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, 2009




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 REGISTRANT 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


(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   ̈
      No  þ




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).    Yeso   No  o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. 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 companyþ




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  19, 2009 is 72,984,168 shares of common stock, par value
$.001 per share.







Table of
Contents





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
                14ITEM 3.
                QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET
      RISK
                23ITEM 4.
                CONTROLS AND PROCEDURES
                23PART II
                OTHER INFORMATION
                24ITEM 2.
                UNREGISTERED SALES OF EQUITY SECURITIES AND USE
      OF PROCEEDS
                24ITEM 6.
                EXHIBITS
                25







Table of
Contents





PART
I – FINANCIAL
INFORMATION




ITEM
1. FINANCIAL
STATEMENTS




SES
SOLAR INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


(in
      $, except per share amounts)
                              
                              September
      30,
                                2009
                              
                              
                              December
      31,
                                2008(unaudited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                              
                              
                              396,027
                              
                              
                              
                              765,694Receivables,
      net of allowance for doubtful accounts of $0 for the periods ended 2009
      and 2008
                              
                              
                              51,343
                              
                              
                              
                              12,001Due
      from related party
                              
                              
                              92,328
                              
                              
                              
                              90,573Inventory
                              
                              
                              458,643
                              
                              
                              
                              1,665,699Other
      current assets
                              
                              
                              185,584
                              
                              
                              
                              424,186Total
      current assets
                              
                              
                              1,183,925
                              
                              
                              
                              2,958,153Long-Term
      Assets:Advance
      payments for machinery
                              
                              
                              408,732
                              
                              
                              
                              379,446Advance
      payments for certification
                              
                              
                              113,432
                              
                              
                              
                              0Total
      other long-term assets
                              
                              
                              522,164
                              
                              
                              
                              379,446Property,
      Plan and Equipment, at cost
                              
                              
                              535,534
                              
                              
                              
                              600,389Building
      construction
                              
                              
                              17,214,683
                              
                              
                              
                              13,449,460Less
      accumulated depreciation and amortization
                              
                              
                              (475,018
                              )
                              
                              
                              (429,351
                              )Total
      fixed assets
                              
                              
                              17,275,199
                              
                              
                              
                              13,620,498Total
      long-term assets
                              
                              
                              17,797,363
                              
                              
                              
                              13,999,944Total
      assets
                              
                              
                              18,981,288
                              
                              
                              
                              16,958,097LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Short-term
      loan
                              
                              
                              5,883,074
                              
                              
                              
                              4,769,635Construction
      loan
                              
                              
                              8,148,332
                              
                              
                              
                              5,137,555Accounts
      payable
                              
                              
                              1,106,795
                              
                              
                              
                              526,168Billings
      in excess of cost and estimated earnings
                              
                              
                              367,992
                              
                              
                              
                              1,448,590Total
      current liabilities
                              
                              
                              15,506,193
                              
                              
                              
                              11,881,948Long-Term
      Liabilities:Loan
      payable
                              
                              
                              172,997
                              
                              
                              
                              918,389Construction
      loan
                              
                              
                              899,505
                              
                              
                              
                              882,413Total
      long-term liabilities
                              
                              
                              1,072,502
                              
                              
                              
                              1,800,802Stockholders'
      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
      outstanding  as of December 31, 2008)
                              
                              
                              73,081
                              
                              
                              
                              73,081Additional
      paid-in capital
                              
                              
                              8,050,093
                              
                              
                              
                              8,050,093Accumulated
      other comprehensive income (loss)Translation
      adjustment
                              
                              
                              (688,752
                              )
                              
                              
                              (603,005
                              )Year
      end accumulated deficit
                              
                              
                              (5,008,385
                              )
                              
                              
                              (4,244,822
                              )Less:
      Cost of common stock in treasury, 97,000 shares
                              
                              
                              (23,444
                              )
                              
                              
                              0Total
      stockholders' equity
                              
                              
                              2,402,593
                              
                              
                              
                              3,275,347Total
      Liabilities and Stockholders' Equity
                              
                              
                              18,981,288
                              
                              
                              
                              16,958,097


See accompanying summary of
accounting policies and the notes to the financial
statements.




1


Table of
Contents





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 30,2009
                  (unaudited)
                
                
                2008
                  (unaudited)
                
                
                2009
                  (unaudited)
                
                
                2008
                  (unaudited)Revenue:Revenue
                
                
                38,046
                
                
                
                1,569
                
                
                
                1,299,316
                
                
                
                34,161Cost
      of goods sold (exclusive of depreciation shown separately
      below)
                
                
                (17,560
                )
                
                
                (1,335
                )
                
                
                (882,735
                )
                
                
                (3,092
                )Costs
      and Expenses:Personnel
                
                
                158,285
                
                
                
                123,714
                
                
                
                467,152
                
                
                
                405,957Rent
      and leases expenses
                
                
                26,629
                
                
                
                36,653
                
                
                
                99,989
                
                
                
                112,956Research
      & Development
                
                
                63,866
                
                
                
                58,952
                
                
                
                188,343
                
                
                
                279,539Other
      General & Administrative Expenses
                
                
                157,860
                
                
                
                267,805
                
                
                
                463,970
                
                
                
                673,163Gain
      on sale of assets, net
                
                
                (25,330
                )
                
                
                0
                
                
                
                (25,330
                )
                
                
                0Depreciation
      and amortization
                
                
                9,998
                
                
                
                16,527
                
                
                
                55,366
                
                
                
                50,829Total
      costs and expenses
                
                
                391,308
                
                
                
                503,651
                
                
                
                1,249,490
                
                
                
                1,522,444Other
      Income and Expense:Interest
      expense
                
                
                (9,979
                )
                
                
                (102,523
                )
                
                
                (27,577
                )
                
                
                (322,520
                )Interest
      income
                
                
                0
                
                
                
                7,567
                
                
                
                0
                
                
                
                46,756Foreign
      exchange gain/(loss)
                
                
                260,002
                
                
                
                (258,030
                )
                
                
                96,923
                
                
                
                79,493Total
      other income and expenses
                
                
                250,023
                
                
                
                (352,986
                )
                
                
                69,346
                
                
                
                (196,271
                )Income
      (loss) before taxes from continuing operations
                
                
                (120,799
                )
                
                
                (856,403
                )
                
                
                (763,563
                )
                
                
                (1,687,646
                )Income
      taxes
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Net
      income (loss) from continuing operations
                
                
                (120,799
                )
                
                
                (856,403
                )
                
                
                (763,563
                )
                
                
                (1,687,646
                )Income
      (loss) from discontinued operations before taxes (Note 9)
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                1,331,856Income
      taxes
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Net
      income (loss) from discontinued operations
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                1,331,856Net
      income (loss)
                
                
                (120,799
                )
                
                
                (856,403
                )
                
                
                (763,563
                )
                
                
                (355,790
                )Other
      Comprehensive income (loss):Translation
      adjustment
                
                
                (146,600
                )
                
                
                160,820
                
                
                
                (85,747
                )
                
                
                (89,476
                )Comprehensive
      income (loss)
                
                
                (267,399
                )
                
                
                (695,583
                )
                
                
                (849,310
                )
                
                
                (445,266
                )Basic
      and diluted weighted average shares
                
                
                72,984,929
                
                
                
                73,081,168
                
                
                
                73,024,095
                
                
                
                73,081,168Basic
      and diluted net income (loss) per share from continuing
      operations
                
                
                (0.002
                )
                
                
                (0.012
                )
                
                
                (0.010
                )
                
                
                (0.023
                )Basic
      and diluted net income (loss) per share from discontinuing
      operations
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0.018Basic
      and diluted net income (loss) per share
                
                
                (0.002
                )
                
                
                (0.012
                )
                
                
                (0.010
                )
                
                
                (0.005)


For 2008 amounts have been
reclassified to reflect discontinued operations.


