**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
  
 **FORM 10-QSB**
  x
              **QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF
                  1934**
  **FOR
                  THE QUARTERLY PERIOD ENDED MARCH 31, 2007****OR**
  o
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF
                  1934**
  **FOR
        THE TRANSITION PERIOD
        FROM _______ to _______**
  **COMMISSION
        FILE NUMBER 000-21571**
 
 
 **SES
        SOLAR INC.**
 
 (EXACT
        NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
  **Delaware**
              **33-0860242**(STATE
                  OR OTHER JURISDICTION OF
              (IRS
                  EMPLOYERINCORPORATION
                  OR ORGANIZATION)
              IDENTIFICATION
                  NUMBER)
  129,
        route de Saint-Julien, 1228 Plan-les-Ouates, Geneva,
        Switzerland
 (ADDRESS
        OF PRINCIPAL EXECUTIVE OFFICES)
 
 **+41-22-884-1484**
 
 (ISSUER’S
        TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 Check
        whether the issuer (1) has filed all reports required to be filed by
        Section 13 or 15(d) of the Exchange Act during the past 12 months
        (or for such shorter period that the registrant was required to file such
        reports) and (2) has been subject to such filing requirements for the past
        90 days. Yes  x No o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in
        Rule 12b-2 of the Exchange Act).
 Yes  o No x
 
 The
        number of shares outstanding of each of the issuer’s classes of stock as of May
        11, 2007 is 73,081,168 shares of common stock, par value $.001 per
        share.
 
 Transitional
        Small Business Disclosure Format (Check One) Yes o No x
  
 
 SES
        SOLAR, INC.
 QUARTERLY
        REPORT ON FORM 10-QSB
 QUARTERLY
        PERIOD ENDED MARCH 31, 2007
  TABLE
        OF
        CONTENTS
  PagePART
                  I FINANCIAL INFORMATIONItem
                  1. FINANCIAL STATEMENTSConsolidated
                  Balance Sheet - March 31, 2007 and December 31, 2006
              3Consolidated
                  Statements of Operations and Comprehensive Loss for the Three Months
                  Ended
                  March 31, 2007 and 2006
              4Consolidated
                  Statements of Cash Flows for the Three Months Ended March 31, 2007
                  and
                  2006
              5Notes
                  to the Consolidated Financial Statements
              6Item
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION
              15Item
                  3. CONTROLS AND PROCEDURES
              19PART
                  II OTHER INFORMATIONItem
                  6. EXHIBITS
              20SIGNATURES
              20
 
 2
  **Part
        I FINANCIAL INFORMATION**
 **Item
        1. FINANCIAL STATEMENTS**
 **SES
        SOLAR INC. AND SUBSIDIARY**
 **CONSOLIDATED
        BALANCE SHEETS**
 **(in
        $, except per share amounts)**
 **March
                    31st**
                  **2007**
                
                **December
                    31st**
                  **2006****(unaudited)****ASSETS
                    (in $)**Current
                    Assets:Cash
                    and cash equivalents
                
                
                5,252,140
                
                
                6,016,666Receivables,
                    net of allowance for doubtful accounts of $0 for the periods
                    ended 2007
                    and 2006
                
                
                10,403
                
                
                10,386Due
                    from related party
                
                
                78,515
                
                
                78,386Inventory
                
                
                237,665
                
                
                237,275Other
                    current assets
                
                
                199,343
                
                
                203,280**Total
                    current assets**
                
                
                **5,778,066**
                
                
                **6,545,993**Long-Term
                    Assets:Deferred
                    expense
                
                
                360,000
                
                
                420,000Advance
                    payments for machinery
                
                
                59,446
                
                
                0**Total
                    other long-term assets**
                
                
                **419,446**
                
                
                **420,000**Property
                    and Equipment, at cost,
                
                
                381,532
                
                
                376,837Less
                    accumulated depreciation and amortization
                
                
                (267,953
                )
                
                (254,779
                )Building
                    development
                
                
                381,687
                
                
                219,619**Total
                    fixed assets**
                
                
                **495,266**
                
                
                **341,677****Total
                    long-term assets**
                
                
                **914,712**
                
                
                **761,677****Total
                    assets**
                
                
                **6,692,778**
                
                
                **7,307,670****LIABILITIES
                    AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                    Liabilities:Short-term
                    loan
                
                
                1,206,714
                
                
                409,920Accounts
                    payable
                
                
                202,135
                
                
                329,323Billings
                    in excess of cost and estimated earnings
                
                
                29,218
                
                
                123,573**Total
                    current liabilities**
                
                
                **1,438,067**
                
                
                **862,816**Long-Term
                    Liabilities:Loan
                    payable
                
                
                0
                
                
                794,810**Total
                    long-term liabilities**
                
                
                0
                
                
                **794,810**Stockholders’
                    Equity:Common
                    stock, $0.001 par value; authorized 100,000,000 shares, issued
                    and
                    outstanding; 73,081,168 shares
                
                
                73,081
                
                
                73,081Additional
                    paid-in capital
                
                
                8,050,093
                
                
                8,050,093Accumulated
                    other comprehensive income (loss)Translation
                    adjustment
                
