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
      1934For
      the quarterly period ended March 31, 2009ORo
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ________________ to
      _________________





Commission
File Number 333-120926





SOLAR
ENERTECH CORP.


(Exact
name of registrant as specified in its charter)





Delaware
            
            98-0434357State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization
            
            Identification
      No.)





1600
Adams Drive


Menlo
Park, CA 94025


(Address
of principal executive offices) (Zip Code)





Registrant’s
telephone number, including area code(650) 688-5800





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  x
  No  o





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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  Yes  o  
No  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):





Large accelerated
    filer
            o
            
            Accelerated
      Filer  oNon-accelerated
      filer
            o
            
            Smaller
      reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ̈ Nox





Number of
shares outstanding of registrant’s class of common stock as of May 7, 2009:
113,506,696











Table
of Contents





SOLAR
ENERTECH CORP





FORM
10-Q





INDEX




PAGEPartI.Financial
      InformationItem
      1.
              Financial
      StatementsConsolidated
      Balance Sheets – March 31, 2009 (Unaudited) and September 30,
      2008 (Audited)
              
              3Unaudited
      Consolidated Statements of Operations – Three and Six Months Ended
      March 31, 2009 and 2008
              
              4Unaudited Consolidated
      Statements of Cash Flows – Six Months Ended March 31, 2009 and
      2008
              
              5Notes
      to Unaudited Consolidated Financial Statements
              
              6Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              21Item
      3.
              Quantitative
      and Qualitative Disclosures about Market Risks
              
              26Item
      4T.
              Controls
      and Procedures
              
              26Part
      II. Other InformationItem
      1.
              Legal
      Proceedings
              
              27Item 1A.
              Risk
      Factors
              
              27Item
      2.
              Unregistered
      Sale of Equity Securities and Use of Proceeds
              
              27Item
      3.
              Defaults
      upon Senior Securities
              
              27Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              27Item
      5.
              Other
      Information
              
              27Item
      6.
              Exhibits
              
              27Signatures
              
              28




2







PART
I




ITEM
1. FINANCIAL STATEMENTS


Solar
EnerTech Corp.


Consolidated
Balance Sheets




March
      31, 2009
                                    
                                    
                                    September
      30, 2008(Unaudited)
                                    
                                    
                                    (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    3,060,000
                                    
                                    
                                    $
                                    3,238,000Accounts
      receivable, net
                                    
                                    
                                    1,280,000
                                    
                                    
                                    
                                    1,875,000Advance
      payments and other
                                    
                                    
                                    2,195,000
                                    
                                    
                                    
                                    3,175,000Inventories,
      net
                                    
                                    
                                    2,366,000
                                    
                                    
                                    
                                    4,886,000VAT
      receivable
                                    
                                    
                                    1,415,000
                                    
                                    
                                    
                                    2,436,000Other
      receivable
                                    
                                    
                                    99,000
                                    
                                    
                                    
                                    730,000Total
      current assets
                                    
                                    
                                    10,415,000
                                    
                                    
                                    
                                    16,340,000Property
      and equipment, net
                                    
                                    
                                    12,598,000
                                    
                                    
                                    
                                    12,934,000Investment
                                    
                                    
                                    1,000,000
                                    
                                    
                                    
                                    1,000,000Deferred
      financing costs, net of accumulated amortization
                                    
                                    
                                    1,613,000
                                    
                                    
                                    
                                    1,812,000Deposits
                                    
                                    
                                    188,000
                                    
                                    
                                    
                                    701,000Total
      assets
                                    
                                    $
                                    25,814,000
                                    
                                    
                                    $
                                    32,787,000LIABILITIES
      AND STOCKHOLDER'S EQUITYCurrent
      liabilities:Accounts
      payable
                                    
                                    $
                                    890,000
                                    
                                    
                                    $
                                    1,771,000Customer
      advance payment
                                    
                                    
                                    1,667,000
                                    
                                    
                                    
                                    96,000Accrued
      expenses
                                    
                                    
                                    782,000
                                    
                                    
                                    
                                    910,000Accounts
      payable and accrued liabilities, related parties
                                    
                                    
                                    5,563,000
                                    
                                    
                                    
                                    5,450,000Derivative
      liabilities
                                    
                                    
                                    365,000
                                    
                                    
                                    
                                    980,000Warrant
      liabilities
                                    
                                    
                                    1,669,000
                                    
                                    
                                    
                                    3,412,000Convertible
      notes, net of discount
                                    
                                    
                                    689,000
                                    
                                    
                                    
                                    85,000Total
      current liabilities
                                    
                                    
                                    11,625,000
                                    
                                    
                                    
                                    12,704,000STOCKHOLDER'S
      EQUITY:Common
      stock - 400,000,000 shares authorized at $0.001 par value
      113,331,257and
      112,052,012 shares issued and outstanding at March 31, 2009
      andSeptember
      30, 2008, respectively
                                    
                                    
                                    113,000
                                    
                                    
                                    
                                    112,000Additional
      paid in capital
                                    
                                    
                                    75,123,000
                                    
                                    
                                    
                                    71,627,000Other
      comprehensive income
                                    
                                    
                                    2,437,000
                                    
                                    
                                    
                                    2,485,000Accumulated
      deficit
                                    
                                    
                                    (63,484,000
                                    )
                                    
                                    
                                    (54,141,000
                                    )Total
      stockholders' equity
                                    
                                    
                                    14,189,000
                                    
                                    
                                    
                                    20,083,000Total
      liabilities and stockholders' equity
                                    
                                    $
                                    25,814,000
                                    
                                    
                                    $
                                    32,787,000


The
accompanying notes are an integral part of these consolidated financial
statements.




3







Solar
EnerTech Corp.


Consolidated
Statements of Operations


(Unaudited)




Three
      Months Ended March 31,
                    
                    
                    Six
      Months Ended March 31,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Net
      sales
                    
                    $
                    4,412,000
                    
                    
                    $
                    3,471,000
                    
                    
                    $
                    9,496,000
                    
                    
                    $
                    8,310,000Cost
      of sales
                    
                    
                    (5,714,000
                    )
                    
                    
                    (4,171,000
                    )
                    
                    
                    (13,134,000
                    )
                    
                    
                    (9,476,000
                    )Gross
      loss
                    
                    
                    (1,302,000
                    )
                    
                    
                    (700,000
                    )
                    
                    
                    (3,638,000
                    )
                    
                    
                    (1,166,000
                    )Operating
      expenses:Selling,
      general and administrative
                    
                    
                    3,086,000
                    
                    
                    
                    2,797,000
                    
                    
                    
                    5,647,000
                    
                    
                    
                    6,682,000Research
      and development
                    
                    
                    436,000
                    
                    
                    
                    54,000
                    
                    
                    
                    771,000
                    
                    
                    
                    151,000Loss
      on debt extinguishment
                    
                    
                    181,000
                    
                    
                    
                    2,105,000
                    
                    
                    
                    491,000
                    
                    
                    
                    2,467,000Total
      operating expenses
                    
                    
                    3,703,000
                    
                    
                    
                    4,956,000
                    
                    
                    
                    6,909,000
                    
                    
                    
                    9,300,000Operating
      loss
                    
                    
                    (5,005,000
                    )
                    
                    
                    (5,656,000
                    )
                    
                    
                    (10,547,000
                    )
                    
                    
                    (10,466,000
                    )Other
      income (expense):Interest
      income
                    
                    
                    3,000
                    
                    
                    
                    46,000
                    
                    
                    
                    10,000
                    
                    
                    
                    56,000Interest
      expense
                    
                    
                    (558,000
                    )
                    
                    
                    (298,000
                    )
                    
                    
                    (923,000
                    )
                    
                    
                    (576,000
                    )Gain
      on change in fair market value of compound embedded
    derivative
                    
                    
                    113,000
                    
                    
                    
                    11,190,000
                    
                    
                    
                    588,000
                    
                    
                    
                    12,289,000Gain
      on change in fair market value of warrant liability
                    
                    
                    99,000
                    
                    
                    
                    10,808,000
                    
                    
                    
                    1,743,000
                    
                    
                    
                    10,923,000Other
      expense
                    
                    
                    (194,000
                    )
                    
                    
                    (290,000
                    )
                    
                    
                    (214,000
                    )
                    
                    
                    (328,000
                    )Net
      income (loss)
                    
                    $
                    (5,542,000
                    )
                    
                    $
                    15,800,000
                    
                    
                    $
                    (9,343,000
                    )
                    
                    $
                    11,898,000Net
      income (loss) per share - basic
                    
                    $
                    (0.06
                    )
                    
                    $
                    0.15
                    
                    
                    $
                    (0.11
                    )
                    
                    $
                    0.13Net
      income (loss) per share - diluted
                    
                    $
                    (0.06
                    )
                    
                    $
                    0.03
                    
                    
                    $
                    (0.11
                    )
                    
                    $
                    (0.04
                    )Weighted
      average shares outstanding - basic
                    
                    
                    87,716,403
                    
                    
                    
                    102,851,788
                    
                    
                    
                    87,376,406
                    
                    
                    
                    90,941,543Weighted
      average shares outstanding - diluted
                    
                    
                    87,716,403
                    
                    
                    
                    157,954,180
                    
                    
                    
                    87,376,406
                    
                    
                    
                    122,086,159




The
accompanying notes are an integral part of these consolidated financial
statements.




4




Solar
EnerTech Corp.


Consolidated
Statements of Cash Flows


(Unaudited)




Six
      Months Ended March 31,2009
                    
                    
                    2008Cash
      flows from operating activities:Net
      income (loss)
                    
                    $
                    (9,343,000
                    )
                    
                    $
                    11,898,000Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
      of property and equipment
                    
                    
                    1,123,000
                    
                    
                    
                    644,000Stock-based
      compensation
                    
                    
                    3,217,000
                    
                    
                    
                    4,157,000Loss
      on debt extinguishment
                    
                    
                    491,000
                    
                    
                    
                    2,467,000Amortization
      of note discount and deferred financing cost
                    
                    
                    565,000
                    
                    
                    
                    30,000Gain
      on change in fair market value of compound embedded
    derivative
                    
                    
                    (588,000
                    )
                    
                    
                    (12,289,000
                    )Gain
      on change in fair market value of warrant liability
                    
                    
                    (1,743,000
                    )
                    
                    
                    (10,923,000
                    )Changes
      in operating assets and liabilities:Accounts
      receivable, net
                    
                    
                    591,000
                    
                    
                    
                    (1,964,000
                    )Advance
      payments and other
                    
                    
                    975,000
                    
                    
                    
                    (1,148,000
                    )Inventories,
      net
                    
                    
                    2,511,000
                    
                    
                    
                    (574,000
                    )VAT
      receivable
                    
                    
                    1,015,000
                    
                    
                    
                    (601,000
                    )Other
      receivable
                    
                    
                    629,000
                    
                    
                    
                    (520,000
                    )Accounts
      payable, accrued liabilities and customer advance payment
                    
                    
                    567,000
                    
                    
                    
                    (521,000
                    )Accounts
      payable and accrued liabilities, related parties
                    
                    
                    113,000
                    
                    
                    
                    -Net
      cash provided by (used in) operating activities
                    
                    
                    123,000
                    
                    
                    
                    (9,344,000
                    )Cash
      flows from investing activities:Acquisition
      of property and equipment
                    
                    
                    (309,000
                    )
                    
                    
                    (2,075,000
                    )Net
      cash used in investing activities
                    
                    
                    (309,000
                    )
                    
                    
                    (2,075,000
                    )Cash
      flows from financing activities:Proceeds
      from issuance of common stock, net of offering cost
                    
                    
                    -
                    
                    
                    
                    19,887,000Net
      cash provided by financing activities
                    
                    
                    -
                    
                    
                    
                    19,887,000Effect
      of exchange rate on cash and cash equivalents
                    
                    
                    8,000
                    
                    
                    
                    195,000Net
      increase (decrease) in cash and cash equivalents
                    
                    
                    (178,000
                    )
                    
                    
                    8,663,000Cash
      and cash equivalents, beginning of period
                    
                    
                    3,238,000
                    
                    
                    
                    3,908,000Cash
      and cash equivalents, end of period
                    
                    $
                    3,060,000
                    
                    
                    $
                    12,571,000




The
accompanying notes are an integral part of these consolidated financial
statements.




5




SOLAR
ENERTECH CORP.





Notes
to Consolidated Financial Statements


March
31, 2009 (Unaudited)





NOTE 1 — ORGANIZATION AND NATURE OF
OPERATIONS





Solar
EnerTech Corp. was originally incorporated under the laws of the State of Nevada
on July 7, 2004 as Safer Residence Corporation and was reincorporated to
the State of Delaware on August 13, 2008 (“Solar EnerTech” or the
“Company”).  The Company engaged in a variety of businesses until
March 2006, when the Company began its current operations as a photovoltaic
(“PV”) solar energy cell (“PV Cell”) manufacturer. The Company’s management
decided that, to facilitate a change in business that was focused on the PV Cell
industry, it was appropriate to change the Company’s name. A plan of merger
between Safer Residence Corporation and Solar EnerTech Corp., a wholly-owned
inactive subsidiary of Safer Residence Corporation, was approved on March 27,
2006, under which the Company was to be renamed “Solar EnerTech Corp.” On
April 7, 2006, the Company changed its name to Solar EnerTech
Corp.