See
accompanying summary of accounting policies and the notes to the financial
statements.


2


Table of
Contents





SES
SOLAR INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(in
$, except per share amounts)




Nine
      Months Ended September 30,2009
                
                
                2008(unaudited)
                
                
                (unaudited)Cash
      Flows from Operating Activities:Net
      income (loss)
                
                
                (763,563
                )
                
                
                (355,790)Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
      and amortization
                
                
                55,366
                
                
                
                152,407Gain
      on sale of assets
                
                
                (25,330
                )Gain
      on sale of power plant
                
                
                0
                
                
                
                (1,185,704
                )Changes
      in operating assets and liabilities:(Increase)
      decrease in:Receivables,
      including Due from Related Party
                
                
                (36,652
                )
                
                
                32,678Inventory
                
                
                1,161,046
                
                
                
                (1,182,401
                )Other
      current assets
                
                
                231,157
                
                
                
                311,550Deferred
      Expenses
                
                
                0
                
                
                
                180,000Increase
      (decrease) in:Accounts
      payable
                
                
                24,893
                
                
                
                8,840Billings
      in excess of cost and estimated earnings
                
                
                (1,116,186
                )
                
                
                833,879Net
      cash used in operating activities
                
                
                (469,269
                )
                
                
                (1,204,541
                )Cash
      Flows from Investing Activities:Proceed
      on sale of solar plant
                
                
                0
                
                
                
                5,065,460Property,
      plants and equipment
                
                
                (2,561,557
                )
                
                
                (7,784,613
                )Advance
      payments for certification and  machines
                
                
                (121,283
                )
                
                
                0Net
      cash used in investing activities
                
                
                (2,682,840
                )
                
                
                (2,719,153
                )Cash
      Flows from Financing Activities:Treasury
      shares
                
                
                (23,444
                )
                
                
                0Proceeds
      from loans
                
                
                2,977,212
                
                
                
                8,341,781Repayment  of
      loans
                
                
                (7,194
                )
                
                
                (6,554,015
                )Net
      cash provided by financing activities
                
                
                2,946,574
                
                
                
                1,787,766Increase
      (decrease) in cash and cash equivalents
                
                
                (205,535
                )
                
                
                (2,135,928
                )Effect
      of exchange rate changes on cash
                
                
                (164,132
                )
                
                
                (36,133
                )Cash
      and cash equivalents, beginning of the year
                
                
                765,694
                
                
                
                3,429,033Cash
      and cash equivalents, end of the quarter
                
                
                396,027
                
                
                
                1,256,972Supplemental
      cash flow informationCash
      paid for interest
                
                
                27,577
                
                
                
                322,520Supplemental
      disclosure of non-cash operating and investing activitiesNon
      cash transaction, Property, plants and equipment in account
      payable
                
                
                694,478
                
                
                
                748,924




See
accompanying summary of accounting policies and the notes to the financial
statements.


3


Table of
Contents





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. At such time, SES Switzerland’s primary activity
will be managing the Company’s manufacturing facility.




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. The Company incurred
a net loss of ($763,563) and a negative cash flow from operations of ($169,269),
and had a working capital deficiency of ($14,322,268) as of September 30, 2009.
These matters raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





The
Company has financed the construction of its manufacturing facility with
construction loans (Note 6). The Company intends to convert these construction
loans into a long term mortgage immediately after completion of the facility.
Since the manufacturing facility has not been completed as of September 30,
2009, no construction loans have been converted into mortgages.





The
Company's ability to continue its operations and market and sell its products
and services will depend on its ability to convert the construction loans into
mortgages and to obtain additional financing. If the Company is unable to obtain
such financing, the Company may not be able to continue its business. 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 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 modules and
solar tiles at a lower cost. 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.




4


Table of
Contents





SES
SOLAR INC. AND SUBSIDIARIES


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 (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, 2008. 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.





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 the Company’s
wholly owned subsidiaries’ functional currency is the Swiss Franc (CHF). The
financial statements of SES Switzerland and SES Prod are translated to U.S.
dollar equivalents under the current method in accordance with the Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 830
(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
                
                2009
                
                2008CHF
                
                CHF$
                
                
                1.10498
                
                1.05588




2009
                
                2008Balance
      Sheet period-end rates
                
                CHF
                
                CHF$
                
                
                1.03556
                
                1.05562




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, 2009 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.




5





Table of
Contents





SES
SOLAR INC. AND SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Nine Months
      Ended
                    September
      30,2009
                  
                  
                  2008Basic
      weighted average shares outstanding
                  
                  
                  73,024,095
                  
                  
                  
                  73,081,168Diluted
      weighted average shares outstanding
                  
                  
                  73,024,095
                  
                  
                  
                  73,081,168





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 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 September
30, 2009 balance sheet date, no warrants had been 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 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 thus far.




For the
nine months ended September 30, 2009 and 2008, the Company had no billed or
unbilled amount representing claims or other similar items subject to
uncertainty concerning their determination or ultimate realization.





Between
January 2008 and June 2008, the Company recognized sales of photovoltaic
electricity produced by solar modules on the roof (hereinafter, the “Solar
Plant”) of its new manufacturing facility to a local electricity provider in
Geneva. Revenue from such sales were recognized monthly based on the amount of
electricity produced. As further explained below, such revenue has ceased due to
the sale of the Solar Plant as of June 30, 2008.





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, 2009 and 2008, the Company capitalized $467,563 and
$172,755 of interest, respectively. Capitalization for the year ended December
31, 2008 was $205,886.





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, inventory,
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.




6


SES
SOLAR INC. AND SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Impact
of Recently Issued Accounting Pronouncements





In June
2009, the FASB issued FASB ASC 105-10-65 (prior authoritative literature: SFAS
No. 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles—a replacement of FASB Statement No.
162”). On the effective date of this standard, FASB Accounting Standards
CodificationTM (ASC) will become the source of authoritative U.S. accounting and
reporting standards for nongovernmental entities, in addition to guidance issued
by the SEC. FASB ASC significantly changes the way financial statement
preparers, auditors, and academics perform accounting research but is not
intended to change GAAP. This statement is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. FASB ASC
105-10-65 was adopted by the Company as of July 1, 2009 and the principal impact
on our financial statements is limited to disclosures as all future references
to authoritative accounting literature will be referenced in accordance with the
Codification. In order to ease the transition to the Codification, the Company
is providing the Codification cross-reference alongside the references to the
standards issued and adopted prior to the adoption of the
Codification.