                
                (230,532
                )
                
                (226,816
                )Year
                    end accumulated deficit
                
                
                (2,637,931
                )
                
                (2,246,314
                )**Total
                    stockholders’ equity**
                
                
                **5,254,711**
                
                
                **5,650,044****Total
                    liabilities and stockholders’ equity**
                
                
                **6,692,778**
                
                
                **7,307,670**
 
 *See
        accompanying summary of accounting policies and the notes to the financial
        statements.*
  3
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS**
 **(in
        $, except per share amounts)**
 **Three
                    Months Ended March 31,****2007**
                
                **2006****(unaudited)**
                
                **(unaudited)**Revenue:Revenue
                
                
                0
                
                
                0Cost
                    of goods sold (exclusive ofdepreciation
                    shown separately below)
                
                
                0
                
                
                0Costs
                    and Expenses:Personnel
                
                
                85,385
                
                
                23,101Rent
                    and leases expenses
                
                
                32,770
                
                
                26,667Research
                    and development
                
                
                110,473
                
                
                24,026Other
                    general and administrative
                
                
                190,625
                
                
                60,056Depreciation
                    and amortization
                
                
                12,596
                
                
                11,133Total
                    costs and expenses
                
                
                **431,849**
                
                
                **144,983**Other
                    Income and Expense:Interest
                    expense
                
                
                (12,969
                )
                
                (9,792
                )Interest
                    income
                
                
                48,500
                
                
                0Foreign
                    exchange gain
                
                
                4,701
                
                
                0Total
                    other income
                
                
                **40,232**
                
                
                **(9,792**
                **)**Loss
                    before taxes
                
                
                (391,617
                )
                
                (154,775
                )Income
                    taxes
                
                
                0
                
                
                0Net
                    loss
                
                
                **(391,617**
                **)**
                
                **(154,775**
                **)**Other
                    comprehensive loss/income:Translation
                    adjustment
                
                
                (3,716
                )
                
                (4,404
                )Comprehensive
                    loss
                
                
                **(395,333**
                **)**
                
                **(159,179**
                **)**Basic
                    and diluted weighted average shares
                
                
                48,937,761
                
                
                24,143,410Basic
                    and diluted net loss per share
                
                
                **(0.008**
                **)**
                
                **(0.006**
                **)**
 
 *See
        accompanying summary of accounting policies and the notes to the financial
        statements.*
 
 4
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(in
        $, except per share amounts)**
 **Three
                    months ended March 31,****2007**
                
                **2006****(unaudited)**
                
                **(unaudited)**Cash
                    Flows from Operating Activities:Net
                    loss
                
                
                (391,617
                )
                
                (154,775
                )Adjustments
                    to reconcile net loss to cash used inoperating
                    activities:Depreciation
                    and amortization
                
                
                12,596
                
                
                11,133Changes
                    in operating assets and liabilities:(Increase)
                    decrease in:Receivables,
                    including due from relatedparty
                
                
                0
                
                
                77,607Inventory
                
                
                0
                
                
                0Other
                    current assets and deferred expenses
                
                
                64,222
                
                
                (149,792
                )Increase
                    (decrease) in:Accounts
                    payable and accrued exp.
                
                
                (125,808
                )
                
                18,194Billings
                    in excess of cost and estimatedearnings
                
                
                (93,381
                )
                
                (45,977
                )**Net
                    cash used in operating activities**
                
                
                **(533,988**
                **)**
                
                **(243,610**
                **)**Cash
                    Flows from investing activities:Property,
                    plants and equipment
                
                
                (163,716
                )
                
                (6,983
                )Advance
                    payments for machinery
                
                
                (58,706
                )
                
                0**Net
                    cash used in investing activities**
                
                
                **(222,422**
                **)**
                
                **(6,983**
                **)**Cash
                    Flows from financing activities:Proceed
                    from loans
                
                
                0
                
                
                385,680Bank
                    loan
                
                
                0
                
                
                (50,482
                )**Net
                    cash provided by financing activities**
                
                
                **0**
                
                
                **335,198**Increase
                    (decrease) in cash and cash equivalents
                
                
                (756,410
                )
                
                84,605Effect
                    of exchange rate changes on cash
                
                
                (8,116
                )
                
                (1,152
                )Cash
                    and cash equivalents, beginning of the quarter
                
                
                6,016,666
                
                
                35,170Cash
                    and cash equivalents, end of the quarter
                
                
                5,252,140
                
                
                118,623Supplemental
                    cash flow information:Cash
                    paid for interest
                