The
Company’s management in February 2008 decided that it was in the Company’s and
its shareholders best interests to change the Company’s state of domicile from
Nevada to Delaware (the “Reincorporation”).  On August 13, 2008, the
Company, a Nevada entity at the time, entered into an Agreement and Plan of
Merger with Solar EnerTech Corp., a Delaware corporation and wholly-owned
subsidiary of the Nevada entity, (the “Delaware Subsidiary”), whereby the Nevada
entity merged with and into the Delaware Subsidiary in order to effect the
Reincorporation. After the Reincorporation, the Nevada entity ceased to exist
and the Company survived as a Delaware entity.





The
Reincorporation was duly approved by both the Company’s Board of Directors and a
majority of the Company’s stockholders at its annual meeting of stockholders
held on May 5, 2008. On August 13, 2008, the Reincorporation was completed. The
Reincorporation into Delaware did not result in any change to the Company’s
business, management, employees, directors, capitalization, assets or
liabilities.





NOTE 2 — SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES





Principles
of consolidation and basis of accounting





Prior to
August 19, 2008, the Company operated its business in the People’s Republic of
China through Infotech Hong Kong New Energy Technologies, Limited (“Infotech
HK”) and Solar EnerTech (Shanghai) Co., Ltd (“Infotech Shanghai,” and together
with Infotech HK, “Infotech”). While the Company did not own Infotech, the
Company’s financial statements have included the results of the financials of
each of Infotech HK and Infotech Shanghai since these entities were
wholly-controlled variable interest entities of the Company through an Agency
Agreement dated April 10, 2006 by and between the Company and Infotech (the
“Agency Agreement”). Under the Agency Agreement the Company engaged Infotech to
undertake all activities necessary to build a solar technology business in
China, including the acquisition of manufacturing facilities and equipment,
employees and inventory. To permanently consolidate Infotech with the Company
through legal ownership, the Company acquired Infotech at a nominal amount on
August 19, 2008 through a series of agreements (the “Acquisition”). In
connection with executing these agreements, the Company terminated the Agency
Agreement.




The
Company had previously consolidated the financial statements of Infotech with
its financial statements pursuant to FASB Interpretation No. 46(R) due to the
agency relationship between the Company and Infotech and, notwithstanding the
termination of the Agency Agreement, the Company continues to consolidate the
financial statements of Infotech with its financial statements since Infotech
became a wholly-owned subsidiary of the Company as a result of the
Acquisition.





The
Company’s consolidated financial statements include the accounts of Solar
EnerTech Corp. and its subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation. These consolidated financial statements
have been prepared in U.S. dollars and in accordance with the U.S. generally
accepted accounting principles.





Use
of estimates





The
preparation of consolidated financial statements in conformity with the United
States generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.




6




Cash
and cash equivalents





Cash and
cash equivalents are defined as cash on hand, demand deposits and short-term,
highly liquid investments that are readily convertible to known amounts of cash
within ninety days of deposit.





Currency
and foreign exchange





The
Company’s functional currency is the Renminbi as substantially all of our
operations are in China. The Company’s reporting currency is the U.S.
dollar.





Transactions
and balances originally denominated in U.S. dollars are presented at their
original amounts. Transactions and balances in other currencies are converted
into U.S. dollars in accordance with Statement of Financial Accounting Standard
(“SFAS”) No. 52, “Foreign Currency Translation”, and are included in
determining net income or loss.





For
foreign operations with the local currency as the functional currency, assets
and liabilities are translated from the local currencies into U.S. dollars at
the exchange rate prevailing at the balance sheet date. Revenues and expenses
are translated at weighted average exchange rates for the period to approximate
translation at the exchange rates prevailing at the dates those elements are
recognized in the consolidated financial statements. Translation adjustments
resulting from the process of translating the local currency consolidated
financial statements into U.S. dollars are included in determining comprehensive
loss.





Property
and equipment





Our
property and equipment are stated at cost net of accumulated depreciation.
Depreciation is provided using the straight — line method over the related
estimated useful lives, as follows:





Useful Life (Years)Office
      equipment
            
            3
      to 5Machinery
            
            10Production equipment
            
            5Automobiles
            
            5Furniture
            
            5Leasehold
      improvement
            
            the
      shorter of the lease term or  5
years





Expenditures
for maintenance and repairs that do not improve or extend the lives of the
related assets are expensed to operations. Major repairs that improve or extend
the lives of the related assets are capitalized.





Inventories





Inventories
are stated at the lower of cost or market. Cost is determined by the
weighted-average method. Raw material cost is based on purchase costs while
work-in-progress and finished goods are comprised of direct materials, direct
labor and an allocation of manufacturing overhead costs. Inventory in-transit is
included in finished goods and consists of products shipped but not recognized
as revenue because it does not meet the revenue recognition criteria. Provisions
are made for excess, slow moving and obsolete inventory as well as inventory
whose carrying value is in excess of net realizable value.





Warranty
cost





The
Company provides product warranties and accrues for estimated future warranty
costs in the period in which the revenue is recognized. Our standard solar
modules are typically sold with a two-year warranty for defects in materials and
workmanship and a 10-year and 25-year warranty against declines of more than
10.0% and 20.0%, respectively, of the initial minimum power generation capacity
at the time of delivery. The Company therefore maintains warranty reserves to
cover potential liabilities that could arise from our warranty obligations and
accrues the estimated costs of warranties based primarily on management’s best
estimate. The Company has not experienced any material warranty claims to date
in connection with declines of the power generation capacity of its solar
modules and will prospectively revise its actual rate to the extent that actual
warranty costs differ from the estimates.  The Company’s warranty
costs for the six months ended March 31, 2009 and 2008 were
immaterial.





Impairment
of long lived assets





The
Company reviews its long-lived assets and identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. When such factors and
circumstances exist, management compares the projected undiscounted future cash
flows associated with the future use and disposal of the related asset or group
of assets to their respective carrying amounts. Impairment, if any, is measured
as the excess of the carrying amount over the fair value, based on market value
when available, or discounted expected cash flows, of those assets and is
recorded in the period in which the determination is made. As of March 31, 2009,
management expects those assets related to its continuing operations to be fully
recoverable.





7




Investments





Investments
in an entity where the Company owns less than twenty percent of the voting stock
of the entity and does not exercise significant influence over operating and
financial policies of the entity are accounted for using the cost method.
Investments in the entity where the Company owns twenty percent or more but not
in excess of fifty percent of the voting stock of the entity or less than twenty
percent and exercises significant influence over operating and financial
policies of the entity are accounted for using the equity method. The Company
has a policy in place to review its investments at least annually, to evaluate
the carrying value of the investments in these companies. The fair value of a
cost method investment is not estimated if there are no identified events or
changes in circumstance that may have a significant adverse affect on the fair
value of the investment. If the Company believes that the carrying value of an
investment is in excess of estimated fair value, it is the Company’s policy to
record an impairment charge to adjust the carrying value to the estimated fair
value, if the impairment is considered other-than-temporary.





On August
21, 2008, the Company entered into an equity purchase agreement in which it
acquired two million shares of common stock of 21-Century Silicon, Inc., a
polysilicon manufacturer based in Dallas, Texas (“21-Century Silicon”) for $1.0
million in cash. The two million shares acquired by the Company constitute
approximately 7.8% of 21-Century Silicon’s outstanding equity.




As of
March 31, 2009, the Company accounted for the investment in 21-Century Silicon
companies at cost amounting to $1.0 million.





Income
taxes





The
Company files federal and state income tax returns in the United States for its
United States operations, and files separate foreign tax returns for its foreign
subsidiary in the jurisdictions in which this entity operates. The Company
accounts for income taxes under the provisions of SFAS No. 109, “Accounting
for Income Taxes” (“SFAS 109”).





Under the
provisions of SFAS 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between their financial
statement carrying amounts and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.





Valuation
allowance





Significant
judgment is required in determining any valuation allowance recorded against
deferred tax assets. In assessing the need for a valuation allowance, the
Company considers all available evidence including past operating results,
estimates of future taxable income, and the feasibility of tax planning
strategies. In the event that the Company changes its determination as to the
amount of deferred tax assets that can be realized, the Company will adjust its
valuation allowance with a corresponding impact to the provision for income
taxes in the period in which such determination is made.




Unrecognized
Tax Benefits




Effective
on October 1, 2007, the Company adopted the provisions of Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes - An Interpretation of FASB
Statement No. 109” (“FIN 48”).  Under FIN 48, the impact of an uncertain
income tax position on the income tax return must be recognized at the largest
amount that is more-likely-than-not to be sustained upon audit by the relevant
taxing authority based solely on the technical merits of the associated tax
position.  An uncertain income tax position will not be recognized if it
has less than a 50% likelihood of being sustained. The Company also elected the
accounting policy that requires interest and penalties to be recognized as a
component of tax expense. The Company classifies the unrecognized tax benefits
that are expected to result in payment or receipt of cash within one year as
current liabilities, otherwise, the unrecognized tax benefits will be classified
as non-current liabilities. Additionally, FIN 48 provides guidance on
de-recognition, accounting in interim periods, disclosure and
transition.




Derivative
financial instruments





SFAS
No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as
amended (“SFAS 133”), requires all derivatives to be recorded on the balance
sheet at fair value. These derivatives, including embedded derivatives in our
structured borrowings, are separately valued and accounted for on the balance
sheet. Fair values for exchange-traded securities and derivatives are based on
quoted market prices. Where market prices are not readily available, fair values
are determined using market based pricing models incorporating readily
observable market data and requiring judgment and estimates.




8





In
September 2000, the Emerging Issues Task Force issued EITF 00-19,
“Accounting for Derivative Financial Instruments Indexed to and Potentially
Settled in, a Company’s Own Stock” (“EITF 00-19”), which requires freestanding
contracts that are settled in a company’s own stock, including common stock
warrants, to be designated as an equity instrument, an asset or a liability.
Under the provisions of EITF 00-19, a contract designated as an asset or a
liability must be carried at fair value on a company’s balance sheet, with any
changes in fair value recorded in the company’s results of
operations.





The
Company’s management used market-based pricing models to determine the fair
values of the Company’s derivatives. The model uses market-sourced inputs such
as interest rates, exchange rates and option volatilities. Selection of these
inputs involves management’s judgment and may impact net income.





The
method used to estimate the value of the compound embedded derivatives (“CED”)
as of each valuation date was a Monte Carlo simulation. Under this method the
various features, restrictions, obligations and option related to each component
of the CED were analyzed and spreadsheet models of the net expected proceeds
resulting from exercise of the CED (or non-exercise) were created. Each model is
expressed in terms of the expected timing of the event and the expected stock
price as of that expected timing.





Because
the potential timing and stock price may vary over a range of possible values, a
Monte Carlo simulation was built based on the possible stock price paths (i.e.,
daily expected stock price over a forecast period). Under this approach an
individual potential stock price path is simulated based on the initial stock
price on the measurement date, and the expected volatility and risk free
interest rate over the forecast period. Each path is compared against the logic
described above for potential exercise events and the present value (or
non-exercise which result in $0 value) recorded. This is repeated over a
significant number of trials, or individual stock price paths, in order to
generate an expected or mean value for the present value of the
CED.





Fair
Value of Warrants





The
Company’s management used the binomial valuation model to value the warrants
issued in conjunction with convertible notes entered into in March 2007.
The model uses inputs such as implied term, suboptimal exercise factor,
volatility, dividend yield and risk free interest rate. Selection of these
inputs involves management’s judgment and may impact estimated value. Management
selected the binomial model to value these warrants as opposed to the
Black-Scholes model primarily because management believes the binomial model
produces a more reliable value for these instruments because it uses an
additional valuation input factor, the suboptimal exercise factor, which
accounts for expected holder exercise behavior which management believes is a
reasonable assumption with respect to the holders of these
warrants.





Stock-Based
Compensation





On
January 1, 2006, Solar EnerTech began recording compensation expense
associated with stock options and other forms of employee equity compensation in
accordance with Statement of Financial Accounting Standards No. 123R (“SFAS
123R”),“Share-Based
Payment,”as
interpreted by SEC Staff Accounting Bulletin No. 107.





The
Company estimates the fair value of stock options granted using the
Black-Scholes-Merton option-pricing formula and a single option award approach.
This fair value is then amortized on a straight-line basis over the requisite
service periods of the awards, which is generally the vesting period. The
following assumptions are used in the Black-Scholes-Merton option pricing
model:





Expected
Term — The Company’s expected term represents the period that the Company’s
stock-based awards are expected to be outstanding.





Expected
Volatility — The Company’s expected volatilities are based on historical
volatility of the Company’s stock, adjusted where determined by management for
unusual and non-representative stock price activity not expected to recur. Due
to the limited trading history, the Company also considered volatility data of
guidance companies.





Expected
Dividend — The Black-Scholes-Merton valuation model calls for a single expected
dividend yield as an input. The Company currently pays no dividends and does not
expect to pay dividends in the foreseeable future.





Risk-Free
Interest Rate — The Company bases the risk-free interest rate on the implied
yield currently available on U.S. Treasury zero-coupon issues with an equivalent
remaining term.





Estimated
Forfeitures — When estimating forfeitures, the Company takes into consideration
the historical option forfeitures over the expected term.





Revenue
Recognition





The
Company recognizes revenues from product sales in accordance with Staff
Accounting Bulletin (SAB) No. 104, “Revenue Recognition,” which states that
revenue is realized or realizable and earned when all of the following criteria
are met: persuasive evidence of an arrangement exists; delivery has occurred or
services have been rendered; the price to the buyer is fixed or determinable;
and collectability is reasonably assured. Where a revenue transaction does not
meet any of these criteria it is deferred and recognized once all such criteria
have been met. In instances where final acceptance of the product, system, or
solution is specified by the customer, revenue is deferred until all acceptance
criteria have been met.