In
December 2007, the FASB issued FASB ASC 805 (prior authoritative literature:
SFAS No. 141(R),“Business Combinations”). FASB ASC 805 requires all business
combinations completed after the effective date to be accounted for by applying
the acquisition method (previously referred to as the purchase method).
Companies applying this method will have to identify the acquirer, determine the
acquisition date and purchase price and recognize at their acquisition date fair
values of the identifiable assets acquired, liabilities assumed, and any
non-controlling interests in the acquirer. In the case of a bargain purchase the
acquirer is required to reevaluate the measurements of the recognized assets and
liabilities at the acquisition date and recognize a gain on that date if an
excess remains. FASB ASC 805 becomes effective for fiscal periods beginning
after December 15, 2008. This statement did not have an effect on the Company's
financial statements.




In
December 2007, the FASB issued FASB ASC 810-10-65 (prior authoritative
literature: FAS No. 160, Non-controlling Interests in Financial Statements—an
amendment of ARB No. 51 (“SFAS 160”)). FASB ASC 810-10-65  requires
that a non-controlling interest in a subsidiary be reported as equity and the
amount of net income specifically attributable to the non-controlling interest
be identified in the financial statements. It also calls for consistency in the
manner of reporting changes in the parent’s ownership interest and requires fair
value measurement of any non-controlling equity investment retained in a
deconsolidation. FASB ASC 810-10-65 was adopted by the Company effective January
1, 2009 and did not have a significant effect on the Company’s financial
statements.





In
February 2008, the FASB issued FASB ASC 820-10-65 (prior authoritative
literature: SFAS 157-2), Effective Date of FASB Statement No. 157, which defers
the implementation for the non-recurring financial assets and liabilities from
fiscal years beginning after November 15, 2007 to fiscal years beginning after
November 15, 2008. The provisions of SFAS 157 will be applied prospectively. The
statement provisions effective as of January 1, 2008 did not have a material
effect on the Company’s financial position and results of operations. The
adoption of as of January 1, 2009 of the remaining provisions did not have a
material effect on the Company’s financial position and results of
operations.





In March
2008, the FASB issued FASB ASC 815-10-50 (prior authoritative literature: SFAS
No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133" (“SFAS 161”)). FASB ASC 815-10-50 amends
and expands the disclosure requirements of SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities" (“SFAS 133”), by requiring enhanced
disclosures about how and why an entity uses derivative instruments, how
derivative instruments and related hedged items are accounted for under SFAS 133
and its related interpretations, and how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. FASB ASC 815-10-50 requires qualitative disclosures about objectives
and strategies for using derivatives, quantitative disclosures about fair value
amounts of, and gains and losses on, derivative instruments, and disclosures
about credit-risk-related contingent features in derivative agreements. FASB ASC
815-10-50 was adopted by the Company as of January 1, 2009 and did not have an
impact on the Company’s results of operations, cash flows or financial
positions.




In May 2008 the FASB issued FASB ASC
470-20-25 (prior authoritative literature FSP APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)," which alters the accounting for
Convertible Debentures. FASB ASC 470-20-25 requires issuers to account for
convertible debt securities that allow for either mandatory or optional cash
settlement (including partial cash settlement) by separating the liability and
equity components in a manner that reflects the issuer’s nonconvertible debt
borrowing rate at the time of issuance and requires recognition of additional
(non-cash) interest expense in subsequent periods based on the nonconvertible
rate. Additionally, FASB ASC 470-20-25 requires that when such debt instruments
are repaid or converted any consideration transferred at settlement is to be
allocated between the extinguishment of the liability component and the
reacquisition of the equity component. FASB ASC 470-20-25 is effective for the
Company’s fiscal year beginning January 1, 2009, and has been applied
retrospectively, as required. The adoption of this pronouncement did not have an
impact on the Company's results of operations or financial
positions.




7


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Contents




SES
SOLAR INC. AND SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




In April
2009, the FASB issued FASB ASC 820-10-65 (prior authoritative literature: FASB
Staff Position (FSP) FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly), which was
effective beginning with our second quarter financial reporting. The FSP
provides additional guidance for estimating fair value when the volume and level
of activity for the asset and liability have significantly decreased and
provides guidance on identifying circumstances that indicate a transaction is
not orderly. The FSP amends FAS 157 to require interim disclosures of the
valuation techniques and related inputs used to measure fair value and any
changes to those valuation techniques and inputs. The FSP also provides
additional guidance on defining the major categories of equity and debt
securities measured at fair value in meeting the disclosure requirements of FAS
157. The adoption of FASB ASC 820-10-65 did not have a material impact on the
Company’s results of operations, financial position, or cash flows.




In April
2009, the FASB issued FASB ASC 825 (prior authoritative literature: FSP FAS
107-1, which amends SFAS No. 107, Disclosures About Fair Value of Financial
Instruments), to require disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in annual
financial statements. This statement also amends Accounting Principles Board
(APB) No. 28, Interim Financial Reporting, to require those disclosures in
summarized financial information at interim reporting periods. FASB ASC 825 was
effective for interim reporting periods ending after June 15, 2009. The adoption
of FASB ASC 825 did not have a material impact on the Company’s results of
operations, financial position, or cash flows.




In April
2009, the FASB issued FASB ASC 320 (prior authoritative literature: FSP FAS
115-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments), which
was effective beginning with our second quarter financial reporting. The FSP
amends existing guidance for determining whether an other-than-temporary
impairment of debt securities has occurred and enhances existing disclosures
with regard to other-than-temporary impairment for debt and equity securities.
The adoption of FASB ASC 320 did not impact the Company’s results of operations,
financial position, or cash flows.




In May
2009, the FASB issued Statement of FASB ASC 855 (prior authoritative literature:
FAS No. 165, “Subsequent Events,”)  which establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued. FASB ASC 855 provides guidance on the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. The Company
adopted FASB ASC 855 during the second quarter of 2009, and its application had
no impact on the Company’s condensed consolidated financial statements. The
Company evaluated subsequent events through the date the accompanying financial
statements were issued, which was November 20, 2009.




In June
2009, the FASB issued FASB ASC (prior authoritative literature: FAS 167,Amendments to FASB Interpretation
No. 46(R)) , which changes the approach to determining the primary
beneficiary of a variable interest entity (“VIE”) and requires companies to more
frequently assess whether they must consolidate VIEs. This new standard is
effective for us beginning on January 1, 2010. The Company does not believe
this statement will have an impact on its consolidated financial
statements.





In June
2009, the FASB issued FASB 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. The Company does not
believe this statement will have an impact on its consolidated financial
statements.





In
August 2009, FASB issued FASB ASC 820-10 (which amends Fair Value Measurements
and Disclosures – Overall) to provide guidance on the fair value measurement of
liabilities. This update requires clarification for circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using one or more of the
following techniques: 1) a valuation technique that uses either the quoted price
of the identical liability when traded as an asset or quoted prices for similar
liabilities or similar liabilities when traded as an asset; or 2) another
valuation technique that is consistent with the principles in FASB ASC 820 such
as the income and market approach to valuation. The amendments in this update
also clarify that when estimating the fair value of a liability, a reporting
entity is not required to include a separate input or adjustment to other inputs
relating to the existence of a restriction that prevents the transfer of the
liability. This update further clarifies that if the fair value of a liability
is determined by reference to a quoted price in an active market for an
identical liability, that price would be considered a Level 1 measurement in the
fair value hierarchy. Similarly, if the identical liability has a quoted price
when traded as an asset in an active market, it is also a Level 1 fair value
measurement if no adjustments to the quoted price of the asset are required.
This update is effective for our fourth quarter 2009.