                
                12,969
                
                
                9,792
  *See
        accompanying summary of accounting policies and the notes to the financial
        statements.*
  5
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  1.  **Organization
        and Nature of Operations**
  Organization
        - SES SOLAR INC., (the “Company” or "SES USA") 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 common stock 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
        SES
        USA's wholly owned subsidiary.
  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 cells 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 companies, local governmental agencies and private house
        owners.
  SES
        USA
        was engaged in a round of financing on November 7, 2006. SES USA issued
        4,100,001 shares of common stock to third parties resulting in a dilution
        of the
        historical and former shareholders of SES Switzerland to approximately
        66%.
  **2.**  **Future
        Operations**
  SES
        Switzerland has experienced losses from operations and anticipates incurring
        losses in the near future. SES Switzerland has, however, developed and is
        in the
        process of patenting a new assembly technology for solar panels, which the
        Company believes will allow higher quality electrical contacts, better
        performance and highly reduced costs resulting from increased automation
        processes.
  SES
        Switzerland’s current business plan includes the development of a new assembly
        line based on its proprietary technology and the construction of a manufacturing
        facility in the suburbs of Geneva, Switzerland to produce solar panels or
        modules and solar tiles at a lower cost. These activities require the Company
        to
        design and manufacture prototype panels, have them approved in accordance
        with
        European and other standards, manufacture them in series and sell them in
        the
        main markets for solar photovoltaic cells. Costs incurred in manufacturing
        prototype panels have been expensed as research and development
        costs.
  SES
        USA
        does not believe that it can achieve profitability until development,
        implementation and commercialization of new products manufactured through
        the
        new assembling processes are operational.
 
 6
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **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. 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 subsidiary SES Switzerland. All significant inter-company accounts
        and
        transactions have been eliminated in consolidation.
  These
        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-KSB for the year ended December 31, 2006. The
        Company adheres to the same accounting policies in preparation of its interim
        financial statements. As permitted under generally accepted accounting
        principles, 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 interim financial statements include the accounts of the Company
        and its wholly owned subsidiary, SES Switzerland. All significant inter-company
        accounts and transactions have been eliminated in the
        consolidation.
 
 The
        preparation of financial statements in conformity with United States generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the amounts reported in the financial statements
        and
        accompanying disclosures of the Company. 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
        currency of SES USA is the U.S. dollar whereas the wholly owned subsidiary's
        functional currency is the Swiss Franc (“CHF”). The financial statements of the
        Company's wholly owned subsidiary, SES Switzerland, are translated to U.S.
        dollar equivalents under the current method in accordance with 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
        intercompany 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
                
                2007
                
                2006CHF
                
                CHF$
                
                
                1.23311
                
                
                1.296412007
                
                
                2006Balance
                    Sheet period-end rates
                
                
                CHF
                
                
                CHF$
                
                
                1.21774
                
                
                1.21975
 
 7
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 
 *Loss
        Per Share* —
Loss
        per share is presented in accordance with the provisions of SFAS No. 128,
        "Earnings Per Share". Basic earnings per share does not include the effects
        of
        potentially dilutive 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 warrants'
        exercise price is lower than the Company's average share price for the period.
        As per an agreement dated September 1, 2006 (as amended), related to the
        reverse
        acquisition, the Company is required to obtain additional financing in the
        amount of CHF12,000,000 no later than November 30, 2007 to build a manufacturing
        plant in Plan-les-Ouates. Otherwise, 24,143,410 escrowed shares will be
        cancelled. The escrowed shares are not included in the calculation of Earnings
        per Share since they are anti-dilutive.
  **Three
                    Months Ended March 31,****2007**
                
                **2006**Basic
                    Weighted average shares outstanding
                
                
                48,937,761
                
                
                24,143,410Diluted
                    weighted average shares outstanding
                
                
                48,937,761
                
                
                24,143,410
 Note:
                  Due to the net loss, the calculation of the effect of common stock
                  equivalents due to issuance of warrants is excluded because of
                  anti-dilution. The number of shares of common stock listed as beneficially
                  owned by one selling stockholder includes 1,500,000 shares of common
                  stock
                  potentially issuable upon exercise of 1,500,000 common share purchase
                  warrants. Each common share purchase warrant is exercisable until
                  November
                  22, 2010 at an exercise price of $0.90 per share. As of the March
                  31,
                  2007, and December 31, 2006 balance sheet dates, the warrants were
                  not yet
                  exercised. Also, they are not included in the computation of diluted
                  loss
                  per share because their effect was
                  anti-dilutive.
  *Revenue
        Recognition* —
The
        Company recognizes revenue in accordance with SEC Staff Accounting Bulletin
        No.
        104, "Revenue Recognition" ("SAB 104"). SAB 104 requires that four basic
        criteria must 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
        three months ended March 31, 2007 and 2006, the Company has 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 in 2007.
 
 8
 
 **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 
 **Impact
        of Recently Issued Accounting Pronouncements**
 