9




On a
transaction by transaction basis, the Company determines if the revenue should
be recorded on a gross or net basis based on criteria discussed in
EITF99-19,“Reporting Revenue
Gross as a Principal versus Net as an Agent”  (“EITF99-19”). The
Company considers the following factors when the Company determine the gross
versus net presentation: if the Company (i) acts as principal in the
transaction; (ii) takes title to the products; (iii) has risks and rewards of
ownership, such as the risk of loss for collection, delivery or return; and (iv)
acts as an agent or broker (including performing services, in substance, as an
agent or broker) with compensation on a commission or fee basis.





Research
and Development Cost





Expenditures
for research activities relating to product development are charged to expense
as incurred.





Reclassifications





Certain
amounts in the prior year consolidated financial statements have been
reclassified to conform to the current year presentation. These
reclassifications have no effect on previously reported results of
operations.





Segment
Information





The
Company identifies its operating segments based on its business activities and
geographical locations. The Company operates within a single operating segment -
the manufacture of solar energy cells and modules. The Company operates in the
United States and in China. Most of the Company’s business operations are
conducted in China and a majority of the Company’s fixed assets are located in
China.


During
the three and six months ended March 31, 2009, the Company had 3 customers that
accounted for more than 10% of net sales.





Recent
Accounting Pronouncements





In
February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option
for Financial Assets and Financial Liabilities — Including an Amendment of FASB
Statement No. 115.”   SFAS 159 provides companies with an option
to report selected financial assets and liabilities at fair
value.  The standard establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose
different measurement attributes for similar types of assets and
liabilities.  SFAS 159 was effective for fiscal years beginning after
November 15, 2007.  The Company did not elect to report any of
its financial assets or liabilities at fair value, and as a result, the adoption
of SFAS 159 had no material impact on its financial and results of
operations.





In
December 2007, the FASB issued SFAS No. 141 (revised) (“SFAS 141(R)”),
“Business Combinations.” The standard changes the accounting for business
combinations, including the measurement of acquirer shares issued in
consideration for a business combination, the recognition of contingent
consideration, the accounting for pre-acquisition gain and loss contingencies,
the recognition of capitalized in-process research and development, the
accounting for acquisition-related restructuring cost accruals, the treatment of
acquisition related transaction costs, and the recognition of changes in the
acquirer’s income tax valuation allowance. SFAS 141(R) is effective for the
first annual reporting period beginning on or after December 15, 2008.
Thus, SFAS 141(R) will be effective for the Company on October 1, 2009,
with early adoption prohibited. The Company is evaluating the potential impact
of the implementation of SFAS 141(R) on its financial position and results of
operations.





In
December 2007, the FASB issued SFAS No. 160 (“SFAS 160”), “Non-controlling
Interests in Consolidated Financial Statements, an amendment of ARB
No. 51.” The standard changes the accounting for non-controlling (minority)
interests in consolidated financial statements, including the requirements to
classify non-controlling interests as a component of consolidated stockholders’
equity, and the elimination of “minority interest” accounting in results of
operations with earnings attributable to non-controlling interests reported as
part of consolidated earnings. Additionally, SFAS 160 revises the
accounting for both increases and decreases in a parent’s controlling ownership
interest. SFAS 160 is effective for the first annual reporting period beginning
on or after December 15, 2008. Thus, SFAS 160 will be effective for
the Company on October 1, 2009, with early adoption prohibited. The Company is
evaluating the potential impact of the implementation of SFAS 160 on its
financial position and results of operations.





In
December 2007, the FASB ratified Emerging Issues Task Force Issue No. 07-01
(“EITF 07-01), “Accounting for Collaborative Arrangements.” EITF 07-01 defines
collaborative arrangements and establishes reporting requirements for
transactions between participants in a collaborative arrangement and between
participants in the arrangement and third parties. EITF 07-01 also establishes
the appropriate income statement presentation and classification for joint
operating activities and payments between participants, as well as the
sufficiency of the disclosures related to these arrangements. EITF 07-01 is
effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2008. The Company is currently evaluating the
impact of the adoption of the provisions of EITF 07-1 on its consolidated
financial statements.




10




In
February 2008, the FASB issued FASB Staff Position No. FAS 140-3 (“FSP FAS
140-3”), “Accounting for Transfers of Financial Assets and Repurchase Financing
Transactions.” The FSP FAS 140-3 addresses the issue of whether or not
these transactions should be viewed as two separate transactions or as one
linked” transaction. The FSP FAS 140-3 includes a rebuttable presumption” that
presumes linkage of the two transactions unless the presumption can be overcome
by meeting certain criteria. The FSP FAS 140-3 will be effective for fiscal
years beginning after November 15, 2008 and will apply only to original
transfers made after that date; early adoption will not be allowed. The Company
is currently evaluating the impact of the adoption of FSP FAS 140-3 on the
Company’s financial position and results of operations.





In
March 2008, the FASB issued SFAS No. 161 (“SFAS 161”),
“Disclosuresabout
Derivative Instruments and Hedging Activities.” SFAS 161 requires additional
disclosures related to the use of derivative instruments, the accounting for
derivatives and how derivatives impact financial statements.  SFAS 161 is
effective for fiscal years and interim periods beginning after November 15,
2008.  Thus, the Company adopted this standard on January 1,
2009. Since SFAS 161 only required additional disclosures, the adoption did
not impact the Company’s financial position and results of
operations.





In May
2008, the FASB issued SFAS No. 162 (“SFAS 162”), “The Hierarchy of Generally
Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective for
financial statements issued 60 days following the SEC’s approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The Company adopted this statement for financial assets and
financial liabilities effective November 15, 2008, which had no material impact
on the Company’s financial and results of operations.





In May
2008, the FASB issued FASB Staff Position No. APB 14-1 (“FSP APB 14-1”),
“Accounting for Convertible Debt Instruments That May Be Settled In Cash Upon
Conversion (Including Partial Cash Settlement).”  FSP APB 14-1
requires that the liability and equity components of convertible debt
instruments that may be settled in cash upon conversion (including partial cash
settlement) be separately accounted for in a manner that reflects an issuer's
nonconvertible debt borrowing rate. As a result, the liability component would
be recorded at a discount reflecting its below market coupon interest rate, and
the liability component would subsequently be accreted to its par value over its
expected life, with the rate of interest that reflects the market rate at
issuance being reflected in the results of operations. This change in
methodology will affect the calculations of net income and earnings per share,
but will not increase the Company's cash interest payments. FSP APB 14-1 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years.
Retrospective application to all periods presented is required and early
adoption is prohibited. The Company is evaluating the potential impact of the
implementation of FSP APB 14-1 on its financial position and results of
operations.





In June
2008, the FASB issued FASB Staff Position No. EITF 03-6-1 (“FSP EITF
03-6-1”), “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities.” The FSP EITF 03-6-1 concluded
that all unvested share-based payment awards that contain rights to receive
non-forfeitable dividends (whether paid or unpaid) are participating securities,
and should be included in the two-class method of computing basic and diluted
earnings per share. The FSP EITF 03-6-1 is effective for fiscal years
beginning after December 15, 2008. The Company is currently evaluating the
requirement of FSP EITF 03-6-1 as well as the impact of the adoption on its
consolidated financial statements.





In
November 2008, the FASB ratified EITF Issue No. 08-6 (“EITF 08-6”), “Equity
Method Investment Accounting Considerations.”  EITF 08-6 addresses the
impact that SFAS 141(R) and SFAS 160 might have on the accounting for equity
method investments, including how the initial carrying value of an equity method
investment should be determined, how an impairment assessment of an underlying
indefinite lived intangible asset of an equity method investment should be
performed and how to account for a change in an investment from the equity
method to the cost method.EITF 08-6 is effective in
fiscal periods beginning on or after December 15, 2008. The Company is
currently assessing the impact of the adoption of the provisions of EITF 08-6 on
its consolidated financial statements.





In
April 2009, the FASB issued FASB Staff Position No. FAS 115-2 and FAS 124-2
(“FSP FAS 115-2 and FAS 124-2”),”Recognition and Presentation
of Other-Than-Temporary Impairments.” FSP FAS 115-2 and FAS 124-2 amend the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
provide additional guidance on the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. Under FSP FAS 115-2 and FAS 124-2, if the fair value of a debt
security is less than its amortized cost basis at the measurement date and the
entity intends to sell the debt security, an other-than-temporary impairment
shall be considered to have occurred. If the entity does not intend to sell the
debt security, the entity shall consider available evidence to assess whether it
is more-likely-than-not that it will be required to sell the security before the
recovery of its amortized cost basis. If it is not more-likely-than-not that an
entity will be required to sell the security prior to recovery of its amortized
cost, any impairment recorded in earnings should represent the decline in value
associated to ‘credit losses’, while noncredit losses will be recognized within
equity as a component of other comprehensive income (loss). FSP FAS 115-2 and
FAS 124-2 is effective for interim and annual reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. The Company is currently assessing the impact that the
adoption of FSP FAS 115-2 and FAS 124-2 will have on its results of operation or
financial condition.




11




In April
2009, the FASB issued FASB Staff Position No. FAS 157-4 (“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.” This standard provides additional guidance for estimating fair value
when the volume and level of activity for the asset or liability have
significantly decreased. It also includes guidance on identifying circumstances
that indicate a transaction is not orderly. FSP FAS 157-4 is effective for
interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. The company
does not anticipate the adoption of this accounting guidance will have a
significant impact on its consolidated financial statements.





NOTE
3 — INVENTORIES





At March
31, 2009 and September 30, 2008, inventories consist of:




March
      31, 2009
                                
                                
                                September
      30, 2008Raw
      materials
                                
                                $
                                1,045,000
                                
                                
                                $
                                2,111,000Work
      in process
                                
                                
                                37,000
                                
                                
                                
                                145,000Finished
      goods
                                
                                
                                1,284,000
                                
                                
                                
                                2,630,000Total
      inventories
                                
                                $
                                2,366,000
                                
                                
                                $
                                4,886,000




NOTE 4
— ADVANCE PAYMENTS AND OTHER





At March
31, 2009 and September 30, 2008, advance payments and other consist
of:




March
      31, 2009
                          
                          
                          September
      30, 2008Prepayment
      for raw materials
                          
                          $
                          2,088,000
                          
                          
                          $
                          2,959,000Other
                          
                          
                          107,000
                          
                          
                          
                          216,000Total
      advance payments and other
                          
                          $
                          2,195,000
                          
                          
                          $
                          3,175,000




NOTE
5 — PROPERTY AND EQUIPMENT





At March
31, 2009 and September 30, 2008, property and equipment consists
of:




March
      31, 2009
                            
                            
                            September
      30, 2008Production
      equipment
                            
                            $
                            7,320,000
                            
                            
                            $
                            5,564,000Leasehold
      improvement
                            
                            
                            3,557,000
                            
                            
                            
                            3,201,000Automobiles
                            
                            
                            541,000
                            
                            
                            
                            542,000Office
      equipment
                            
                            
                            341,000
                            
                            
                            
                            339,000Machinery
                            
                            
                            2,745,000
                            
                            
                            
                            2,170,000Furniture
                            
                            
                            39,000
                            
                            
                            
                            39,000Construction
      in progress
                            
                            
                            1,009,000
                            
                            
                            
                            2,915,000Total
      property and equipment
                            
                            
                            15,552,000
                            
                            
                            
                            14,770,000Less:  accumulated
      depreciation
                            
                            
                            (2,954,000
                            )
                            
                            
                            (1,836,000
                            )Property
      and equipment, net
                            
                            $
                            12,598,000
                            
                            
                            $
                            12,934,000




NOTE
6 — INCOME TAX





The
Company has no taxable income and no provision for federal and state income
taxes is required for the six months ended March 31, 2009 and 2008,
respectively, except certain minimum taxes.





The
Company accounts for income taxes using the liability method in accordance with
SFAS 109. SFAS 109 requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in
the Company’s financial statements, but have not been reflected in the Company’s
taxable income. A valuation allowance is established to reduce deferred tax
assets to their estimated realizable value. Therefore, the Company provides a
valuation allowance to the extent that the Company does not believe it is more
likely than not that the Company will generate sufficient taxable income in
future periods to realize the benefit of the Company’s deferred tax assets. As
of March 31, 2009 and 2008, the deferred tax asset was subject to a 100%
valuation allowance and therefore is not recorded on the Company’s balance sheet
as an asset.




12




Utilization
of the net operating loss carry forwards and credits may be subject to a
substantial annual limitation due to the ownership change limitations provided
by the Internal Revenue Code of 1986, as amended and similar state provisions.
The annual limitation may result in the expiration of net operating losses and
credits before utilization. The Company also has net operating losses in its
foreign jurisdiction and that loss can be carried over 5 years from the year the
loss was incurred.





The
Company is subject to taxation in the US and various states and foreign
jurisdictions. There are no ongoing examinations by taxing authorities at this
time. The Company’s tax years starting from 2006 to 2007 remain open in various
tax jurisdictions. The Company does not anticipate any significant change within
the next 12 months of its uncertain tax positions.