8




Table of Contents





SES
SOLAR INC. AND SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





5.
Inventory




Inventory
is summarized as follows:




Nine
                              Months Ended
                              September
      30,
                              2009
                            
                            
                            Twelve
                              Months Ended
                              December 31,
                              2008$
                            
                            
                            $Raw
      Materials and Others
                            
                            
                            254,010
                            
                            
                            
                            1,473,540Finished
      Goods
                            
                            
                            204,633
                            
                            
                            
                            192,159Total
      Inventory
                            
                            
                            458,643
                            
                            
                            
                            1,665,699





6.
Borrowings Under Revolving Credit Facility, Short and Long-Term
Loans




Short-Term
      Loans
                
                Nine
                  Months Ended
                  September 30, 2009
                
                
                Twelve
                  Months Ended
                  December 31,
      2008$
                
                
                $State
      Department of Energy Geneva (Switzerland)
                
                
                33,726
                
                
                
                33,085Banque
      Cantonale de Genève (1)
                
                
                8,148,332
                
                
                
                5,137,555Banque
      Cantonale de Genève
                
                
                84,870
                
                
                
                0State
      Department of Energy Geneva (Switzerland) (1)
                
                
                4,828,300
                
                
                
                4,736,550State
      Department of Energy Geneva (Switzerland)
                
                
                936,178
                
                
                
                014,031,406
                
                
                
                9,907,190




Long-Term
      Loans
                
                Nine
                  Months Ended
                  September 30, 2009
                
                
                Twelve
                  Months Ended
                  December 31, 2008$
                
                
                $Banque
      Cantonale de Genève
                
                
                172,997
                
                
                
                0State
      Department of Energy Geneva (Switzerland)
                
                
                0
                
                
                
                918,389State
      Department of Energy Geneva (Switzerland)
                
                
                899,505
                
                
                
                882,4131,072,502
                
                
                
                1,800,802Total
      loans as at September 30, 2009
                
                
                15,103,908
                
                
                
                11,707,992




9





Table of
Contents





SES
SOLAR INC. AND SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




Year
                  
                  Repayments$2009
                  
                  13,031,3152010
                  
                  
                  1,057,1062011
                  
                  
                  125,6602012
                  
                  
                  99,8132013
                  
                  
                  39,456Thereafter
                  
                  
                  750,558Total
                  
                  
                  15,103,908





(1)
 Short-term loans relating to amounts used to finance construction of the
Company’s manufacturing facility. The Company intends to refinance such loans on
a long-term basis upon completion of the facility. Negotiations are underway
with several banking institutions interested in granting a long-term mortgage
facility.





On
November 3, 2003, SES Switzerland received a loan from the Geneva (Switzerland)
State Department of Energy (“ScanE”) of up to CHF1,000,000 ($965,661). The loan
bears interest at a rate of 4%. SES Switzerland used CHF969,470 ($936,178) of
this loan as of September 30, 2009 and CHF969,470 ($918,389) as of December 31,
2008. This loan matured on March 31, 2008. On April 2, 2008, the Company filed a
request with ScanE to renew the loan for a period of 24 months on the same terms
and conditions. By decision dated May 19, 2008, ScanE accepted the Company’s
request that the loan be extended for a period of 24 months on the same terms
and conditions. The new maturity date for the loan is March 31, 2010. Pursuant
to the Canton Geneva Escrow Agreement dated September 15, 2006, Christiane Erne,
Jean-Christophe Hadorn and Claudia Rey personally pledged 10,000,000 of their
issued SES USA shares common of common stock as a guarantee for the original
loan entered into on November 6, 2003. These shares now serve as a guarantee for
the renewed loan dated May 19, 2008. The Company does not currently have any
plans to repay the loan before its March 31, 2010 maturity date.




On
January 21, 2004, ScanE granted the Company a credit facility of CHF1,000,000
($965,661) to finance the construction of the Company’s new manufacturing
facility. Release of these loan proceeds was contingent upon the Company
satisfying certain conditions precedent, which were satisfied as of November 13,
2007. As of January 8, 2008, the Company had utilized the full amount of the
loan, which has a fixed annual interest rate of 4%. The loan has a duration of
20 years and is secured by a mortgage certificate of CHF1,000,000 ($965,661) on
the manufacturing facility. The loan is reimbursed in 20-equal annual
installments of CHF73,581 (approximately $71,054), which include principal and
interest. The first installment was paid in December 2008 thus reducing the
principal to approximately $933,231.




10





Table of
Contents





SES
SOLAR INC. AND SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





SES
Switzerland also has a Construction Credit Agreement with Banque Cantonale de
Genève (“BCGE”) dated December 20, 2006 in the amount of CHF4,800,000
($4,635,173), which is used to finance construction of the new manufacturing
facility. The loan was amended on November 13, 2007 and increased from
CHF4,800,000 to CHF8,500,000 ($8,208,119). Pursuant to the amended agreement,
the full amount of the loan must be drawn down no later than the date
construction is completed on the new manufacturing facility, which
is  expected to occur during the fourth quarter of 2009. The Company
used CHF8,438,096 ($8,148,332) of the loan as of September 30, 2009 and
CHF5,423,310 ($5,137,555) as of December 31, 2008. The loan bears interest at a
rate of 3.75% and is secured by a second lien exclusive mortgage certificate of
CHF9,000,000 ($8,690,950) on the manufacturing facility.





On
October 27, 2008, the Company signed a six month credit facility with ScanE for
CHF5,000,000 ($4,828,300) to finance improvements on the manufacturing facility.
The loan, which matured on April 27, 2009, is secured by a fourth ranked
mortgage on the building. On July 1, 2009, ScanE extended the maturity date
of the credit facility for an additional six months, commencing May 7,
2009.  The Company also successfully negotiated a reduction in the
interest rate from 4% to 3% per annum, also commencing May 7,
2009.  As of September 30, 2009, the full amount of the loan had been
used to finance improvements to the manufacturing facility.





On July
22, 2009, the Company entered into a loan agreement with BCGE for CHF29,430
($28,420) to finance production equipment. The loan has a duration of 36 months
and is reimbursed in 36-equal monthly installments of CHF871 (approximately
$841), which include principal and interest of 4.54%. The first installment was
paid in August 2009, thus reducing the principal to approximately $26,948,
thereof $9,053 are reflected as short term loan.





On August
18, 2009, the Company entered into a loan agreement with BCGE for CHF245,557
($237,125) 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 (approximately $6,941), which include principal and interest of 3.80%.
The first installment was paid in September 2009, thus reducing the principal to
approximately $230,919, thereof $75,817 are reflected as short term
loan.