 In
        June
        2006, the Financial Accounting Standards Board issued interpretation No.
        48
        ("FIN 48"), "Accounting for Uncertainty in Income Taxes". FIN 48 establishes
        the
        minimum threshold for recognizing, and a system for measuring, the benefits
        of
        tax-return positions in financial statements. The provisions of FIN 48 were
        effective for the Company as of January 1, 2007 and required application
        of FIN
        48 to all existing tax positions upon initial adoption. The adoption of the
        standard had no effect on the Company's financial condition or results of
        operation.
  The
          Company has no unrecognized tax benefits as of January 1, 2007 and March
          31,
          2007. The federal and cantonal tax authorities in Switzerland have assessed
          the
          income taxes based on the returns that the Company has filed up to and
          including
          fiscal year 2005. These assessments are final. Furthermore, the Company
          does not
          expect any changes to the tax returns that were filed for the fiscal year
          2006
          since the Company has generated net losses.
  Warrants
          issued in connection with financing activities are subject to the provisions
          of
          Emerging Issues Task Force Issue 00-19 ("EITF 00-19"), " *Accounting
          for Derivative Financial Instruments Indexed To, and Potentially Settled
          in, a
          Company's Own Stock* ."
          In
          December 2006, FASB issued FASB Staff Position ("FSP") No. EITF 00-19-2
          ("EITF
          00-19-2"), *"* *Accounting
          for Registration Payment Arrangements"* which
          changed the way that a contingent obligation under a registration payment
          arrangement was recorded. EITF 00-19 describes the criteria under which
          warrants
          should be classified as either equity or as a liability. If the warrant
          is
          determined to be a liability under the method described in EITF 00-19,
          the
          liability is fair valued each reporting period with the changes recorded
          through
          earnings in the consolidated statements of operations. Under the new guidance
          provided in EITF 00-19-2 the contingent obligation under a registration
          payment
          arrangement should be separately recognized and measured in accordance
          with SFAS
          No. 5, " *Accounting
          for Contingencies* ."
          For
          registration payment arrangements and financial instruments subject to
          those
          arrangements that were entered into prior to the issuance of EITF 00-19-2,
          this is effective for financial statements issued for fiscal years beginning
          after December 15, 2006 and interim periods within those fiscal years.
          The
          Company has determined that the adoption of EITF 00-19-2 had no effect on
          its financial statements since the warrants issued and the granted registration
          rights are not included in the scope of such FSP.
 
 9
 
 **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **5.**  **Inventory**
 
 Inventory
        is summarized as follows:
 
 3/31/2007
                
                12/31/2006$
                
                $Raw
                    Materials and Others
                
                
                89,812
                
                
                89,665Finished
                    Goods
                
                
                147,853
                
                
                147,610**Total
                    Inventory**
                
                
                **237,665**
                
                
                **237,275**
 **6.**  **Borrowings
        Under Revolving Credit Facility**
 
 SES
        Switzerland has a revolving credit line with UBS which was increased from
        CHF100,000 ($82,119) to CHF400,000 ($328,476) as at January 19, 2007, used
        mainly to cover short-term cash needs. The credit line bears interest at
        the
        rate of 4.5% (previously 6.75% p.a.). The credit line can be cancelled by
        either
        party at any time. As at March 31, 2007 and December 31, 2006 the credit
        line
        was not used.
 
 SES
        Switzerland also has a Construction Credit Agreement with Banque Cantonale
        de
        Genève in the amount of CHF4,800,000 ($3,941,712), which is intended for
        financing the construction of the new facility. This credit line must be
        drawn
        down before the later of the completion of the construction or June 30, 2008.
        The construction loan bears interest at a rate of 3.25% p.a. and has not
        yet
        been utilized. There are no guarantees.
 
 On
        December 20, 2006, SES Switzerland executed a construction loan with Ms.
        Christine Erné, the Company’s principal stockholder, to enable SES Switzerland
        to commence construction of a new manufacturing facility near Geneva,
        Switzerland during 2007. The construction loan is in the amount of CHF2,700,000
        ($2,217,213). The Company will pay interest at the rate of 4.5% p.a. The
        funds
        will be disbursed as soon as construction has begun. The term of the loan
        is two
        years.
  **7.**  **Short-Term
        Debt Service Geneva State Department of Energy**
 
 On
        November 3, 2003, SES Switzerland received a loan from the Geneva (Switzerland)
        State Department of Energy of up to CHF1,000,000 ($821,190). SES Switzerland
        used CHF969,470 ($796,119) as at March 31, 2007, and CHF969,470 ($794,810)
        as at
        December 31, 2006. The loan is to be repaid on March 31, 2008. The loan bears
        interest at a rate of 4% p.a. The stockholders, Christiane Ernè, Jean-Christophe
        Hadorn and Claudia Rey, have pledged in the aggregate
        10,000,000 issued common shares of the Company as a guarantee for the loan.
        At
        the moment, the Company does not have any plans to repay the loan before
        its due
        date.
 
 SES
        Switzerland was also granted a loan by the Geneva (Switzerland) State Department
        of Energy in the amount of CHF500,000 ($410,595) on January 21, 2004 with
        the funds to be available contingent upon SES Switzerland's meeting certain
        conditions precedent, which were fulfilled by March 22, 2006. The loan has
        a
        term of 18 months and carries an interest rate of 5% p.a. with repayment
        due on
        September 21, 2007.
 
 10
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **8.**  **Commitments
        and Contingencies**
  *Operating
        Leases* —
        Lease expenses for the three months ended March 31, 2007 and 2006 were $32,770
        and $26,667, respectively.
 
