UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q/A


(Amendment
No. 1)





x
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934





For the
Quarterly Period Ended May 31, 2009


Or





o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934





For the
Transition Period from __________ to __________





COMMISSION
FILE NUMBER: 000-52735





PHOTOVOLTAIC
SOLAR CELLS, INC.


(Exact
Name of Small Business Issuer as Specified in its Charter)





NEVADA
              
              20-8753132(State
      or Other Jurisdiction
              
              (IRS
      EmployerIncorporation
      or Organization)
              
              Identification
      No.)





c/o
Sichenzia Ross Friedman Ference, LLP


61
Broadway, 32 Floor


New York,
NY 10006


(Address
of principal executive offices)





(Registrant's
telephone number, including area code) (212)
930-9700





(Former
Name or Former Address, if Changed Since Last Report)





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.    xYES    
oNO





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 (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   oYES     oNO





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





Large
      Accelerated filer 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).  x    YES  
oNO








Explanatory
Note





We are
filing this Amendment No. 1 to our quarterly report on Form 10-Q (“Form 10-Q/A”)
for the quarter ended May 31, 2009 that was filed with the Securities and
Exchange Commission on July 15, 2009 (“Form 10-Q”) in order to file amended
principal executive officer and  principal financial officer
certifications originally filed as Exhibits 31.1 and 31.2 to the Form 10-Q,
which inadvertently omitted certain language referring to internal control over
financial reporting.





Except as
set forth above, no other changes have been made to the Form 10-Q, and the Form
10-Q/A does not amend, update or change any other items or disclosure found in
the Form 10-Q.  Further, the Form 10-Q/A does not reflect events that
occurred after the filing of the Form 10-Q.





ExhibitNumber
              
              Description of Document31.1*
              
              Certification
      by Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2*
              
              Certification
      by Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1*
              
              Certification
      by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2*
              
              Certification
      by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





*  Filed
herewith








SIGNATURES





In
accordance with Section 13 or 15(d) 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.





PHOTOVOLTAIC
      SOLAR CELLS, INC.Dated:
      February 17, 2010
                      By:
                      /S/ Harvey JudkowitzHarvey
      Judkowitz, Chief Executive Officer and Principal Accounting
      Officer