On September 18, 2009, the Company
entered into a loan agreement with BCGE for up to CHF3,000,000 ($2,896,983) to
finance the construction of a solar power plant, which will be sold to a third
party upon completion.  The loan matures on June 30, 2010 and bears
interest at a rate of 5.75% per annum.  The loan, which is secured by,
among other things, the proceeds from the sale of the solar power plant, may
only be used to finance the stated project. As of September 30, 2009, no amount
of the proceeds from this loan had been used.





7.
Commitments and Contingencies




Operating Leases - Lease
expenses for the nine months ended September 30, 2009 and 2008 were $99,989 and
$112,956, respectively.




The
following table presents future minimum lease commitments (concerning the lease
of vehicles) under operating leases at September 30, 2009:




Operating Leases2009
                
                
                10,3122010
                
                
                41,4902011
                
                
                41,8812012
                
                
                24,624Total
                
                
                118,307




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 ($48,946) per year. The
lease term ended on February 28, 2009. The lease has been renewed with the same
conditions for the next 12 months.




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 CHF6,919
($6,262).




On May
27, 2005, we received authorization from the State of Geneva to build our
manufacturing facility on property located in Plan-les-Ouates, Switzerland, and
we obtained a lease for the land in February 2007. The lease is for 60 years
commencing on July 1, 2006.




11





Table of
Contents





SES
SOLAR INC. AND SUBSIDIARIES


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





The
following are the Company’s lease commitments:




Use of Land$2009
                
                
                16,3052010
                
                
                65,2192011
                
                
                65,2192012
                
                
                65,2192013
                
                
                65,219Thereafter
                
                
                3,423,984Total
                
                
                3,701,165





The
Company has no non-cancellable operating leases.




Litigation - The Company is
from time to time subject to routine litigation incidental to its business.
There is no such litigation currently pending.




Capital Commitments - At
September 30, 2009, the Company has an outstanding purchase order of EUR448,600
($654,585) 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 ($392,750) for the purchase of this machine. The
balance due will be paid upon delivery of the machine. At September 30, 2009,
the Company had purchase agreements signed for the building of the new plant for
CHF7,467,483 ($7,211,058). Of the above amount, advance payments totaling
CHF7,273,730 ($7,023,958) had been made as of October 1, 2009, and the remaining
amount will be paid at the end of completion of construction.





8.
Business Segments




As of
September 30, 2009, 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 photovoltaic panels in Switzerland. Commencing
January 2008, the Company sold electricity produced by its Solar Plant to a
local utility in Geneva. As previously reported, the Solar Plant was sold in
June 2008. As a result, the Company’s operations are again limited to the
assembly and installation of photovoltaic panels.





9. Discontinued
Operations





As noted
above, the Company sold its Solar Plant in June 2008. The balance sheet and
income statement have been retrospectively adjusted to reflect the effects of
discontinued operations. The Company sold photovoltaic electricity produced by
the Solar Plant to a local electricity provider in Geneva based on a 20-year
contract. This contract was cancelled on June 30, 2008 due to the sale of the
Solar Plant.





The Solar
Plant had been operational since the end of 2007.  For the nine months
ended September 30, 2009, revenue totaled $0 due to the sale of this activity in
June 2008. For the nine months ended September 30, 2008, this discontinued
activity generated income of $1,331,856 (gain on disposal of $1,185,704, revenue
of $247,730 and expenses of $101,578). In 2009 there was no income or expense
from discontinued operations.





10. 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 outstanding.





Treasury Stock - The Company
purchased shares of its common stock, par value $0.001, in the open market. As
of September 30, 2009, the Company repurchased 97,000 shares in the amount of
$23,444.





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 warrants expire on
November 22, 2010, four (4) years after the date of issuance.





During
the nine-month period ended September 30, 2009, no stock purchase warrants were
exercised.




12





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Contents





SES
SOLAR INC. AND SUBSIDIARY


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)





Warrant
transactions consisted of the following during the quarter ended September 30,
2009 :





Exercisable
                          Warrants
                        
                        
                        Exercise
                          PriceWarrants
      outstanding as of December 31, 2008
                        
                        
                        1,500,000
                        
                        
                        $
                        0.90Warrants
      granted as consideration for agent’s fee
                        
                        
                        0
                        
                        
                        $
                        0Exercise
      of warrants
                        
                        
                        0
                        
                        
                        $
                        0Warrants
      outstanding as of September 30, 2009
                        
                        
                        1,500,000
                        
                        
                        $
                        0.90





Warrants
outstanding expire as follows:





Warrants
                
                
                ExerciseYear
                
                Expiring
                
                
                Price2010
                
                
                1,500,000
                
                
                $
                0.901,500,000




11.
Subsequent Events




Other
than as disclosed herein, no major events have occurred since September 30,
2009.




13





Table of
Contents





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 included  in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2008. The following 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 our 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. We are constructing a manufacturing facility that will include
assembly lines based on our proprietary technology to complete the development
and testing of our new products. 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 development of a new assembly line
based on our proprietary technology, using a manufacturing facility in the
suburbs of Geneva, Switzerland that is currently under construction 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 plan is to complete the manufacturing facility and
commence full scale production and sale of our new products during the first
quarter 2010. While we await completion of our facility and 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.





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.




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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, and 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,
over 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.
While we expect that decisions will be made during 2009 and that we will have at
least one large installation approved by the Swiss grid authority in 2009, any
additional significant delays could impact our projected growth plans. The
tariff will decrease for new entrants by 8% every year starting in
2010.





Worldwide,
annual installations by the PV industry grew from 0.4GW in 2002 to 4.0GW in
2008, and cumulative installed capacity reached approximately 12GW at the end of
2008.  Despite this growth, solar electricity still represents 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. We are also progressing with the
final stages of construction at our new manufacturing facility, which is
expected to be completed during the fourth quarter of 2009.




15





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During
the nine month period ended September 30, 2009, we incurred capital expenditures
of $2,708,170 to construct our new manufacturing facility. We also continued
sales of our custom solar panels and SwissTile® solar tiles to customers during
the nine month period ended September 30, 2009, generating revenue of $1,299,316
and incurring a net loss of $763,563.





Based
on current and planned projects that will be completed during fiscal year 2009,
we believe that our cash flows used in operating activities for the remainder of
fiscal year 2009 will be greater than our cash flows used in operating
activities during 2008. In light of these operating activities, we believe that
our operating expenses in fiscal year 2009 will be approximately $2 million,
which we anticipate financing through revenue generated from operating income
and with available cash and credit facilities. Management anticipates total
capital expenditures of approximately $18 million for the new manufacturing
facility, of which we have already financed $17.2 million, and $2 million for
the assembly lines and related machinery, of which we have already financed
$408,732. Depending on our production requirements, we may also require up to an
additional $11 million to finance the purchase of raw materials to be used in
the production of 2MWs of solar tiles. We anticipate financing the remaining
capital expenditures on the manufacturing facility and assembly lines using
available cash, loans and lines of credit, as well as a planned debt
consolidation and refinancing of the existing construction loans owed
on the facility. We will also require additional financing in order to
purchase raw materials and expand our operations once our manufacturing facility
is fully operational. We do not presently have any definitive agreements in
place to secure any such financings or debt consolidation.




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.”