 The
        following table presents future minimum lease commitments (concerning the
        lease
        of a vehicle) under operating leases at March 31, 2007:
  **Operating****Leases**
                  **$**2007
                
                
                10,7802008
                
                
                14,4762009
                
                
                12,152Thereafter
                
                
                -**Total**
                
                
                **37,408**
 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 lease agreement expires on February
        28,
        2008 and establishes the total rent of CHF51,204 ($41,524) per year .
  SES
        Switzerland also leases a 1,654 square meter industrial facility in Härkingen,
        Switzerland. The monthly fixed rent is CHF7,232 (approximately $5,865). The
        lease has no specific termination date. The lease may be cancelled every
        six
        months at the end of the month, except for December.
  On
        May
        27, 2005, we received authorization from the State of Geneva to build a
        manufacturing facility on other property in Plan-les-Ouates, Switzerland
        and we
        received a lease for the land in February 2007. The lease for use of the
        land is
        for 60 years commencing on July 1, 2006.
  The
        following are the lease commitments.
 **Use
                    of****Land**
                  **$**2007
                
                
                43,8322008
                
                
                58,4422009
                
                
                58,4422010
                
                
                58,4422011
                
                
                58,442Thereafter
                
                
                3,185,089**Total**
                
                
                3,462,689
 SES
        Switzerland has no non-cancellable operating leases.
  11
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 
 *Litigation* —
The
        Company has no litigation currently pending.
  *Capital
        Commitments* —
At
        March 31, 2007, the Company has an outstanding purchase order of EUR448,600
        (approximately $598,213) for the future construction of a new machine to
        be used
        in the new plant for solar modules production. A letter of credit in the
        amount
        of EUR224,300 ($299,106) has been issued by SES Switzerland’s bank as a partial
        guarantee of payment. There were no charges to the Company by the bank for
        the letter of credit. The Company has made an advance of EUR44,860
        ($59,446) for the purchase of this machine. The balance due will be paid
        upon
        delivery of the machine.
  **9.**  **Business
        Segments**
 
 All
        of
        Company's operations are conducted through its wholly owned subsidiary SES
        Switzerland, and are limited to the assembly and installation of photovoltaic
        panels in Switzerland, the only business segment of the Company.
  **10.**  **Stockholders'
        Equity:**
  *Common
        Stock* —
The
        Company has authorized and issued 73,081,168 shares of common stock, par
        value
        $0.001 per share.
  In
        May
        2006, the Company issued 5,050,000 shares of common stock at a price of $0.20
        per share for cash proceeds of $1,006,364, net of issue costs.
  On
        May
        15, 2006, the Company entered into a non-binding term sheet with SES Switzerland
        and its stockholders, to acquire all of the shares of SES Switzerland in
        consideration of the issuance of shares which would equate to approximately
        70%
        of the issued and outstanding shares of the Company at the consummation of
        the
        acquisition.
  On
        September 18, 2006 the Company issued 4,976,350 shares of common stock at
        $0.80 for net proceeds of $3,563,067. This issuance was contingent upon the
        signed share purchase agreement with SES Switzerland.
  On
        September 27, 2006 SES Switzerland acquired all shares (10,668,000) of the
        public shell in a reverse acquisition. The public shell had net assets of
        $39,069 of which $164,234 was cash.
  On
        November 22, 2006 the Company issued 4,100,000 shares of common stock at
        $0.90
        for net proceeds (net of finder’s fee) of $3,321,000.
  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 November 21, 2010.
  12
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  *Warrants* —
        During the year ended December 31, 2006, the Company issued stock purchase
        warrants exercisable for 1,500,000 shares of common stock at $0.90 per
        share with an expiration date of November 21, 2010 in consideration for certain
        corporate advisory services as well as capital raising services.
  During
        the quarter ended March 31, 2007, no stock purchase warrants were
        exercised.
 
 Warrant
        transactions consisted of the following during the quarter ended March 31,
        2007:
  **Exercisable****Warrants**
              
              **Strike
                  Price**Warrants
                  outstanding as of December 31, 2006
              
              
              0
              
              $
              0Warrants
                  granted as consideration for agent's fee
              
              
              1,500,000
              
              $
              0.90Exercise
                  of warrants
              
              
              0
              
              
              0Warrants
                  outstanding as of March 31, 2007
              
              
              1,500,000
              
              $
              0.90
  Warrants
        outstanding expire as follows:
  **Year**
                
                **Warrants
                    Expiring**
                
                **Strike
                    Price ($)**2010
                
                
                1,500,000
                
                
                0.901,500,000
 The
        Company granted registration rights to a finder (Lansing
        Securities) in connection with the November 22, 2006, private
        placement including the right to include all or any part of the Warrant
        Shares (the "Registrable Securities") in the next registration statement
        and
        subsequent registration statements that the Company files with the U.S.
        Securities and Exchange Commission from time to time (the "Registration
        Statement") (other than a registration statement on Form S-8 or Form S-4)
        until
        all of the Registrable Securities have been duly registered. The Warrant
        Shares
        are included in the Registration Statement on Form SB-2 filed by the Company
        in
        February 2007 but not yet declared effective.
 
 On
        August
        31, 2006, SES USA entered into an agreement with Standard Atlantic to advise
        SES
        USA and its stockholders in connection with the purchase of all of the shares
        of
        SES Switzerland.
 