NOTE 7 — CONVERTIBLE
NOTES





On March
7, 2007, the Company entered into a securities purchase agreement to issue
$17,300,000 of secured convertible notes (the “notes”) and detachable stock
purchase warrants (the “warrants”). Accordingly, during the three months ended
March 31, 2007, the Company sold units consisting of:




•
            $5,000,000
      in principal amount of Series A Convertible Notes and warrants to purchase
      7,246,377 shares (exercise price of $1.21 per share) of its common
      stock;




•
            $3,300,000
      in principal amount of Series B Convertible Notes and warrants to purchase
      5,789,474 shares (exercise price of $0.90 per share) of its common stock;
      and




•
            $9,000,000
      in principal amount of Series B Convertible Notes and warrants to purchase
      15,789,474 shares (exercise price of $0.90 per share) of its common
      stock.





These
notes bear interest at 6% per annum and are due in 2010. The principal amount of
the Series A Convertible Notes may be converted at the initial rate of $0.69 per
share for a total of 7,246,377 shares of common stock (which amount does not
include shares of common stock that may be issued for the payment of interest).
The principal amount of the Series B Convertible Notes may be converted at the
initial rate of $0.57 per share for a total of 21,578,948 shares of common stock
(which amount does not include shares of common stock that may be issued for the
payment of interest).





In
connection with the issuance of the notes and warrants, the Company engaged an
exclusive advisor and placement agent (the “advisor”) and issued warrants to the
advisor to purchase an aggregate of 1,510,528 shares at an exercise price of
$0.57 per share and 507,247 shares at an exercise price of $0.69 per share, of
the Company’s common stock (the “advisor warrants”). In addition to the issuance
of the warrants, the Company paid $1,038,000 in commissions, an advisory fee of
$173,000, and other fees and expenses of $84,025.





The
Company evaluated the notes for derivative accounting considerations under SFAS
133 and EITF 00-19 and determined that the notes contain two embedded derivative
features, the conversion option and a redemption privilege accruing to the
holder if certain conditions exist (the “compound embedded derivative”). The
compound embedded derivative is measured at fair value both initially and in
subsequent periods. Changes in fair value of the compound embedded derivative
are recorded in the account “gain (loss) on fair market value of compound
embedded derivative” in the accompanying consolidated statements of
operations.





The
warrants (including the advisor warrants) are classified as a liability, as
required by SFAS No. 150 (“SFAS 150”), “Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity”, due to the
terms of the warrant agreement which contains a cash redemption provision in the
event of a fundamental transaction. The warrants are measured at fair value both
initially and in subsequent periods. Changes in fair value of the warrants are
recorded in the account “gain (loss) on fair market value of warrant liability”
in the accompanying consolidated statements of operations.




13




The
following table summarizes the valuation of the notes, the warrants (including
the advisor warrants), and the compound embedded derivative:




AmountProceeds
      of convertible notes
                                  
                                  $
                                  17,300,000Allocation
      of proceeds:Fair
      value of warrant liability (excluding advisor warrants)
                                  
                                  
                                  (15,909,000
                                  )Fair
      value of compound embedded derivative liability
                                  
                                  
                                  (16,600,000
                                  )Loss
      on issuance of convertible notes
                                  
                                  
                                  15,209,000Carrying
      amount of notes at grant date
                                  
                                  $
                                  -Carrying
      amount of notes at September 30, 2007
                                  
                                  $
                                  7,000Amortization
      of note discount and conversion effect
                                  
                                  
                                  78,000Carrying
      amount of notes at September 30, 2008
                                  
                                  
                                  85,000Amortization
      of note discount and conversion effect
                                  
                                  
                                  604,000Carrying
      amount of notes at March 31, 2009
                                  
                                  $
                                  689,000Fair
      value of warrant liability at September 30, 2007
                                  
                                  $
                                  17,390,000Gain
      on fair market value of warrant liability
                                  
                                  
                                  (13,978,000
                                  )Fair
      value of warrant liability at September 30, 2008
                                  
                                  
                                  3,412,000Gain
      on fair market value of warrant liability
                                  
                                  
                                  (1,743,000
                                  )Fair
      value of warrant liability at March 31, 2009
                                  
                                  $
                                  1,669,000Fair
      value of compound embedded derivative at September 30,
2007
                                  
                                  $
                                  16,800,000Gain
      on fair market value of embedded derivative liability
                                  
                                  
                                  (13,767,000
                                  )Conversion
      of Series A and B Notes
                                  
                                  
                                  (2,053,000
                                  )Fair
      value of compound embedded derivative at September 30,
2008
                                  
                                  
                                  980,000Gain
      on fair market value of embedded derivative liability
                                  
                                  
                                  (588,000
                                  )Conversion
      of Series A and B Notes
                                  
                                  
                                  (27,000
                                  )Fair
      value of compound embedded derivative at March 31, 2009
                                  
                                  $
                                  365,000




The value
of the warrants (including the advisor warrants) was estimated using a binomial
valuation model with the following assumptions:




March
      31, 2009
                        
                        
                        September
      30, 2008Implied
      term (years)
                        
                        
                        2.93
                        
                        
                        
                        3.43Suboptimal
      exercise factor
                        
                        
                        2.5
                        
                        
                        
                        2.5Volatility
                        
                        
                        113
                        %
                        
                        
                        84
                        %Dividend
      yield
                        
                        
                        0
                        %
                        
                        
                        0
                        %Risk
      free interest rate
                        
                        
                        1.15
                        %
                        
                        
                        2.58
                        %




In
conjunction with March 2007 financing, the Company recorded total deferred
financing cost of $2.5 million, of which $1.3 million represented cash payment
and $1.2 million represented the fair market value of the advisor warrants. The
deferred financing cost is amortized over the three year life of the notes using
a method that approximates the effective interest rate method. The advisor
warrants were recorded as a liability and adjusted to fair value in each
subsequent period. As of March 31, 2009 and September 30, 2008, total
unamortized deferred financing cost was $1.6 million and $1.8 million,
respectively.





The
method used to estimate the value of the compound embedded derivatives (“CED”)
as of each valuation date was a Monte Carlo simulation. Under this method the
various features, restrictions, obligations and option related to each component
of the CED were analyzed and spreadsheet models of the net expected proceeds
resulting from exercise of the CED (or non-exercise) were created. Each model is
expressed in terms of the expected timing of the event and the expected stock
price as of that expected timing.





Because
the potential timing and stock price may vary over a range of possible values, a
Monte Carlo simulation was built based on the possible stock price paths (i.e.,
daily expected stock price over a forecast period). Under this approach an
individual potential stock price path is simulated based on the initial stock
price at the measurement date, the expected volatility and risk free rate over
the forecast period. Each path is compared against the logic describe above for
potential exercise events and the present value (or non-exercise which result in
$0 value) recorded. This is repeated over a significant number of trials, or
individual stock price paths, in order to generate an expected or mean value for
the present value of the CED.





14




The
significant assumptions used in estimating stock price paths as of each
valuation date are:




March
      31, 2009
                      
                      
                      September
      30, 2008Starting
      stock price (closing price on valuation date)
                      
                      $
                      0.20
                      
                      
                      $
                      0.40Annual
      volatility of stock
                      
                      
                      112.90
                      %
                      
                      
                      84.20
                      %Risk
      free rate
                      
                      
                      0.57
                      %
                      
                      
                      1.89
                      %




Additional
assumptions were made regarding the probability of occurrence of each exercise
scenario, based on stock price ranges (based on the assumption that scenario
probability is constant over narrow ranges of stock price). The key scenarios
included public offering, bankruptcy and other defaults.





During
the three months ended March 31, 2009, $0.4 million of Series B Convertible
Notes were converted into our common shares. The Company recorded a loss on debt
extinguishment of $0.2 million as a result of the conversion based on the quoted
market closing price of our common shares on the conversion dates. For the six
months ended March 31, 2009, $0.8 million of Series A and B Convertible Notes
were converted into our common shares. The Company recorded a loss on debt
extinguishment of $0.5 million as a result of the conversion based on the quoted
market closing price of our common shares on the conversion dates.





During
the quarter ended March 31, 2008, $2.1 million of Series A and B Convertible
Notes were converted into our common shares. The Company recorded a loss on debt
extinguishment of $2.1 million as a result of the conversion based on the quoted
market closing price of our common shares on the conversion dates. For the six
months ended March 31, 2008, $3.1 million of Series A and B Convertible Notes
were converted into our common shares. The Company recorded a loss on debt
extinguishment of $2.8 million as a result of the conversion based on the quoted
market closing price of our common shares on the conversion dates. This
loss was offset by a gain on debt extinguishment from settlement agreement with
Coach Capital LLC in the amount of approximately $0.4 million (see Note 8
below).  The net amount of $2.5 million loss on debt extinguishment is
included in the Consolidated Statements of Operations.





The loss
on debt extinguishment is computed at the conversion dates as
follow:





Three
      Months Ended March 31,
                      
                      
                      Six
      Months Ended March 31,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008Fair
      value of the common shares
                      
                      $
                      135,000
                      
                      
                      $
                      2,709,000
                      
                      
                      $
                      281,000
                      
                      
                      $
                      4,008,000Unamortized
      deferred financing costs associated with the converted
    notes
                      
                      
                      59,000
                      
                      
                      
                      310,000
                      
                      
                      
                      127,000
                      
                      
                      
                      449,000Fair
      value of the CED liability associated with the converted
    notes
                      
                      
                      (13,000
                      )
                      
                      
                      (910,000
                      )
                      
                      
                      (27,000
                      )
                      
                      
                      (1,611,000
                      )Accreted
      amount of the notes discount
                      
                      
                      -
                      
                      
                      
                      (4,000
                      )
                      
                      
                      110,000
                      
                      
                      
                      (5,000
                      )Loss
      on debt extinguishment
                      
                      $
                      181,000
                      
                      
                      $
                      2,105,000
                      
                      
                      $
                      491,000
                      
                      
                      $
                      2,841,000




NOTE 8 — EQUITY
TRANSACTIONS





Common
stock issued for repayment of loans





During
the quarter ended December 31, 2007, the Company was informed by Thimble Capital
that it had assigned the note payable of $100,000 due from the Company to Coach
Capital LLC. The Company was also informed by Infotech Essentials Ltd. that it
had assigned the note payable of $450,000 due from the Company to Coach Capital
LLC.





On
December 20, 2007, the Company entered into a settlement agreement with Coach
Capital LLC to settle all outstanding notes payable in the amount of $1.2
million and related interest in exchange for the issuance of the Company’s
common stock. The share price stated in the settlement agreement was $1.20 per
share. The Company’s shares of common stock were valued at $0.84 per share, the
closing price, on December 20, 2007. As a result, the Company recorded a gain on
extinguishment of debt of approximately $0.4 million.





Warrants





During
March 2007, in conjunction with the issuance of $17,300,000 in convertible debt,
the board of directors approved the issuance of warrants (as described in Note 7
above) to purchase shares of the Company’s common stock. The 7,246,377 Series A
warrants and the 21,578,948 Series B warrants are exercisable at $1.21 and
$0.90, respectively and expire in March 2012. In addition, in March 2007, as
additional compensation for services as placement agent for the convertible debt
offering, the Company issued the advisor warrants, which entitle the placement
agent to purchase 507,247 and 1,510,528 shares of the Company’s common stock at
exercise prices of $0.69 and $0.57 per share, respectively. The advisor warrants
expire in March 2012.




15




The
warrants (including the advisor warrants) are classified as a liability in
accordance with SFAS 150, as interpreted by FASB Staff Position 150-1“Issuer’s Accounting
for Freestanding Financial Instruments Composed of More Than One Option or
Forward Contract Embodying Obligations under FASB Statement No.
150, Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity”, due to the terms of the warrant agreements
which contain cash redemption provisions in the event of a fundamental
transaction, which provide that the Company would repurchase any unexercised
portion of the warrants at the date of the occurrence of the fundamental
transaction for the value as determined by the Black-Scholes Merton valuation
model. As a result, the warrants are measured at fair value both initially and
in subsequent periods. Changes in fair value of the warrants are recorded in the
account “gain (loss) on fair market value of warrant liability” in the
accompanying Consolidated Statements of Operations.




On
January 11, 2008, the Company sold 24,318,181 shares of its common stock and
24,318,181 Series C warrants to purchase shares of Common Stock for an aggregate
purchase price of $21.4 million in a private placement offering to accredited
investors. The exercise price of the warrants is $1.00 per share. The warrants
are exercisable for a period of 5 years from the date of issuance of the
warrants.





For the
services in connection with this closing, the placement agent and the selected
dealer, Knight Capital Markets, LLC and Ardour Capital Investments, received an
aggregate of a 6.0% cash commission, a 1.0% advisory fee and warrants to
purchase 1,215,909 shares of common stock at $0.88 per share, exercisable for a
period of 5 years from the date of issuance of the warrants. The net proceeds
from issuing common stocks and Series C warrants in January 2008 after all the
financing costs were $19.9 million and were recorded in additional paid in
capital and common stock. Neither the shares of common stock nor the shares of
common stock underlying the warrants sold in this offering were granted
registration rights. Additionally, in connection with the offering all of our
Series A and Series B warrant holders waived their full ratchet
anti-dilution and price protection rights previously granted to them in
connection with our March 2007 convertible note and warrant
financing.