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Selected
Financial Data




BalanceSheets
                
                September30,
                  2009
                
                
                December 31,
                  2008(unaudited)
                
                
                (audited)in
      $Total
      current assets
                
                
                1,183,925
                
                
                
                2,958,153Total
      long-term assets
                
                
                17,797,363
                
                
                
                13,999,944Total
      current liabilities
                
                
                15,506,193
                
                
                
                11,881,948Total
      long-term liabilities
                
                
                1,072,502
                
                
                
                1,800,802Total
      liabilities and stockholders' equity
                
                
                18,981,288
                
                
                
                16,958,097





StatementsofOperations(unaudited)
                
                Forthethreemonthsended
                  September30,2009
                
                
                2008in
      $Revenues
                
                
                38,046
                
                
                
                1,569Total
      cost of goods sold (exclusive of depreciation, shown separately
      below)
                
                
                (17,560
                )
                
                
                (1,335
                )Personnel
                
                
                158,285
                
                
                
                123,714Rent
      and lease expenses
                
                
                26,629
                
                
                
                36,653Research
      and development
                
                
                63,866
                
                
                
                58,952Depreciation
      and amortization
                
                
                9,998
                
                
                
                16,527Gain
      on sale of assets
                
                
                25,330
                
                
                
                0General
      and administrative expenses
                
                
                157,860
                
                
                
                267,805Interest
      expense
                
                
                (9,979
                )
                
                
                (102,523
                )Interest
      income
                
                
                0
                
                
                
                7,567Foreign
      exchange gain  (loss)
                
                
                260,002
                
                
                
                (258,030
                )Total
      other income (expense)
                
                
                250,023
                
                
                
                (352,986
                )Loss
      before taxes from continuing operations before taxes
                
                
                (120,799
                )
                
                
                (856,403
                )Income
      Taxes
                
                
                0
                
                
                
                0Net
      Income (Loss) from continuing operations
                
                
                (120,799
                )
                
                
                (856,403
                )Income
      from discontinued operations before taxes
                
                
                0
                
                
                
                0Income
      Taxes
                
                
                0
                
                
                
                0Net
      Income (Loss) from discontinued operations
                
                
                0
                
                
                
                0Net
      Income (Loss)
                
                
                (120,799
                )
                
                
                (856,403
                )Other
      comprehensive income: translation adjustment
                
                
                (146,600
                )
                
                
                160,820Comprehensive
      income (loss)
                
                
                (267,399
                )
                
                
                (695,583
                )




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RESULTS
OF OPERATIONS - COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2009 AND
2008




Net
Loss




Our
net loss for the three months ended September 30, 2009 was $120,799 compared to
net loss of $856,403 for the three months ended September 30, 2008. The decrease
in net loss during the three months ended September 30, 2009 was due to $518,032
of favorable foreign exchange rate conditions between the Swiss franc and the
U.S. dollar and a reduction in interest expense and general and administrative
expenses during the three month period ended September 30, 2009.





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, 2009, we generated
total revenue of $38,046 compared to $1,569 for the three months ended September
30, 2008.





Cost of
goods sold for the three months ended September 30, 2009 was $17,560 compared to
cost of goods sold of $1,335 for the three months ended September 30,
2008.





The
increases in revenue and cost of goods sold for the three months ended September
30, 2009 are attributable to management’s increased focus on completing our
manufacturing facility and producing our products on a large scale and moving
away from smaller customized  installation projects.





Operating
Expenses




Operating
expenses for the three months ended September 30, 2009 were $391,308 compared
to $503,651 for the three months ended September 30, 2008, which represents
a 17% decrease. Personnel, rent, research and development, general and
administrative expenses, and depreciation and amortization expenses constitute
the components of our operating expenses.




Personnel
expenses for the three months ended September 30, 2009 were $ 158,285 compared
to $123,714 for the three months ended September 30, 2008. The increase is due
to increase in personnel costs to develop the activities of our new
subsidiary.





Rent and
lease expenses decreased $10,024 for the three months ended September 30, 2009
due to the termination of the lease for Härkingen during the first quarter of
2009, as explained on note 7 of the accompanying notes to the financial
statements.





Other
general and administrative expenses decreased $109,945 for the three months
ended September 30, 2009, mainly due to consulting fees.





We expect
that as we continue to implement our business plan these expenses will increase
accordingly.




Other
Income (Expense)




Interest
expense decreased to $9,979 for the three months ended September 30, 2009
compared to $102,523 for the three months ended September 30, 2008. The decrease
is due to a credit line with UBS Bank, which was cancelled during 2008, and
interest expenses of $53,564 in connection with financing of the Solar
Plant.  Additionally, the company capitalized higher interest expenses
compared to the prior year period.





Interest
income for the three months ended September 30, 2009 was $0 compared to $7,567
for the three months ended September 30, 2008.  Interest income earned
during the three months ended September 30, 2008 was received from time
deposits.




Foreign
exchange gain for the three months ended September 30, 2009 was $260,002
compared to a foreign exchange loss of $258,030 for the three months ended
September 30, 2008. Our wholly owned subsidiaries conduct substantially all of
their business and incur substantially all of their costs in Swiss
francs.  The foreign exchange gain for the three months ended
September 30, 2009 is due to improved currency exchange rate conditions between
the Swiss franc and the U.S. dollar, which is the company’s reporting
currency.  See Note 4 to the accompanying unaudited financial
statements.


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Statement of Operations
                  (unaudited)
                
                FortheNineMonthsEnded
                  September30,2009
                
                
                2008in
      $Total
      revenues
                
                
                1,299,316
                
                
                
                34,161Total
      cost of goods sold (exclusive of depreciation shown separately
      below)
                
                
                (882,735
                )
                
                
                (3,092
                )Personnel
                
                
                467,152
                
                
                
                405,957Rent
      and lease expenses
                
                
                99,989
                
                
                
                112,956Research
      and development
                
                
                188,343
                
                
                
                279,539Depreciation
      and amortization
                
                
                55,366
                
                
                
                50,829Gain
      on sale of assets
                
                
                25,330
                
                
                
                0General
      and administrative expenses
                
                
                463,970
                
                
                
                673,163Interest
      expense
                
                
                (27,577
                )
                
                
                (322,520
                )Interest
      income
                
                
                0
                
                
                
                46,756Foreign
      exchange gain /(loss)
                
                
                96,923
                
                
                
                79,493Total
      other income (expense)
                
                
                69,346
                
                
                
                (196,271
                )Taxes
                
                
                0
                
                
                
                0Net
      income (loss) from continuing operations
                
                
                (763,563
                )
                
                
                (1,687,646
                )Income
      from discontinued operations
                
                
                0
                
                
                
                1,331,856Taxes
                
                
                0
                
                
                
                0Net
      income (loss) from discontinued operations
                
                
                0
                
                
                
                1,331,856Net
      income (loss)
                
                
                (763,563
                )
                
                
                (355,790
                )Other
      comprehensive income: translation adjustment
                
                
                (85,747
                )
                
                
                (89,476
                )Comprehensive
      income (loss)
                
                
                (849,310
                )
                
                
                (445,266
                )




RESULTS
OF OPERATIONS - COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2009 AND
2008





Net
Income (Loss)




Our net
loss for the nine months ended September 30, 2009 was $763,563 compared to a net
loss of $355,790 for the nine months ended September 30, 2008.  The
increase in net loss during the nine months ended September 30, 2009, compared
to 2008 is due largely to the fact that we generated income from discontinued
operations for the nine months ended September 30, 2008 of $1,331,856, which
included a gain of $1,185,704 from the sale of the Solar Plant, as compared to
income of $0 for the nine months ended September 30, 2009 from this discontinued
activity  (See Note 9 to the unaudited financial statements attached
hereto).