 Pursuant
        to the terms of a Finder's Agreement between SES USA and Standard Atlantic
        (the "Finder's Agreement") the parties agreed to a finder's fee of $228,000
        if a
        transaction were consummated. The Finder's Agreement also provided that Standard
        Atlantic would continue to provide consulting services to the Company for
        a
        period of 24 months regarding investor relations matters for a monthly fee
        of
        $20,000. The two-year consulting fee was due and was paid to
        Standard Atlantic at closing. The Company recorded the total amount as of
        September 30, 2006, as deferred expense and amortizes the amount over the
        24
        months of the consulting agreement
  As
        per
        the terms of the Long-Term Escrow Agreement dated September 1, 2006 (as
        amended), related to the reverse acquisition, the Company is required to
        obtain
        additional financing in the amount of CHF12,000,000 ($ 9,854,320)
        before November 30, 2007 to build the manufacturing plant in Plan-les-Ouates.
        Otherwise, the 24,143,410 shares of common stock escrowed by Christiane
        Ernè, Jean-Christophe
        Hadorn and Claudia Rey pursuant to the terms of the Long-Term Escrow
        Agreement will be cancelled. The shares of common stock of
        the Company held in escrow pursuant to the terms of the Long-Term Escrow
        Agreement are to be delivered from escrow by the escrow agent on the second
        anniversary of the closing of the share exchange agreement. The escrowed
        shares
        are not included in the calculation of Earnings per Share since they are
        anti-dilutive.
 
 13
  **SES
        SOLAR INC. AND SUBSIDIARY**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
  **11.**  **Subsequent
        Events**
  No
        major
        events have occurred since March 31, 2007. At the moment the Company is
        designing the building and machine lines for its new facility in
        Geneva.
  14
  **ITEM
        2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS**
 
 **Overview**
  You
        should read the following discussion of our financial condition and results
        of
        operations together with the audited financial statements and the notes thereto
        included in the Company’s Annual Report on Form 10-KSB for the year ended
        December 31, 2006. This discussion contains forward-looking statements that
        reflect our plans, estimates and beliefs. Our actual results may differ
        materially from those anticipated in these forward-looking statements, including
        those set forth in the Company’s Annual Report on Form 10-KSB.
  We
        are
        engaged in the business of engineering, producing, distributing, and selling
        high-performance photovoltaic modules for generating electricity, and producing
        turnkey building-integrated systems and photovoltaic solar power
        plants.
  On
        September 27, 2006, SES USA completed a share exchange agreement with SES
        Switzerland. As a result of the share exchange agreement, SES USA abandoned
        its
        previous internet-based auction website business and commenced the business
        of
        engineering, manufacturing and distributing high-performance photovoltaic
        solar
        tiles and modules for generating electricity and producing turnkey
        building-integrated systems and photovoltaic solar power plants. Because
        SES USA
        is the successor business to SES Switzerland and because the operations and
        assets of SES Switzerland represent our entire business and operations from
        the
        closing date of the share exchange agreement, our management's discussion
        and
        analysis and plan of operations are based on SES Switzerland's financial
        results
        for the relevant periods.
 
 During
        the three months ended March 31, 2007, we engaged in market analysis, including
        discussion with strategic partners. We have also progressed with plans to
        construct our manufacturing facility in a suburb of Geneva,
        Switzerland.
  **Selected
        Financial Data**
  *Balance
                  Sheets*
              
              March
                2007
              
              December
                2006in
                  $Total
                  current assets
              
              
              5,778,066
              
              
              6,545,993Total
                  long-term assets
              
              
              914,712
              
              
              761,677Total
                  current liabilities
              
              
              1,438,067
              
              
              862,816Total
                  long-term liabilities
              
              
              0
              
              
              794,810Total
                  liabilities and stockholders’ equity
              
              
              6,692,778
              
              
              7,307,670
 
 **Statement
        Of Operations**
  Three
                  months ended
                March
                  31,2007
              
              2006in
                  $Total
                  revenues
              
              
              0
              
              
              0Total
                  cost of goods sold (exclusive of depreciation shown separately
                  below)
              
              
              0
              
              
              0Personnel
              
              
              85,385
              
              
              23,101Rent
                  and lease expenses
              
              
              32,770
              
              
              26,667Research
                  and development
              
              
              110,473
              
              
              24,026Depreciation
                  and amortization
              
              
              12,596
              
              
              11,133General
                  and administrative expenses
              
              
              190,625
              
              
              60,056Interest
                  expense
              
              
              (12,969
              )
              
              (9,792
              )Interest
                  income
              
              
              48,500
              
              
              —Foreign
                  exchange gain
              
              
              4,701
              
              
              —Total
                  other income (expense)
              
              
              40,232
              
              
              (9,792
              )Taxes
              
              
              —
              
              
              —Net
                  loss
              
              
              (391,617
              )
              
              (154,775
              )Other
                  compensative income: translation adjustment
              
              
              (3,716
              )
              
              (4,404
              )Comprehensive
                  loss
              
              
              (395,333
              )
              
              (159,179
              )
 