A summary
of warrants outstanding at March 31, 2009 is as follows:




Number
      of Shares
                      
                      
                      Exercise
                        Price
      ($)
                      
                      Recognized
      asGranted
      in connection with convertible notes — Series A
                      
                      
                      7,246,377
                      
                      
                      
                      1.21
                      
                      Discount
      to notes payableGranted
      in connection with convertible notes — Series B
                      
                      
                      21,578,948
                      
                      
                      
                      0.90
                      
                      Discount
      to notes payableGranted
      in connection with placement service
                      
                      
                      507,247
                      
                      
                      
                      0.69
                      
                      Deferred
      financing costGranted
      in connection with placement service
                      
                      
                      1,510,528
                      
                      
                      
                      0.57
                      
                      Deferred
      financing costGranted
      in connection with common stock purchase — Series C
                      
                      
                      24,318,181
                      
                      
                      
                      1.00
                      
                      Additional
      paid in capitalGranted
      in connection with placement service
                      
                      
                      1,215,909
                      
                      
                      
                      0.88
                      
                      Additional
      paid in capitalOutstanding
      at March 31, 2009
                      
                      
                      56,377,190




At March
31, 2009, the range of warrant prices for shares under warrants and the
weighted-average remaining contractual life is as follows:




Warrants
      Outstanding and ExercisableWeighted-Weighted-
                                              
                                              
                                              AverageRange
      of
                                              
                                              
                                              
                                              
                                              
                                              Average
                                              
                                              
                                              RemainingWarrant
                                              
                                              
                                              Number
      of
                                              
                                              
                                              Exercise
                                              
                                              
                                              ContractualExercise Price
                                              
                                              
                                              Warrants
                                              
                                              
                                              Price
                                              
                                              
                                              Life$
                                              0.57-$0.69
                                              
                                              
                                              
                                              2,017,775
                                              
                                              
                                              $
                                              0.60
                                              
                                              
                                              
                                              2.96$
                                              0.88-$1.00
                                              
                                              
                                              
                                              47,113,038
                                              
                                              
                                              $
                                              0.95
                                              
                                              
                                              
                                              3.41$
                                              1.21
                                              
                                              
                                              
                                              7,246,377
                                              
                                              
                                              $
                                              1.21
                                              
                                              
                                              
                                              2.94




Restricted
Stock





On August
19, 2008, Mr. Leo Young, our Chief Executive Officer, entered into a Stock
Option Cancellation and Share Contribution Agreement with Jean Blanchard, a
former officer, to provide for (i) the cancellation of a stock option agreement
by and between Mr. Young and Ms. Blanchard dated on or about March 1, 2006 and
(ii) the contribution to the Company by Ms. Blanchard of the remaining
25,250,000 shares of common stock underlying the cancelled option
agreement.





On the
same day, an Independent Committee of the Company’s Board adopted the 2008
Restricted Stock Plan (the “2008 Plan”) providing for the issuance of 25,250,000
shares of restricted common stock to be granted to the Company’s employees
pursuant to forms of restricted stock agreements.




16




The 2008
Plan provides for the issuance of a maximum of 25,250,000 shares of restricted
stock in connection with awards under the 2008 Plan. The 2008 Plan is
administered by the Company’s Compensation Committee, a subcommittee of our
Board of Directors, and has a term of 10 years. Restricted stock vest over
a three year period and unvested restricted stock are forfeited and cancelled as
of the date that employment terminates. Participation is limited to employees,
directors and consultants of the Company and its subsidiaries and other
affiliates. During any period in which shares acquired pursuant to the 2008 Plan
remain subject to vesting conditions, the participant shall have all of the
rights of a stockholder of the Company holding shares of stock, including the
right to vote such shares and to receive all dividends and other distributions
paid with respect to such shares.  If a participant terminates his or
her service for any reason (other than death or disability), or the
participant’s service is terminated by the Company for cause, then the
participant shall forfeit to the Company any shares acquired by the participant
which remain subject to vesting Conditions as of the date of the participant’s
termination of service. If a participant’s service is terminated by the Company
without cause, or due to the death or disability of the participant, then the
vesting of any restricted stock award shall be accelerated in full as of the
effective date of the participant’s termination of service.





The total
unvested restricted stock and weighted average grant date fair value of the
restricted stock as of March 31, 2009 were 25,250,000 shares and $0.62 per
share, respectively. There were no changes during the six months ended March 31,
2009.




Stock-based
compensation cost for restricted stock for the three and six months ended March
31, 2009 was $1.3 million and $2.6 million, respectively. As of March 31, 2009,
the total unrecognized compensation cost net of forfeitures relate to unvested
awards not yet recognized is $12.5 million and is expected to be amortized over
a weighted average period of 2.4 years.





Options





Amended
and Restated 2007 Equity Incentive Plan





In
September 2007, the Company adopted the 2007 Equity Incentive Plan (the
“2007 Plan”) that allows the Company to grant non-statutory stock options to
employees, consultants and directors. A total of 10 million shares of the
Company’s common stock are authorized for issuance under the 2007 Plan. The
maximum number of shares that may be issued under the 2007 Plan will be
increased for any options granted that expire, are terminated or repurchased by
the Company for an amount not greater than the holder’s purchase price and may
also be adjusted subject to action by the stockholders for changes in capital
structure. Stock options may have exercise prices of not less than 100% of the
fair value of a share of stock at the effective date of the grant of the
option.





On
February 5, 2008, the Board of Directors of Solar EnerTech Nevada adopted the
Amended and Restated 2007 Equity Incentive Plan (the “Amended 2007 Plan”), which
increases the number of shares authorized for issuance from 10 million to 15
million shares of common stock and was to be effective upon approval of the
Company’s stockholders and upon the Company’s reincorporation into the State of
Delaware.





On May 5,
2008, at the Company’s Annual Meeting of Stockholders, the Company’s
stockholders approved the Amended 2007 Plan.  On August 13, 2008, the
Company reincorporated into the State of Delaware. As of March 31, 2009 and
September 30, 2008, 10,630,000 and 7,339,375 shares of common stock,
respectively remain available for future grants under the Amended 2007
Plan.





These
options vest over various periods up to four years and expire no more than ten
years from the date of grant. A summary of activity under the Amended 2007 Plan
is as follows:




Shares
      Available For Grant
                                                                                      
                                                                                      
                                                                                      Number
      of Shares Outstanding
                                                                                      
                                                                                      
                                                                                      Weighted
      Average Fair Value Per Share
                                                                                      
                                                                                      
                                                                                      Weighted
      Average Exercise Price Per ShareBalance
      at September 30, 2007
                                                                                      
                                                                                      
                                                                                      2,700,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      7,300,000
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.66
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1.20Additional
      shares reserved
                                                                                      
                                                                                      
                                                                                      5,000,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      —
                                                                                      
                                                                                      
                                                                                      
                                                                                      —
                                                                                      
                                                                                      
                                                                                      
                                                                                      —Options
      granted
                                                                                      
                                                                                      
                                                                                      (870,000
                                                                                      )
                                                                                      
                                                                                      
                                                                                      870,000
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.37
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.61Options
      cancelled
                                                                                      
                                                                                      
                                                                                      509,375
                                                                                      
                                                                                      
                                                                                      
                                                                                      (509,375
                                                                                      )
                                                                                      
                                                                                      $
                                                                                      0.42
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.85Balance
      at September 30, 2008
                                                                                      
                                                                                      
                                                                                      7,339,375
                                                                                      
                                                                                      
                                                                                      
                                                                                      7,660,625
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.39
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.62Options
      cancelled
                                                                                      
                                                                                      
                                                                                      3,290,625
                                                                                      
                                                                                      
                                                                                      
                                                                                      (3,290,625
                                                                                      )
                                                                                      
                                                                                      $
                                                                                      0.38
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.62Balance
      at March 31, 2009
                                                                                      
                                                                                      
                                                                                      10,630,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      4,370,000
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.38
                                                                                      
                                                                                      
                                                                                      $
                                                                                      0.62




At March
31, 2009 and September 30, 2008, 4,370,000 and 7,660,625 options were
outstanding, respectively and had a weighted-average remaining contractual life
of 8.54 years and 9.03 years, respectively. Of these options, 2,538,339 and
3,477,506 shares were vested and exercisable on March 31, 2009 and September 30,
2008, respectively.  The weighted-average exercise price and
weighted-average remaining contractual term of options currently exercisable
were $0.62 and 8.55 years, respectively.





17




The fair
values of employee stock options granted during the three and six months ended
March 31, 2008 were estimated using the Black-Scholes option-pricing model with
the following weighted average assumptions:




Three
      Months Ended
                                      
                                      Six
      Months EndedMarch
      31, 2008
                                      
                                      March
      31, 2008Volatility
                                      
                                      
                                      83.6%
                                      
                                      
                                      
                                      83.6%Expected
      dividend
                                      
                                      
                                      0.0%
                                      
                                      
                                      
                                      0.0%Risk-free
      interest rate
                                      
                                      
                                      2.2%
                                      
                                      
                                      
                                      2.8%Expected
      term in years
                                      
                                      
                                      2.9
                                      
                                      
                                      
                                      3.0Weighted-average
      fair value
                                      
                                      
                                      $0.43
                                      
                                      
                                      
                                      $0.47




On May 9,
2008, the Compensation Committee of the Board of Directors of the Company
authorized the repricing of all outstanding options issued to current employees,
directors, officers and consultants prior to February 5, 2008 under the 2007
Plan to $0.62, determined in accordance with the 2007 Plan as the closing price
for shares of Common Stock on the Over-the-Counter Bulletin Board on the date of
the repricing.





The
Company repriced a total of 7,720,000 shares of Common Stock underlying
outstanding options. The other terms of the options, including the vesting
schedules, remained unchanged as a result of the repricing. Total additional
compensation expense on non-vested options relating to the May 9, 2008 repricing
was approximately $0.4 million which will be expensed ratably over the remaining
vesting period. Additional compensation expense on vested options relating to
the May 9, 2008 repricing was approximately $0.3 million which was fully
expensed as of June 30, 2008. The repriced options had originally been issued
with $0.94 to $1.65 per share option exercise prices, which prices reflected the
then current market prices of our stock on the dates of original grant. As a
result of the recent sharp reduction in our stock price, our Board of Directors
believed that such options no longer would properly incentivize our employees,
officers, directors and consultants who held such options to work in the best
interests of our company and stockholders.





In
accordance with the provisions of SFAS 123R, the Company has recorded
stock-based compensation expense of $0.4 million and $0.6 million for the three
and six months ended March 31, 2009, respectively, which include the
compensation effect for the options repriced and restricted stock. The Company
recorded $1.7 million and $4.2 million for the three and six months ended March
31, 2008, respectively, which include the compensation effect for the options
repriced. The stock-based compensation expense is based on the fair value of the
options at the grant date.  The Company recognized compensation
expense for share-based awards based upon their value on the date of grant
amortized over the applicable service period, less an allowance estimated future
forfeited awards.





NOTE
9 — FAIR VALUE OF FINANCIAL INSTRUMENTS





In
September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value
Measurements.” SFAS 157 defines fair value to measure assets and liabilities,
establishes a framework for measuring fair value, and requires additional
disclosures about the use of fair value. SFAS 157 is applicable whenever another
accounting pronouncement requires or permits assets and liabilities to be
measured at fair value. SFAS 157 does not expand or require any new fair value
measures. SFAS 157 is effective for fiscal years beginning after November 15,
2007. In December 2007, the FASB agreed to a one year deferral of SFAS 157’s
fair value measurement requirements for nonfinancial assets and liabilities that
are not required or permitted to be measured at fair value on a recurring basis.
The Company adopted SFAS 157 on October 1, 2008, which had no effect on the
Company’s financial position, operating results or cash flows.





SFAS 157
defines fair value and establishes a hierarchal framework which prioritizes and
ranks the market price observability used in fair value measurements. Market
price observability is affected by a number of factors, including the type of
asset or liability and the characteristics specific to the asset or liability
being measured. Assets and liabilities with readily available, active, quoted
market prices or for which fair value can be measured from actively quoted
prices generally are deemed to have a higher degree of market price
observability and a lesser degree of judgment used in measuring fair value.
Under SFAS 157, the inputs used to measure fair value must be classified into
one of three levels as follows:




Level 1 -
            Quoted
      prices in an active market for identical assets or
      liabilities;Level 2 -
            Observable
      inputs other than Level 1, quoted prices for similar assets or liabilities
      in active markets, quoted prices for identical or similar assets and
      liabilities in markets that are not active, and model-derived prices whose
      inputs are observable or whose significant value drivers are observable;
      andLevel 3 -
            Assets
      and liabilities whose significant value drivers are
      unobservable.




18




Observable
inputs are based on market data obtained from independent sources, while
unobservable inputs are based on the Company’s market assumptions. Unobservable
inputs require significant management judgment or estimation. In some cases, the
inputs used to measure an asset or liability may fall into different levels of
the fair value hierarchy. In those instances, the fair value measurement is
required to be classified using the lowest level of input that is significant to
the fair value measurement. Such determination requires significant management
judgment.




The Company’s liabilities
measured at fair value on a recurring basis consisted of the following types of
instruments as of March 31, 2009:




Fair
      Value at March 31, 2009
                                            
                                            
                                            Quoted
      prices in active markets for identical assets
                                            
                                            
                                            Significant
      other observable inputs
                                            
                                            
                                            Significant
      unobservable inputs(Level
      1)
                                            
                                            
                                            (Level
      2)
                                            
                                            
                                            (Level
      3)Derivative
      liabilites
                                            
                                            $
                                            365,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            365,000Warrant
      liabilities
                                            
                                            
                                            1,669,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,669,000Total
      liabilities
                                            
                                            $
                                            2,034,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            2,034,000




The
Company’s valuation techniques used to measure the fair values of the derivative
liabilities and warrant liabilities were derived from management’s assumptions
or estimations and are discussed in Note 7 – Convertible Notes.