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, 2009, we completed
several projects and generated total revenue of $1,299,316 compared to $34,161
for the nine months ended September 30, 2008.





Cost of
goods sold for the nine months ended September 30, 2009 was $882,735 compared to
cost of goods sold of $3,092 for the nine months ended September 30,
2008.  The increase in cost of goods sold for the nine months ended
September 30, 2009 is entirely attributable to the projects completed during the
period.


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Operating
Expenses





Operating
expenses for the nine months ended September 30, 2009 were $1,249,490 compared
to $1,522,444 for the nine months ended September 30, 2008, which
represents a 16% decrease. Personnel, rent, research and development, general
and administrative expenses, and depreciation and amortization expenses
constitute the components of our operating expenses.




Personnel
expenses for the nine months ended September 30, 2009 were $ 467,152 compared to
$405,957 for the nine months ended September 30, 2008. The increase is due to
increase in personnel costs to develop the activities of our new
subsidiary.





Rent and
lease expenses decreased $12,967 for the nine months ended September 30, 2009
due to the termination of the lease for Härkingen during the first quarter of
2009, as explained on Note 7 of the accompanying notes to the financial
statements.





Research
and development expenses increase $91,196 for the nine months ended September
30, 2009 due to consulting fees incurred in 2008 in for the development of our
production line and products.





Other
general and administrative expenses decreased $209,193 for the nine months ended
September 30, 2009 mainly due to consulting fees of $470,787 incurred during the
nine months period ended September 30, 2008 compared to $203,659 incurred during
the same period in 2009..





We expect
that as we continue to implement our business plan these expenses will increase
accordingly.





Other
Income (Expense)





Interest
expense decreased to $27,577 for the nine months ended September 30, 2009
compared to $322,520 for the nine months ended September 30, 2008. Of this
variation, $172,755 refers to interest incurred for the construction of our new
plant during the nine months ended September 30, 2008 which were only
capitalized at year-end, while for the nine months ended September 30, 2009 the
interest has already been capitalized. Additionally, for the nine months ended
September 2008, we have incurred interest expenses of $67,485 due to a credit
line with UBS Bank, which was cancelled during 2008, and interest expenses of
$53,564 in connection with financing of the solar plant.




Interest
income for the nine months ended September 30, 2009 was $0 compared to $46,756
for the nine months ended September 30, 2008.  Interest income earned
during the nine months ended September 30, 2008 was received from time
deposits.




Foreign
exchange gain for the nine months ended September 30, 2009 increased to $96,923
compared to a foreign exchange gain of $79,493 for the nine months ended
September 30, 2008. Our wholly owned subsidiaries conduct substantially all of
their business and incur substantially all of their costs in Swiss
francs.  The foreign exchange gain is due to improved currency
exchange rate conditions between the Swiss franc and the U.S. dollar, which is
the company’s reporting currency.  See Note 4 to the accompanying
unaudited financial statements.





Net
Income (Loss) from Discontinued Operations, net of tax





The Solar
Plant had been operational since the end of 2007.  For the nine months
ended September 30, 2009, we generated no revenue and incurred no expenses from
the Solar Plant, as it was sold in June 2008.  For the nine months
ended September 30, 2008, this discontinued activity generated income of
$1,331,856 (gain on disposal of $1,185,704, revenue of $247,730 and expenses of
$101,578).





Liquidity
and Capital Resources




Our
principal cash requirements are for operating expenses, including consulting,
accounting and legal costs, staff costs, and accounts payable.





As of
September 30, 2009, we had negative working capital of $14,322,268 compared
with negative working capital of $8,923,795 as of December 31, 2008, and
our cash and cash equivalents decreased to $396,027 as of September 30, 2009
compared to $765,694 as of December 31, 2008. This increase in negative working
capital is partially the result of decreased billings in excess of cost and
estimated earnings over the comparable periods and use of available funds to
finance our new manufacturing facility.





As of
September 30, 2009, we had accounts payable of $1,106,795 compared to
$526,168as of
December 31, 2008. This increase is the result of amounts owed to creditors for
construction costs relating to our manufacturing facility.


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At
September 30, 2009, we had short-term debt in the amount of $5,883,074 compared
to $4,769,635 as of December 31, 2008.





We
believe that our current negative working capital situation is temporary, as we
expect in the near term to restructure our capital financing arrangements into
longer term loans with more favorable terms.




We
currently have several loans outstanding with ScanE. On November 3, 2003, SES
Switzerland received a loan from the Geneva (Switzerland) State Department of
Energy (“ScanE”) of up to CHF1,000,000 ($965,661). The loan bears interest at a
rate of 4%. SES Switzerland used CHF969,470 ($936,179) of this loan as of
September 30, 2009, and CHF969,470 ($918,389) as of December 31, 2008. The
maturity date for the loan is March 31, 2010. Pursuant to the Canton Geneva
Escrow Agreement dated September 15, 2006, Christiane Erne, Jean-Christophe
Hadorn and Claudia Rey personally pledged 10,000,000 of their issued SES USA
shares common of common stock as a guarantee for the original loan entered into
on November 6, 2003. These shares now serve as a guarantee for the renewed loan
dated May 19, 2008. The company does not currently have any plans to repay the
loan before its March 31, 2010 maturity date.





On
January 21, 2004, ScanE granted us a credit facility of CHF1,000,000 ($965,661)
to finance the construction of our new manufacturing facility. Release of these
loan proceeds was contingent upon us satisfying certain conditions, which were
satisfied as of November 13, 2007. As of January 8, 2008, we had utilized the
full amount of this loan, which has a fixed annual interest rate of 4%. The loan
has a duration of 20 years and is secured by a mortgage certificate of
CHF1,000,000 ($965,661) on the manufacturing facility. The loan is paid in
20-equal annual installments of CHF73,581 (approximately $71,054), which include
principal and interest. The first installment was paid in December 2008 thus
reducing the principal to approximately $933,231.





On
October 27, 2008, we signed a six month credit facility with ScanE for
CHF5,000,000 ($4,828,305) to finance improvements on the manufacturing facility.
The loan, which matured on April 27, 2009, is secured by a fourth ranked
mortgage on the building. On July 1, 2009, ScanE extended the maturity date
of the credit facility for an additional six months, commencing May 7,
2009.  We also successfully negotiated a reduction in the interest
rate from 4% to 3% per annum, also commencing May 7, 2009.  As of
September 30, 2009, the full amount of the loan had been used to finance
improvements to the manufacturing facility.