 15
  **Material
        Trends and Uncertainties**
  Periodic
        changes occur in our Company’s industry and business making it reasonably likely
        that aspects of our future operating results could be materially different
        from
        our historical operating results. Sometimes these matters have not occurred,
        but
        their existence is sufficient to raise doubt regarding the likelihood that
        historical operating results are an accurate gauge of future performance.
        Our
        Company attempts to identify and describe these trends, events, and
        uncertainties to assist stockholders in assessing the likely future performance
        of our Company. Stockholders should understand that these matters typically
        are
        new, sometimes unforeseen, and often are fluid in nature. Moreover, the matters
        described below are not the only issues that may result in variances between
        past and future performance nor are they necessarily the only material trends,
        events, and uncertainties that will affect our Company. As a result,
        stockholders are encouraged to use this and other information to judge for
        themselves the likelihood that past performance will be indicative of future
        performance.
  The
        trends, events, and uncertainties set out in the remainder of this section
        have
        been identified by our Company as those 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
        expect
        that the world photovoltaic market will increase approximately 20 to 30%
        per
        year based on the history of the market. However, there is uncertainty as
        to
        where and how the increase will occur.
  Regulations
        in Germany, a major European market for our products and services, may change
        unfavorably with regard to photovoltaic electricity. Any unfavorable regulation
        in Germany would have a major impact on the photovoltaic market. However,
        other
        countries may establish incentives to increase solar photovoltaic energy
        production. The market is heavily dependent on public policies and, as a
        result,
        such policies present the greatest uncertainties for our products. In addition,
        breakthrough technologies might emerge in thin films or nanoscience, which
        reduce the cost of photovoltaic cells. Shortages in the supply of polysilicon
        may also affect the increase in the photovoltaic market.
 
 **Capital
        Expenditures**
 
 We
        anticipate capital expenditures during the fiscal year ending December 31,
        2007
        to construct a new manufacturing facility CHF10,500,000 ($8,622,530) and
        to
        purchase new machinery CHF3,000,000 ($2,463,580). We anticipate
        financing these expenditures through current debt financing and available
        cash.
  RESULTS
        OF OPERATIONS - COMPARISON OF PERIODS ENDED MARCH 31, 2007 AND 2006
  **Net
        Loss**
  Our
        Company’s net loss for the three months ended March 31, 2007 was $391,617, as
        compared to a net loss of $154,775 for the three months ended March 31, 2006.
        The increase in net loss during the period ended March 31, 2007 was the result
        of no revenue, personnel costs to develop the new activities of our subsidiary
        (increase of $62,284), additional research expenses (increase of $86,447)
        and
        consultant expenses (increase of $130,569) paid to Standard Atlantic, as
        discussed in Note 15 of the Notes to the Consolidated Financial Statements
        included in the Company’s Annual Report on Form 10-KSB for the year ended
        December 31, 2006, and in connection with SEC compliance.
  **Revenues
        and Cost of Goods Sold**
  The
        Company recognizes revenues on the completed contract method; and therefore,
        only when a project is completed. No projects were completed during the three
        months ended March 31, 2007 and 2006; and, therefore, neither revenues nor
        costs
        of goods sold were recorded.
 
 16
  **Operating
        Expenses**
 
 Operating
        expenses for the three months ended March 31, 2007 were $431,849, which
        represents a 197% increase from operating expenses of $144,983 for the three
        months ended March 31, 2006. Personnel, rent, research and development, general
        and administrative, and depreciation and amortization expenses constitute
        the
        components of our Company’s operating expenses.
 
 **General
        and Administrative Expenses**
 
 General
        and administrative expenses for the three months ended March 31, 2007 were
        $190,625 compared to $60,056 for the three months ended March 31, 2006,
        representing an increase of approximately 217%. The increase was mainly due
        to
        consultant fees.
 
 **Other
        Income (Expense)**
  Interest
        expense increased to $12,969 for the three months ended March 31, 2007 as
        compared to $9,792 for the three months ended March 31, 2006, representing
        an
        increase of approximately 32%. The increase in interest expense was primarily
        attributable to the increase in the amount of the loan from the State of
        Geneva.
        On March 22, 2006, the loan from the State of Geneva was increased from
        CHF969,470 ($796,119) to CHF1,469,470 ($1,206,714) (using the exchange rate
        of
        1.21774 disclosed on Note 4 of the Notes to the Consolidated Financial
        Statements).
  Interest
        income for the three months ended March 31, 2007 was $48,500 as compared
        to $0
        for the period ended March 31, 2006. The interest income earned during the
        period was received from time deposits.
 