NOTE
10 — COMPREHENSIVE INCOME (LOSS)





The
components of comprehensive income (loss) were as follows:




Three
      Months Ended March 31,
                                                        
                                                        
                                                        Six
      Months Ended March 31,2009
                                                        
                                                        
                                                        2008
                                                        
                                                        
                                                        2009
                                                        
                                                        
                                                        2008Net
      income (loss)
                                                        
                                                        $
                                                        (5,542,000
                                                        )
                                                        
                                                        $
                                                        15,800,000
                                                        
                                                        
                                                        $
                                                        (9,343,000
                                                        )
                                                        
                                                        $
                                                        11,898,000Other
      comprehensive income:Change
      in foreign currency translation
                                                        
                                                        
                                                        (9,000
                                                        )
                                                        
                                                        
                                                        816,000
                                                        
                                                        
                                                        
                                                        (48,000
                                                        )
                                                        
                                                        
                                                        1,285,000Comprehensive
      income (loss)
                                                        
                                                        $
                                                        (5,551,000
                                                        )
                                                        
                                                        $
                                                        16,616,000
                                                        
                                                        
                                                        $
                                                        (9,391,000
                                                        )
                                                        
                                                        $
                                                        13,183,000




The
accumulated other comprehensive income at March 31, 2009 and September 30, 2008
comprised of accumulated translation adjustments of $2.4 million and $ 2.5
million, respectively.




19





NOTE
11 — NET INCOME (LOSS) PER SHARE





The
following table presents the computation of basic and diluted net income (loss)
per share applicable to common stockholders:




Three
      Months Ended
                                                                                                      
                                                                                                      
                                                                                                      Six
      Months EndedMarch
      31, 2009
                                                                                                      
                                                                                                      
                                                                                                      March
      31, 2008
                                                                                                      
                                                                                                      
                                                                                                      March
      31, 2009
                                                                                                      
                                                                                                      
                                                                                                      March
      31, 2008Calculation
      of net income (loss) per share - basic:Net
      income (loss)
                                                                                                      
                                                                                                      $
                                                                                                      (5,542,000
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      15,800,000
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      (9,343,000
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      11,898,000Weighted-average
      number of common shares outstanding
                                                                                                      
                                                                                                      
                                                                                                      87,716,403
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      102,851,788
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      87,376,406
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      90,941,543Net
      income (loss) per share - basic
                                                                                                      
                                                                                                      $
                                                                                                      (0.06
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      0.15
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      (0.11
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      0.13Calculation
      of net income (loss) per share - diluted:Net
      income (loss)
                                                                                                      
                                                                                                      $
                                                                                                      (5,542,000
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      15,800,000
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      (9,343,000
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      11,898,000Less:  Gain
      on change in fair market value of compounded embedded
      derivative
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (11,190,000
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (12,289,000
                                                                                                      )Deferred
      financing costs
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      20,000
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      30,000Interest expense on convertible notes
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      298,000
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      576,000Less:
      Gain on change in fair markert value of Advisor warrants
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (722,000
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (763,000
                                                                                                      )Less:
      Gain on change in fair market value of Series B warrants
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (3,846,000
                                                                                                      )Net
      income (loss) assuming dilution
                                                                                                      
                                                                                                      $
                                                                                                      (5,542,000
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      4,206,000
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      (9,343,000
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      (4,394,000
                                                                                                      )Weighted-average
      number of common shares outstanding
                                                                                                      
                                                                                                      
                                                                                                      87,716,403
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      102,851,788
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      87,376,406
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      90,941,543Effect
      of potentially dilutive securities:Warrants
      issued to advisors
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      445,046
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      661,974Convertible
      notes
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      28,825,325
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      28,825,325Options
      to officers
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      25,832,021
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Series
      B warrants
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,657,317Weighted-average
      number of common shares outstanding assuming dilution
                                                                                                      
                                                                                                      
                                                                                                      87,716,403
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      157,954,180
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      87,376,406
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      122,086,159Net
      income (loss) per share - diluted
                                                                                                      
                                                                                                      $
                                                                                                      (0.06
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      0.03
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      (0.11
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      (0.04
                                                                                                      )




NOTE 12 — COMMITMENTS AND
CONTINGENCIES





Capital
investments





Pursuant
to a joint research and development laboratory agreement with
Shanghai University, dated December 15, 2006 and expiring on
December 15, 2016, Solar EnerTech is committed to fund the establishment of
laboratories and completion of research and development activities. The Company
committed to invest no less than RMB5 million each year for the first three
years and no less than RMB30 million cumulatively for the first five years.
The following table summarizes the commitments in U.S. dollars based upon a
translation of the RMB amounts into U.S. dollars at an exchange rate of
6.8359.




Year
                            
                            Amount2009
      (Remaining balance)*
                            
                            $
                            1,744,0002010
                            
                            
                            936,0002011
                            
                            
                            1,112,000Total
                            
                            $
                            3,792,000




*
            The
      amount includes approximately $0.8 million of 2008 commitments,
      respectively, which remained unpaid as of March 31, 2009. The Company
      intends to increase research and development spending as we grow our
      business. The payment to Shanghai University will be used to fund
      program expenses and equipment purchase. The delay in the payment of
      remaining fiscal years 2008 commitments of $0.8 million could lead to
      Shanghai University requesting the Company pay the committed amount
      within a short time frame. If the Company does not pay and is unable to
      correct the breach within the requested time frame,
      Shanghai University could seek compensation up to an additional 15%
      of the total committed amount for approximately $0.7 million. As of the
      date of this report, the Company has not received any compensation request
      from Shanghai University.





The
agreement is for shared investment in research and development on fundamental
and applied technology in the fields of semi-conductive photovoltaic theory,
materials, cells and modules. The agreement calls for Shanghai University
to provide equipment, personnel and facilities for joint laboratories. The
Company will provide funding, personnel and facilities for conducting research
and testing. Research and development achievements from this joint research and
development agreement will be available to both parties. The Company is entitled
to intellectual property rights including copyrights and patents obtained as a
result of this research.





Expenditures
under this agreement will be accounted for as research and development
expenditures under Statement of Financial Accounting Standard No. 2 –
‘Accounting for Research and Development Costs’ and expensed as
incurred.




20





NOTE 13 — RELATED PARTY
TRANSACTIONS





At March
31, 2009 and September 30, 2008, the accounts payable and accrued liabilities,
related party balance was $5.6 million and $5.5 million, respectively. The $5.6
million accrued liability represents $4.6 million of compensation expense
related to the Company’s obligation to withhold tax upon exercise of stock
options by Mr. Young in the fiscal year 2006 and the related interest and
penalties, and $1.0 million of indemnification provided by the Company to Mr.
Young  for any liabilities he may incur as a result of previous stock
options granted to him by Ms. Blanchard, a former officer, in conjunction with
the purchase of Infotech on August 19, 2008.




NOTE 14 — SUBSEQUENT
EVENTS
  On
April 27, 2009,the
Companyentered
into a Joint Venture Agreement (the “Agreement”) with Jiangsu Shunda
Semiconductor Development Co., Ltd. (“Jiangsu Shunda”) to form a joint
venture
in the United States byforming
a new company, to be known as Shunda-SolarE Technologies, Inc. (the “Joint
Venture Company”), in order to jointly pursue opportunities in the United
Statessolar
market.
 
 Pursuant
to the terms of the Agreement, Jiangsu Shunda will own 55% of the Joint Venture
Company,the
Companywill
own 35% of the Joint Venture Company and the remaining 10% of the Joint Venture
Company will be owned by the Joint Venture Company’s management.  The
Joint Venture Company’s Board of Directors will consist of five directors: three
of the whom
will be nominated by JiangsuShunda
and two of whom will be nominated bythe
Company.  Furthermore,
Mr. Yunda Ni, the President of Jiangsu Shunda, will serve as the Joint Venture
Company’s Chairman of the Board and Mr.
Leo Shi Young, the Company’s
Chief Executive Officer, will serve as the Joint Venture Company’s Vice Chairman
of the Board.  Jiangsu Shunda is responsible formanagingthe
Joint Venture Company
in China and the Companyis
responsible for the managingthe
Joint Venture Company in the United States.  The Agreement is valid
for 18 months.


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




All
references to “Solar EnerTech”, the “Company,” “we,” “our,” and “us” refer to
Solar EnerTech Corp. and its subsidiaries.





The
following discussion contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that relate to our current
expectations and views of future events. In some cases, readers can identify
forward-looking statements by terminology such as “may,” “will,” “should,”
“could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue.” These statements relate to events that involve known
and unknown risks, uncertainties and other factors, including those listed under
the heading “Risks Related to Our Business,” “Risks Related to an Investment in
Our Securities” and under the heading “Risks Related To an Investment in Our
Securities” in our Form 10-K filed with the Securities and Exchange Commission
(the “SEC”) on December 22, 2008 as well as other relevant risks detailed in our
filings with the SEC which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. The
information set forth in this report on Form 10-Q should be read in light of
such risks and in conjunction with the consolidated financial statements and the
notes thereto included elsewhere in this Form 10-Q.





Overview





We
originally incorporated under the laws of the State of Nevada on July 7,
2004 and reincorporated to the State of Delaware on August 13, 2008. We engaged
in a variety of businesses, including home security assistance, until
March 2006, when we began our current operations. We manufacture and sell
photovoltaic (commonly known as “PV”) cells and modules. PV modules consist of
solar cells that produce electricity from the sun’s rays. Our manufacturing
operations consisted of two 25MW solar cell production lines and 50MW of solar
module production facility.  Our 63,000 square foot manufacturing facility
is located in Shanghai, China.





Our solar
cells and modules are sold under the brand name “SolarE”.  Our total
revenue for the three and six months ended March 31, 2009 were $4.4 million and
$9.5 million, respectively. Total revenue for the three and six months ended
March 31, 2008 were $3.5 million and $8.3 million, respectively. Our end users
are mainly in Europe.  In anticipation of entering the US market, we
had established a marketing, purchasing and distribution office in Menlo Park,
California. Our goal is to become a worldwide supplier of PV cells and
modules.





We
purchase our key raw materials, silicon wafer, from the spot
market.  We do not have a long term contract with any silicon
supplier.  However, on August 21, 2008, we entered into an equity
purchase agreement with 21-Century Silicon, Inc., a polysilicon manufacturer
based in Dallas, Texas (“21-Century Silicon”) to acquire two million shares of
common stock, for $1 million cash. The two million shares acquired by the
Company constitute approximately 7.8% of 21-Century Silicon’s outstanding
equity.  Related to the equity purchase agreement, the Company has
also signed a memorandum of understanding with 21-Century Silicon for a
four-year supply framework agreement for polysilicon shipments. Through its
proprietary technology, processes and methods, 21-Century Silicon is planning to
manufacture solar-grade polysilicon at a lower manufacturing and plant setup
cost, as well as a shorter plant setup time than those of its major
competitors.





In
December 2006, we entered into a joint venture with
Shanghai University to operate a research facility to study various aspects
of advanced PV technology. Our joint venture with Shanghai University is
for shared investment in research and development on fundamental and applied
technologies in the fields of semi-conductive photovoltaic theory, materials,
cells and modules. The agreement calls for Shanghai University to provide
equipment, personnel and facilities for joint laboratories. It is our
responsibility to provide funding, personnel and facilities for conducting
research and testing. Research and development achievements from this joint
research and development agreement will be available for use by both parties. We
are entitled to the intellectual property rights, including copyrights and
patents, obtained as a result of this research. The research and development we
will undertake pursuant to this agreement includes the following:





•
            
            we
      plan to research and test theories of PV, thermo-physics, physics of
      materials and chemistry;•
            
            we
      plan to develop efficient and ultra-efficient PV cells with
      light/electricity conversion rates ranging from 20% to
  35%;     21
  •
              
              we
      plan to develop environmentally friendly high conversion rate
      manufacturing technology of chemical compound film PV cell
      materials;




•
            
            we
      plan to develop highly reliable, low-cost manufacturing technology and
      equipment for thin film PV cells;•
            
            we
      plan to research and develop key material for low-cost flexible film PV
      cells and non-vacuum technology; and•
            
            we
      plan to research and develop key technology and fundamental theory for
      third-generation PV cells.





To date,
we have raised money for the development of our business through the sale of our
equity securities.  On January 11, 2008, we sold 24,318,181 shares of
our common stock and 24,318,181 Series C warrants to purchase shares of common
stock for an aggregate purchase price of $21.4 million in a private placement
offering to accredited investors. The exercise price of the warrants is $1.00
per share. The warrants are exercisable for a period of 5 years from the date of
issuance of the warrants. We used the net proceeds from the offering for working
capital and general corporate purposes.   In March 2007 we
also raised $17.3 million through sales of units consisting of our
Series A and Series B Convertible Notes and warrants. The proceeds
were used to complete our production line and working capital
purpose.





Our
future operations are dependent upon the identification and successful
completion of additional long-term or permanent equity financing, the support of
creditors and shareholders, and, ultimately, the achievement of profitable
operations. Other than as discussed in this report, we know of no trends, events
or uncertainties that are reasonably likely to impact our future
liquidity.