SES
Switzerland also has a Construction Credit Agreement with Banque Cantonale de
Genève (“BCGE”) dated December 20, 2006 in the amount of CHF4,800,000
($4,635,173), which is used to finance construction of the new manufacturing
facility. The loan was amended on November 13, 2007 and increased from
CHF4,800,000 to CHF8,500,000 ($8,208,119). Pursuant to the amended agreement,
the full amount of the loan must be drawn down no later than the date
construction is completed on the new manufacturing facility, which
is  expected to occur during the fourth quarter of 2009. We used
CHF8,438,096 ($8,148,341) of the loan as of September 30, 2009 and CHF5,423,310
($5,137,555) as of December 31, 2008. The loan bears interest at a rate of 3.75%
and is secured by a second lien exclusive mortgage certificate of CHF9,000,000
($8,690,950) on the manufacturing facility.





On July
22, 2009, we entered into a loan agreement with BCGE for CHF29,430 ($28,420) to
finance production equipment. The loan has a duration of 36 months and is
reimbursed in 36-equal monthly installments of CHF871 (approximately $841),
which include principal and interest of 4.54%. The first installment was paid in
August 2009, thus reducing the principal to approximately $26,948, thereof
$9,053 are reflected as short term loan.





On August
18, 2009, we entered into a loan agreement with BCGE for CHF245,557 ($237,125)
to finance the certification of our SwissTile® product. The loan has a duration
of 36 months and is reimbursed in 36-equal monthly installments of CHF7,188
(approximately $6,941), which include principal and interest of 3.80%. The first
installment was paid in September 2009 thus reducing the principal to
approximately $230,919, thereof $75,817 are reflected as short term
loan.





On September 18, 2009, we entered into
a loan agreement with BCGE for up to CHF3,000,000 ($2,896,983) to finance the
construction of a solar power plant, which will be sold to a third party upon
completion.  The loan matures on June 30, 2010 and bears interest at a
rate of 5.75% per annum.  The loan, which is secured by, among other
things, the proceeds from the sale of the solar power plant, may only be used to
finance the stated project. As of September 30, 2009, no amount of the proceeds
from this loan had been used.


21


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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 as well as from the continued
extension of credit from existing or new lenders. Management continues to
anticipate total capital expenditures of approximately $18 million for our new
manufacturing facility, of which we have already financed $17.2 million, and $2
million for the assembly lines and related machinery, of which we have already
financed $408,732.  In addition, and depending on our production
requirements, we may need 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
2 MWs of solar tiles.





If we
are unable to secure additional financing and successfully implement our
planned debt consolidation and refinancing of the construction loans owed on our
new facility, management does not believe that our cash and cash equivalents,
cash provided by operating activities, and the cash available from existing
loans will be sufficient to meet our working capital requirements for the next
12 months, and we will not be able to continue as a going concern.  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 in
response to competitive pressures, to develop new or enhanced products or
services, and to fund our expansion or make acquisitions. We may not be
able to secure financing on acceptable terms or at all.




Operating
Activities




Net cash
used in operating activities was $469,269 for the nine months ended September
30, 2009 compared to $1,204,541 of net cash used in operating activities for the
nine months ended September 30, 2008. In local currency, use of funds for
operating activities was larger during this period compared to the same period
in 2008. However, exchange rate volatility has greatly offset the difference.
Billings in excess of cost and estimated earnings decreased to $1,116,186 due to
completion of projects and the resulting recognition of revenue. Inventory of
our SwissTile® product decreased by $1,161,046 for the same reason.




Investing
Activities




Net cash
used in investing activities was $2,682,840 during the nine months ended
September 30, 2009 compared to $2,719,153 during the nine months ended September
30, 2008. Although the investment in capital assets was significantly higher in
the previous period, the total amount of investing activities was reduced by the
proceeds from the sale of the Solar Plant in June 2008.





Financing
Activities




Net cash
provided by financing activities was $2,946,574 for the nine months ended
September 30, 2009 compared to $1,787,766 for the nine months ended September
30, 2008.   The increase in financing activities is due to bank
loans received from BCGE and ScanE to build the new facility. During the nine
months ended September 30, 2009, we utilized $2,970,018 of such
financing.  In addition, we also used $23,444 of available cash during
the nine months ended September 30, 2009 to repurchase 97,000 shares of our
common stock in open market transactions.  See “Part
II-  Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds”.





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.





At
September 30, 2009, we had an outstanding purchase order of EUR448,600
($654,585) for the future construction of a new machine to be used in the
manufacturing facility for solar module production. The company has made an
advance payment of EUR269,160 ($392,750) for the purchase of this machine.
The balance due will be paid upon delivery of the machine.


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ITEM
3. QUALITATIVE AND
QUANTITATIVE DISCLOSURES ABOUT MARKET RISK




Not
applicable to “smaller reporting companies” under Item 305(e) of Regulation
S-K.





ITEM
4. 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 quarter ended September 30, 2009 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


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Table of
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PART
II – OTHER
INFORMATION





ITEM 2.  UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS





A summary
of our repurchases of shares of our common stock for the nine months ended
September 30, 2009 is as follows:




Maximum Numberof Shares (orTotal Number of
                
                
                ApproximateShares Purchased
                
                
                Dollar Value)Total Number
                
                
                Average
                
                
                as Part of Publicly
                
                
                that Mayof Shares
                
                
                Price Paid
                
                
                Announced Plans
                
                
                Yet be PurchasedPurchased(1)
                
                
                per Share($)
                
                
                or Programs
                
                
                Under the PlansJanuary
      1 — January 31, 2009
                
                
                1,000
                
                
                
                0.2373
                
                
                
                —
                
                
                
                —February
      1 — February 28, 2009
                
                
                35,000
                
                
                
                0.2676
                
                
                
                —
                
                
                
                —March
      1 — March 31, 2009
                
                
                31,000
                
                
                
                0.2223
                
                
                
                —
                
                
                
                —April
      1 – April 30, 2009
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —May
      1 – May 31, 2009
                
                
                10,000
                
                
                
                0.2429
                
                
                
                —
                
                
                
                —June
      1 – June 30, 2009
                
                
                10,000
                
                
                
                0.2064
                
                
                
                —
                
                
                
                —July
      1 – July 31, 2009
                
                
                10,000
                
                
                
                0.1939
                
                
                
                —
                
                
                
                —August
      1 – August 31, 2009
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —September
      1 – September 30, 2009
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Total
                
                
                97,000
                
                
                $
                0.2364
                
                
                
                —
                
                
                $
                —




(1)
            During
      the nine month period ended September 30, 2009, the company, through a
      broker, repurchased 97,000 shares of its common stock, par value $0.001,
      in open market transactions.  The company may, at its
      discretion, engage in future share repurchases, although no formal
      repurchase plan or program has been adopted by the company at this
      time.


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Table of
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ITEM
6. EXHIBITS




Exhibits10.1
                
                Construction
      Loan Agreement, dated September 18, 2009, between SES Solar Inc. and
      Banque Cantonale de Genève.†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.





†  Portions of this exhibit
have been omitted pursuant to a request for confidential
treatment.


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SIGNATURES




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




Dated:
      November 20, 2009
                
                SES
      SOLAR INC.
                  (Registrant)Dated:
      November 20, 2009
                By:
                /s/
      SANDRINE CRISAFULLISandrine
      Crisafulli
                  Chief
      Financial Officer and Chief Operating Officer
                  (principal
      financial officer and principal accounting
                  officer)




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