 Foreign
        exchange gain for the three months ended March 31, 2007 was $4,701 compared
        to
        $0 for the three months ended March 31, 2006. Historical financial statements
        prior to September 27, 2006, the date of the reverse acquisition, are those
        of
        SES Switzerland which conducts substantially all its business and incurs
        substantially all its costs in Swiss Francs.
 **Liquidity
        and Capital Resources**
  Our
        Company’s principal cash requirements for the three months ended March 31, 2007,
        were for operating expenses, including consultancy costs, staff costs, and
        accounts payable. As of March 31, 2007, our Company had working capital of
        $4,339,999 compared with negative working capital of ($135,979) as of March
        31,
        2006. The cash and cash equivalents of our Company increased to $5,252,140
        as at
        March 31, 2007, as compared to $118,623 as of March 31, 2006 as a result
        of our
        private placements.
  The
        ability of our Company to meet our financial commitments is primarily dependent
        upon the continued extension of credit by our creditors, the continued financial
        support of our directors and stockholders, the continued issuance of equity
        to
        new stockholders, and our ability to achieve and maintain profitable operations.
        Our Company raised and received additional capital of $8,681,081 between
        May 30,
        2006, and November 22, 2006, in connection with the closing of three private
        placement transactions.
  Management
        believes that our Company's cash and cash equivalents, cash provided by
        operating activities, and the cash received in the equity financings will
        be
        sufficient to meet our working capital requirements for the next twelve
        months.
  **Operating
        Activities**
 
 Operating
        activities used net cash of $533,988 for the three months ended March 31,
        2007,
        as compared to $243,610 used in operating activities for the three months
        ended
        March 31, 2006. The net cash used in operating activities was mainly
        attributable to consultant fees, salaries, rents, and other general and
        administrative expenses.  The variation between 2007 and 2006 is due to the
        higher net loss for the three months ended March 31, 2007.
 
 17
 
 **Investing
        Activities**
  Net
        cash used in investing activities was $222,422 for the three months
        ended March 31, 2007, as compared to $6,983 used in investing
        activities for the three months ended March 31, 2006. The increase in
        investing activities was largely due to cash raised by the Company in connection
        with the private placements and investments made in the new facility
        development. We expect capital expenditures of approximately CHF13,500,000
        ($11,086,110) (using the exchange rate of $1.00 - CHF1.23311 as per Note
        4 to
        the Consolidated Financial Statements) in 2007 as we construct our new
        manufacturing facility and purchase additional equipment.
 
 **Financing
        Activities**
  Net
        cash
        provided by financing activities was $0 for the three months ended March
        31,
        2007, as compared to financing activities which provided cash of $335,198
        for
        the three months ended March 31, 2006.
 
 The
        cash
        received in 2006 was mainly the result of proceeds from loans.
 
 **Capital
        Expenditures**
 Management
          anticipates capital expenditures during 2007 and 2008 to total approximately
          CHF10,500,000 ($8,622,530) (using the exchange rate set forth in Note 4
          to the
          Consolidated Financial Statements set forth herein).
 
 **Off-Balance
        Sheet Arrangements**
  Our
        Company has no outstanding derivative financial instruments, interest rate
        swap
        transactions or foreign currency contracts. Our Company does not engage in
        trading activities involving non-exchange traded contracts.
 At
          March
          31, 2007, the Company has an outstanding purchase order of EUR448,600
          (approximately $598,213) for the future construction of a new machine to
          be used
          in the new plant for solar modules production. A letter of credit in the
          amount
          of EUR224,300 ($299,106) has been issued by SES Switzerland’s bank as a partial
          guarantee of payment. There were no charges by the bank to the Company
          for the letter of credit. The Company has made an advance of
          EUR44,860 ($59,446) for the purchase of this machine. The balance due will
          be
          paid upon delivery of the machine.
 18
  ITEM
        3.**CONTROLS
        AND PROCEDURES**
 
 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 Securities Exchange Act of 1934, as
        amended). Based upon this evaluation, our Chief Executive Officer and Chief
        Financial Officer concluded that our disclosure controls and procedures are
        effective to provide reasonable assurance that all material information required
        to be disclosed by us 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 because the Company has now gained
        knowledge regarding U.S. generally accepted accounting principles. There
        has
        been no significant change in our internal controls over financial reporting
        that materially affected, or are reasonably likely to materially affect,
        the
        internal control over financial reporting during the period covered by this
        Report.
 
 19
 
 PART
        II -**OTHER
        INFORMATION**
 
 Item
        6 -
        EXHIBITS
 
 (a)
        The
        following exhibits are filed as part of this report:
  Exhibit
                    No.
                Description
 
 31.1
                Rule
                    13a-14(a)/15d-14(a) Certification*
 
 31.2
                Rule
                    13a-14(a)/15d-14(a) Certification*
 
 32.1
                Section
                    1350 Certification*
 
 32.2
                Section
                    1350 Certification*
 
 **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities and
        Exchange Act of 1934, the registrant has duly caused this report to be
        signed on its behalf by the undersigned, thereunto duly authorized.
 SES
                  SOLAR, INC.
                (Small
                  Business Issuer)Dated:
                  May 21, 2007
              By:
              /s/
                  JEAN-CHRISTOPHE HADORNJean-Christophe
                  Hadorn
                  Chairman
                    of the Board and Chief Executive Officer
                    (principal
                      executive officer)
  Dated:
                  May 21, 2007
              By:
              /s/
                  SANDRINE CRISAFULLISandrine
                  Crisafulli
                  Chief
                    Financial Officer and Chief Operating Officer
                    (principal
                      financial officer and principal accounting
                    officer)
  20