Critical
Accounting Policies





We
consider our accounting policies related to principles of consolidation, revenue
recognition, inventory reserve, and stock based compensation, fair value of
equity instruments and derivative financial instruments to be critical
accounting policies. A number of significant estimates, assumptions, and
judgments are inherent in determining our consolidation policy, when to
recognize revenue, how to evaluate our equity instruments and derivative
financial instruments, and the calculation of our inventory reserve and
stock-based compensation expense. We base our estimates and judgments on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results could differ materially from
these estimates. Management believes that there have been no significant changes
during the six months ended March 31, 2009 to the items that we disclosed as our
critical accounting policies and estimates in Management’s Discussion and
Analysis or Plan of Operations in our Annual Report on Form 10-K filed for the
year ended September 30, 2008 with the Securities and Exchange Commission. For a
description of those critical accounting policies, please refer to our 2008
Annual Report on Form 10-K.





Recent
Accounting Pronouncements





For
recent accounting pronouncements, including the expected dates of adoption and
estimated effects, if any, on our consolidated condensed financial statements,
see “Note 2 – Summary of Significant Accounting Policies” in the Notes to
Consolidated Financial Statements of this Form 10-Q.





Results
of Operations for the three and six months ended March 31, 2009 and
2008





The
following discussion of the financial condition, results of operations, cash
flows and changes in financial position of our Company should be read in
conjunction with our audited consolidated financial statements and notes filed
with the SEC on Form 10-K and its subsequent amendments.




22




Revenues,
Cost of Sales and Gross Margin




Quarter
      Ended March 31, 2009
                      
                      
                      Quarter
      Ended March 31, 2008
                      
                      
                      Year-Over-Year
      ChangeAmount
                      
                      
                      %
      of net sales
                      
                      
                      Amount
                      
                      
                      %
      of net sales
                      
                      
                      Amount
                      
                      
                      %
      of changeNet
      sales
                      
                      $
                      4,412,000
                      
                      
                      
                      100.0
                      %
                      
                      $
                      3,471,000
                      
                      
                      
                      100.0
                      %
                      
                      $
                      941,000
                      
                      
                      
                      27.1
                      %Cost
      of sales
                      
                      
                      (5,714,000
                      )
                      
                      
                      (129.5
                      %)
                      
                      
                      (4,171,000
                      )
                      
                      
                      (120.2
                      %)
                      
                      
                      (1,543,000
                      )
                      
                      
                      37.0
                      %Gross
      loss
                      
                      $
                      (1,302,000
                      )
                      
                      
                      (29.5
                      %)
                      
                      $
                      (700,000
                      )
                      
                      
                      (20.2
                      %)
                      
                      $
                      (602,000
                      )
                      
                      
                      86.0
                      %




Six
      Months Ended March 31, 2009
                    
                    
                    Six
      Months Ended March 31, 2008
                    
                    
                    Year-Over-Year
      ChangeAmount
                    
                    
                    %
      of net sales
                    
                    
                    Amount
                    
                    
                    %
      of net sales
                    
                    
                    Amount
                    
                    
                    %
      of changeNet
      sales
                    
                    $
                    9,496,000
                    
                    
                    
                    100.0
                    %
                    
                    $
                    8,310,000
                    
                    
                    
                    100.0
                    %
                    
                    $
                    1,186,000
                    
                    
                    
                    14.3
                    %Cost
      of sales
                    
                    
                    (13,134,000
                    )
                    
                    
                    (138.3
                    %)
                    
                    
                    (9,476,000
                    )
                    
                    
                    (114.0
                    %)
                    
                    
                    (3,658,000
                    )
                    
                    
                    38.6
                    %Gross
      loss
                    
                    $
                    (3,638,000
                    )
                    
                    
                    (38.3
                    %)
                    
                    $
                    (1,166,000
                    )
                    
                    
                    (14.0
                    %)
                    
                    $
                    (2,472,000
                    )
                    
                    
                    212.0
                    %




For the
three months ended March 31, 2009, the Company reported total revenue of $4.4
million, representing an increase of $0.9 million or 27.1% compared to $3.5
million of revenue in the same period of the prior year.  The $4.4
million of revenue generated during the second fiscal quarter of 2009 comprised
of $4.2 million in solar modules sales and $0.2 million in cell sales, while
only $2.8 million of our second fiscal quarter of 2008 revenue related to solar
module sales and the remaining $0.7 million related to resell of raw
materials.  Our module sales increased significantly in the second
fiscal quarter of 2009 compared to the same period of the prior year because we
ramped up our production capacity during fiscal 2008.





For the
six months ended March 31, 2009, the Company recorded $9.5 million in revenue
which comprised of $9.0 million in solar module sales and $0.5 million in
cell sales compared to $8.3 million of revenue in the same period of the prior
year which comprised of $5.0 million in solar module sales and $3.3 million in
resale of raw materials. We generated revenue from resale of raw materials such
as silicon wafer because we over-stocked due to our still-limited production
capability. On a transaction by transaction basis, we determine if the revenue
should be recorded on a gross or net basis based on criteria discussed in
EITF99-19, Reporting Revenue Gross as a  Principal versus Net as an Agent.
We consider the following factors when we determine the gross versus net
presentation: (i) if the Company acts as principal in the transaction; (ii) if
the Company takes title to the products; (iii) if the Company has risks and
rewards of ownership, such as the risk of loss for collection, delivery or
return; and (iv) if the Company acts as an agent or broker (including performing
services, in substance, as an agent or broker) with compensation on a commission
or fee basis. Our revenue increased in the six months ended March 31, 2009
compared to the same period of the prior year due to a delayed production
schedule caused by a temporary shortage in raw material supply and a severe
winter storm in China in February 2008 as several major infrastructures in
southern China were closed during that period.





For the three months ended March 31, 2009, we incurred a
negative gross profit of $1.3 million, representing an increase of $0.6 million
or 86.0% compared to $0.7 million in the same period of the prior
year.  The increase in negative gross profit was primarily due to
decrease in average sales price in the second fiscal quarter of
2009.  Although the market price of silicon wafer, our key raw
material, has also declined, inventories sold during the second fiscal quarter
of 2009 were manufactured using silicon wafers purchased in previous quarters
and at a higher cost.  This resulted in lower than normal gross
profit.





For the
six months ended March 31, 2009, we incurred a negative gross margin of $3.6
million, representing an increase of $2.5 million or 212.0% compared to $1.2
million in the same period of the prior year. During the six months ended March
31, 2009, we incurred high manufacturing costs due to high raw material cost and
production inefficiencies associated with our low production volume. In
addition, due to drop in silicon wafer market price, our inventories were
written down by $1.0 million in the first fiscal quarter of 2009 as a result of
a lower of cost or market inventory valuation analysis.





Selling,
general & administrative




Quarter
      Ended March 31, 2009
                  
                  
                  Quarter
      Ended March 31, 2008
                  
                  
                  Year-Over-Year
      ChangeAmount
                  
                  
                  %
      of net sales
                  
                  
                  Amount
                  
                  
                  %
      of net sales
                  
                  
                  Amount
                  
                  
                  %
      of changeSelling,
      general and administrative
                  
                  $
                  3,086,000
                  
                  
                  
                  69.9
                  %
                  
                  $
                  2,797,000
                  
                  
                  
                  80.6
                  %
                  
                  $
                  289,000
                  
                  
                  
                  10.3
                  %




Six
      Months Ended March 31, 2009
                    
                    
                    Six
      Months Ended March 31, 2008
                    
                    
                    Year-Over-Year
      ChangeAmount
                    
                    
                    %
      of net sales
                    
                    
                    Amount
                    
                    
                    %
      of net sales
                    
                    
                    Amount
                    
                    
                    %
      of changeSelling,
      general and administrative
                    
                    $
                    5,647,000
                    
                    
                    
                    59.5
                    %
                    
                    $
                    6,682,000
                    
                    
                    
                    80.4
                    %
                    
                    $
                    (1,035,000
                    )
                    
                    
                    (15.5
                    %)




For the
three months ended March 31, 2009, we incurred selling, general and
administrative expense of $3.1 million, representing an increase of $0.3 million
or 10.3% from $2.8 million in the three months ended March 31, 2008. Selling,
general and administrative expense as a percentage of net sales for the three
months ended March 31, 2009 decreased to 69.9% from 80.6% for the three months
ended March 31, 2008. The increase in the selling, general and administrative
expense was primarily due to an increase of $0.6 million in write-off of advance
payment to supplier, partially offset by decrease of $0.5 million in stock-based
compensation charge related to employee options from $1.7 million for the three
months ended March 31, 2008 to $1.2 million for the three months ended March 31,
2009.




23




For the
six months ended March 31, 2009, we incurred selling, general and administrative
expense of $5.6 million, representing a decrease of $1.0 million or 15.5% from
$6.7 million in the six months ended March 31, 2008. Selling, general and
administrative expense as a percentage of net sales for the six months ended
March 31, 2009 decreased to 59.5% from 80.4% for the six months ended March 31,
2008. The decrease in the selling, general and administrative expense was
primarily due to decrease of $1.9 million in stock-based compensation
charge related to employee options from $4.2 million for the six months ended
March 31, 2008 to $2.3 million for the six months ended March 31, 2009,
partially offset by an increase of $0.8 million in write-off of advance payment
to supplier.





Research
& development




Quarter
      Ended March 31, 2009
                  
                  
                  Quarter
      Ended March 31, 2008
                  
                  
                  Year-Over-Year
      ChangeAmount
                  
                  
                  %
      of net sales
                  
                  
                  Amount
                  
                  
                  %
      of net sales
                  
                  
                  Amount
                  
                  
                  %
      of changeResearch
      and development
                  
                  $
                  436,000
                  
                  
                  
                  9.9
                  %
                  
                  $
                  54,000
                  
                  
                  
                  1.6
                  %
                  
                  $
                  382,000
                  
                  
                  
                  707.4
                  %
  Six
      Months Ended March 31, 2009
                          
                          
                          Six
      Months Ended March 31, 2008
                          
                          
                          Year-Over-Year
      ChangeAmount
                          
                          
                          %
      of net sales
                          
                          
                          Amount
                          
                          
                          %
      of net sales
                          
                          
                          AmountResearch
      and development
                          
                          $
                          771,000
                          
                          
                          
                          8.1
                          %
                          
                          $
                          151,000
                          
                          
                          
                          1.8
                          %
                          
                          $
                          620,000
                          
                          
                          
                          410.6
                          %




Research
and development expense represents expense incurred in-house as well as for the
joint research and development program with Shanghai University. Research
and development expense in the three months ended March 31, 2009 of $0.4
million, representing an increase of $0.4 million or 707.4% over $0.1 million
for the three months ended March 31, 2008. Research and development expense as a
percentage of net sales for the three months ended March 31, 2009 increased to
9.9% from 1.6% for the three months ended March 31, 2008.





Research
and development expense in the six months ended March 31, 2009 of $0.8 million,
representing an increase of $0.6 million or 410.6 % over $0.2 million for the
six months ended March 31, 2008. Research and development expense as a
percentage of net sales for the six months ended March 31, 2009 increased to
8.1% from 1.8% for the six months ended March 31, 2008.





The
research and development expense increased for the three and six months ended
March 31, 2009 compared to the three and six months ended March 31, 2008 mainly
as a result of our commitments to fund our development contract with
Shanghai University. In accordance with our joint research and development
laboratory agreement with Shanghai University, dated December 15, 2006 and
expiring on December 15, 2016, we are committed to funding an additional $3.8
million in the next 3 years. The delay in the payment of remaining fiscal years
2008 commitments of $0.8 million could lead to Shanghai University
requesting the Company pay the committed amount within a short time frame. If
the Company does not pay and is unable to correct the breach within the
requested time frame, Shanghai University could seek compensation up to an
additional 15% of the total committed amount for approximately $0.7 million. As
of the date of this report, we have not received any compensation request from
Shanghai University. We expect to increase our funding to research and
development activities as we grow our business.





Loss
on debt extinguishment


Quarter
      Ended March 31, 2009
                    
                    
                    Quarter
      Ended March 31, 2008
                    
                    
                    Year-Over-Year
      ChangeAmount
                    
                    
                    %
      of net sales
                    
                    
                    Amount
                    
                    
                    %
      of net sales
                    
                    
                    Amount
                    
                    
                    %
      of changeLoss
      on debt extinguishment
                    
                    $
                    181,000
                    
                    
                    
                    4.1
                    %
                    
                    $
                    2,105,000
                    
                    
                    
                    60.6
                    %
                    
                    $
                    (1,924,000
                    )
                    
                    
                    (91.4
                    %)
  Six
      Months Ended March 31, 2009
                      
                      
                      Six
      Months Ended March 31, 2008
                      
                      
                      Year-Over-Year
      ChangeAmount
                      
                      
                      %
      of net sales
                      
                      
                      Amount
                      
                      
                      %
      of net sales
                      
                      
                      Amount
                      
                      
                      %
      of changeLoss
      on debt extinguishment
                      
                      $
                      491,000
                      
                      
                      
                      5.2
                      %
                      
                      $
                      2,467,000
                      
                      
                      
                      29.7
                      %
                      
                      $
                      (1,976,000
                      )
                      
                      
                      (80.1
                      %)




For the
three months ended March 31, 2009 and 2008, we incurred a loss on debt
extinguishment of $0.2 million and $2.1 million, respectively. During the
quarter ended March 31, 2009, part of our Series B Convertible Notes was
converted into common stock which resulted in the loss of $0.2 million. During
the quarter ended March 31, 2008, part of our Series A and B Convertible Notes
were converted into common stock which resulted in the non-cash loss of $2.1
million.





