solar
tiles.
 
 Financing
Activities
  Net cash
used in financing activities was $(8,710,150) for the nine months ended
September 30, 2010 compared to $2,946,574 net cash provided by financing
activities for the nine months ended September 30, 2009. During nine months
ended September 30, 2010, the Company used $289,206 of such financing for
interests on loans. In addition, we also used $78,343 to pay down certain
loans relating to equipment production and certification. We also reimbursed a
loan amounting to $2,275,896 received from BCGE on September 18, 2009 and loans
amounting to $6,912,667 received from ScanE.
 
 Non
cash transactions
 
 The
Company, through a trustee, on September 30, 2010 has paid back several loans
amounting to $6.912,667 received from the Geneva (Switzerland) State Department
of Energy (“ScanE”) on November 3, 2003, January 21, 2004 and October 27, 2008.
The remainder of the purchase price in the amount of $16,576,833 is a receivable
due from the trustee.
 
 Off-Balance
Sheet Arrangements
  We have
no outstanding derivative financial instruments, interest rate swap transactions
or foreign currency contracts. We do not engage in trading activities involving
non-exchange traded contracts.
  20
  At
September 30, 2010, we had an outstanding purchase order
of  EUR448,600 ($610,631) for the future construction of a new machine
to be used in the new plant for solar module production. We made an advance
payment of  EUR269,160 ($305,315) for the purchase of this
machine. The balance due will be paid upon delivery of the machine.
 
 ITEM 3.  QUALITATIVE AND QUANTITATIVE
DISCLOSURES ABOUT MARKET RISK
  Not
applicable to “smaller reporting companies” under Item 305(e) of Regulation
S-K.
 
 ITEM 4T.  CONTROLS AND
PROCEDURES
  Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in company reports filed under the Exchange Act, is
accumulated and communicated to management, including the company’s principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
 
 As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that the
company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms and which also
are effective in ensuring that information required to be disclosed by the
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company’s management, including the
Company’s Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.
 
 CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  There was
no change in our internal control over financial reporting that occurred during
the fiscal quarter ended September 30, 2010 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
 
 PART II  –  OTHER INFORMATION
 
 ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 Treasury Stock-
The  Company holds 97,000 shares of its common stock. For the nine
months ended September 30, 2010, there were no purchases or sales of treasury
shares.
  21
  ITEM 6.  EXHIBITS
  Exhibits10.1
                
                Manufacturing
      Facility Purchase and Sale Agreement, dated September 30, 2010, by and
      between SES Société d’Energie Solaire SA and Loc-Invest
  SA.31.1
                
                Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
                
                Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                
                Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                
                Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
  22
  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.
  Dated:
      November 22, 2010
                  
                  SES
      SOLAR INC.
                    (Registrant)Dated:
      November 22, 2010
                  By:
                  /s/ SANDRINE CRISAFULLISandrine
      CrisafulliChief
      Financial Officer and Chief OperatingOfficer(principal
      financial officer and principalaccounting
      officer)
  23