For the
six months ended March 31, 2009, we incurred a loss on debt extinguishment of
$0.5 million. The loss of $0.5 million was related to converting Series A and B
Convertible Notes into common stocks. For the six months ended March 31, 2008,
we incurred a loss on debt extinguishment of $2.5 million. That loss was the
result of a loss of $2.8 million related to converting Series A and B
Convertible Notes into common stocks. The loss was partially offset by a gain of
approximately $0.4 million on settlement of loan due to Coach Capital LLC and
Infotech Essentials Ltd.




24




Other
income (expense)




Quarter
      Ended March 31, 2009
                            
                            
                            Quarter
      Ended March 31, 2008
                            
                            
                            Year-Over-Year
      ChangeAmount
                            
                            
                            %
      of net sales
                            
                            
                            Amount
                            
                            
                            %
      of net sales
                            
                            
                            Amount
                            
                            
                            %
      of changeInterest
      income
                            
                            $
                            3,000
                            
                            
                            
                            0.1
                            %
                            
                            $
                            46,000
                            
                            
                            
                            1.3
                            %
                            
                            $
                            (43,000
                            )
                            
                            
                            (93.5
                            %)Interest
      expense
                            
                            
                            (558,000
                            )
                            
                            
                            (12.6
                            %)
                            
                            
                            (298,000
                            )
                            
                            
                            (8.6
                            %)
                            
                            
                            (260,000
                            )
                            
                            
                            87.2
                            %Gain
      on change in fair market valueof
      compound embedded derivative
                            
                            
                            113,000
                            
                            
                            
                            2.6
                            %
                            
                            
                            11,190,000
                            
                            
                            
                            322.4
                            %
                            
                            
                            (11,077,000
                            )
                            
                            
                            (99.0
                            %)Gain
      on change in fair market valueof
      warrant liability
                            
                            
                            99,000
                            
                            
                            
                            2.2
                            %
                            
                            
                            10,808,000
                            
                            
                            
                            311.4
                            %
                            
                            
                            (10,709,000
                            )
                            
                            
                            (99.1
                            %)Other
      expense
                            
                            
                            (194,000
                            )
                            
                            
                            (4.4
                            %)
                            
                            
                            (290,000
                            )
                            
                            
                            (8.4
                            %)
                            
                            
                            96,000
                            
                            
                            
                            (33.1
                            %)Total
      other income (expense)
                            
                            $
                            (537,000
                            )
                            
                            
                            (12.2
                            %)
                            
                            $
                            21,456,000
                            
                            
                            
                            618.2
                            %
                            
                            $
                            (21,993,000
                            )
                            
                            
                            (102.5
                            %)
  Six
      Months Ended March 31, 2009
                          
                          
                          Six
      Months Ended March 31, 2008
                          
                          
                          Year-Over-Year
      ChangeAmount
                          
                          
                          %
      of net sales
                          
                          
                          Amount
                          
                          
                          %
      of net sales
                          
                          
                          Amount
                          
                          
                          %
      of changeInterest
      income
                          
                          $
                          10,000
                          
                          
                          
                          0.1
                          %
                          
                          $
                          56,000
                          
                          
                          
                          0.7
                          %
                          
                          $
                          (46,000
                          )
                          
                          
                          (82.1
                          %)Interest
      expense
                          
                          
                          (923,000
                          )
                          
                          
                          (9.7
                          %)
                          
                          
                          (576,000
                          )
                          
                          
                          (6.9
                          %)
                          
                          
                          (347,000
                          )
                          
                          
                          60.2
                          %Gain
      on change in fair market valueof
      compound embedded derivative
                          
                          
                          588,000
                          
                          
                          
                          6.2
                          %
                          
                          
                          12,289,000
                          
                          
                          
                          147.9
                          %
                          
                          
                          (11,701,000
                          )
                          
                          
                          (95.2
                          %)Gain
      on change in fair market valueof
      warrant liability
                          
                          
                          1,743,000
                          
                          
                          
                          18.4
                          %
                          
                          
                          10,923,000
                          
                          
                          
                          131.4
                          %
                          
                          
                          (9,180,000
                          )
                          
                          
                          (84.0
                          %)Other
      expense
                          
                          
                          (214,000
                          )
                          
                          
                          (2.3
                          %)
                          
                          
                          (328,000
                          )
                          
                          
                          (3.9
                          %)
                          
                          
                          114,000
                          
                          
                          
                          (34.8
                          %)Total
      other income (expense)
                          
                          $
                          1,204,000
                          
                          
                          
                          12.7
                          %
                          
                          $
                          22,364,000
                          
                          
                          
                          269.1
                          %
                          
                          $
                          (21,160,000
                          )
                          
                          
                          (94.6
                          %)




For the
three months ended March 31, 2009, total other expense was $0.5 million,
representing a decrease of $22.0 million or 102.5% compared to other income of
$21.5 million for the same period of the prior year. Other (expense) income as a
percentage of net sales for the three months ended March 31, 2009 decreased to
negative 12.2% from positive 618.2% for the three months ended March 31,
2008. In the three months ended March 31, 2009, we recorded a gain on
change in fair market value of compound embedded derivative of $0.1 million and
a gain on change in fair market value of warranty liability of $0.1 million
compared to a gain on change in fair market value of compound embedded
derivative of $11.2 million and a gain on change in fair market value of warrant
liability of $10.8 million during the three months ended March 31,
2008.  We incurred interest expenses of $0.6 million and $0.3 million
in the three months ended March 31, 2009 and 2008, respectively, primarily
related to the 6% interest charges on Series A and B Convertible Notes. Other
expenses of $0.2 million and $0.3 million for the three months ended March 31,
2009 and 2008, respectively, were primarily related to foreign exchange
loss.





For the
six months ended March 31, 2009, total other income was $1.2 million,
representing a decrease of $21.2 million or 94.6% compared to $22.4 million for
the same period of the prior year. Other income as a percentage of net sales for
the six months ended March 31, 2009 decreased to 12.7% from 269.1% for the six
months ended March 31, 2008. In the six months ended March 31, 2009, we recorded
a gain on change in fair market value of compound embedded derivative of $0.6
million and a gain on change in fair market value of warrant liability of $1.7
million compared to a gain on change in fair market value of compound embedded
derivative of $12.3 million and a gain on change in fair market value of warrant
liability of $10.9 million during the six months ended March 31, 2008. We
incurred interest expenses of $0.9 million and $0.6 million in the six months
ended March 31, 2009 and 2008, respectively, primarily related to 6% interest
charges on Series A and B Convertible Notes. Other expenses of $0.2 million and
$0.3 million for the six months ended March 31, 2009 and 2008, respectively,
were primarily related to foreign exchange loss.





Liquidity
and Capital Resources




March
      31, 2009
                        
                        
                        September
      30, 2008
                        
                        
                        ChangeCash
      and cash equivalents
                        
                        $
                        3,060,000
                        
                        
                        $
                        3,238,000
                        
                        
                        $
                        (178,000
                        )




As of
March 31, 2009, we had cash and cash equivalents of $3.1 million, as compared to
$3.2 million at September 30, 2008. We require a significant amount of cash to
fund our operations. Changes in our operating plans, an increase in our
inventory, increased expenses, acquisitions, or other events, may cause us to
seek additional equity or debt financing in the future. If we are not able to
obtain funding in a timely manner or on commercially acceptable terms or at all,
we may curtail our operations or take actions to reduce cost in order to
continue our operations for the next 12 months.




25




Six
      Months Ended March 31,2009
                        
                        
                        2008
                        
                        
                        ChangeNet
      cash provided by (used in):Operating
      activities
                        
                        $
                        123,000
                        
                        
                        $
                        (9,344,000
                        )
                        
                        $
                        9,467,000Investing
      activities
                        
                        
                        (309,000
                        )
                        
                        
                        (2,075,000
                        )
                        
                        
                        1,766,000Financing
      activities
                        
                        
                        -
                        
                        
                        
                        19,887,000
                        
                        
                        
                        (19,887,000
                        )Effect
      of exchange rate changes on cash and cash equivalents
                        
                        
                        8,000
                        
                        
                        
                        195,000
                        
                        
                        
                        (187,000
                        )Net
      (decrease) increase in cash and cash equivalents
                        
                        $
                        (178,000
                        )
                        
                        $
                        8,663,000
                        
                        
                        $
                        (8,841,000
                        )




Net cash
provided by operating activities for the six months ended March 31, 2009
was $0.1 million and net cash used in operating activities for
the six months ended March 31, 2008 was $9.3 million. The increase of net cash
provided by operating activities of $9.5 million was primarily attributable to
$19.0 million of higher non-cash items adjustments mainly from gain on change in
fair market value of compound embedded derivatives and gain on change in fair
market value of warrant liability, partially offset by lower loss on debt
extinguishment and lower stock-based compensation expense. In addition, the
increase in net cash provided by operating activities was attributable to the
changes in operating assets and liabilities of $11.5 million, mainly from higher
inventory purchases, accounts receivable, advance payment for raw material
and VAT taxes receivable. The increases in net cash provided by operating
activities were offset by higher net loss of $21.0 million for the six months
ended March 31, 2009 compared to the six months ended March 31,
2008.





Net cash
used in investment activities were $0.3 million and $2.1 million for the six
months ended March 31, 2009 and 2008, respectively. The decrease of $1.8 million
in net cash used in investing activities was primarily due to lower property and
equipment acquisitions during the six months ended March 31, 2009 compared to
the six months ended March 31, 2008.





Net cash
provided by financing activities totaled $19.9 million for the six months ended
March 31, 2008. The net cash provided by financing activities of $19.9 was
mainly due to proceeds of $19.9 million in January 2008 from issuing common
stocks and warrants, net of financing cost through private equity
financing.





The
exchange rate changes on cash and cash equivalents were primarily from exchange
gains of balances held in Chinese Renminbi (RMB). The exchange rates at March
31, 2009 and 2008 were 1 U.S. dollar for RMB 6.8359 and 1 U.S. dollar for RMB
7.0190, respectively.





Our
current cash requirements are significant because, aside from our operational
expenses, we are building our inventory of silicon wafers. The average sales
price of solar modules and cost of silicon wafers, which are the primary cost of
sales for our SolarE solar modules, are currently volatile. We are uncertain of
the extent to which these will negatively affect our working capital in the near
future. A significant decrease in sale price or increase in the cost of silicon
wafers could cause us to run out of cash more quickly than our current
operational plans provide, requiring us to raise additional funds or curtail
operations.





Off-Balance
Sheet Arrangements




On August
21, 2008 the Company entered into an equity purchase agreement in which it
acquired two million shares of common stock of 21-Century Silicon, Inc., a
polysilicon manufacturer based in Dallas, Texas (“21-Century Silicon”), for $1
million in cash. The Company would acquire an additional two million shares at
the same per share price upon the first polysilicon shipment meeting the quality
specifications determined solely by the Company. The two million shares acquired
by the Company constitute approximately 7.8% of 21-Century Silicon’s outstanding
equity. The equity purchase agreement further provides that the Company would
acquire an additional two million shares upon 21-Century Silicon meeting certain
milestones. In connection with the equity purchase agreement, the Company has
also signed a memorandum of understanding with 21-Century Silicon for a
four-year supply framework agreement for polysilicon shipments. As of the date
of this report, this event has not yet happened.




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




As a
Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in
item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting
obligations and therefore are not required to provide the information requested
by this Item 3.





ITEM
4T. CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures




Management
carried out an evaluation, under the supervision and with the participation of
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures as of the end
of the period covered by this report. The evaluation was undertaken in
consultation with our accounting personnel. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are not effective to ensure that information required to
be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms because of the lack of
finance and accounting personnel with an appropriate level of knowledge,
experience and training in the application of U.S. GAAP. Accordingly, management
has determined that this control deficiency constitutes a material
weakness.




Internal
Control Over Financial Reporting





Our
management, with the participation of our Chief Executive Officer and our Chief
Financial Officer, has concluded there were no changes in our internal controls
over financial reporting that occurred during the fiscal quarter ended March 31,
2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.




26




PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




None





ITEM
1A. RISK FACTORS




There
have been no material changes in our risk factors from those disclosed in our
2008 Annual Report on Form 10-K.





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




None




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None





ITEM
5. OTHER INFORMATION




None




ITEM
6. EXHIBITS




(a)
Pursuant to Rule 601 of Regulation S-K, the following exhibits are included
herein or incorporated by reference.




2.1
              
              Agreement
      and Plan of Merger with Solar EnerTech Corp., a Nevada corporation and our
      predecessor in interest, dated August 13, 2008, incorporated by reference
      from Exhibit 2.1 to our Form 8-K filed on August 14,
  2008.3.1
              
              Certificate
      of Incorporation, incorporated by reference from Exhibit 3.1 to our Form
      8-K filed on August 14, 2008.3.2
              
              By-laws,
      incorporated by reference from Exhibit 3.2 to our Form 8-K filed on August
      14, 2008.10.1
              
              Management
      Agreement between the Company and Steve Mao Ye effective April 2, 2009,
      incorporated by reference from Exhibit 10.1 to our Form 8-K filed on April
      7, 2009.31.1
              
              Section
      302 Certification - Chief Executive Officer*31.2
              
              Section
      302 Certification - Chief Financial Officer*32.1
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 - Chief Executive
  Officer.*32.2
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 - Chief Financial
  Officer.*





* Filed
herewith.




27







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.




SOLAR
ENERTECH CORP.





Date:
      May 15, 2009
                By:
                /s/
      Steve YeSteve
      YeChief
      Financial Officer







28