**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                  FORM 10-Q**

*(Mark One)*

þ     Quarterly report pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended **September 30****,        200****9**.

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: **00****1-14791**

**SOLAR ENERGY LIMITED**

(Exact name of registrantas specified in its charter)

| **Delaware**(State or other jurisdiction of                    incorporation or organization) | **76-0418364**

(I.R.S. Employer 

Identification No.) |
|-----------------------------------------------------------------------------------------------|--------------------------------------------------------|

**73200 El Paseo, Ste #2H, Palm Desert, CA 92260**

(Address of principal executive offices) (Zip Code)          

**(760) 773-1111**

(Registrant’s telephone number, including area code)

**N/A**

(Former name, former address and former fiscal year, if changedsince last report)

Indicate by check markwhether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes        þNo o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

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

At November13, 2009the number of shares outstanding of the registrant's common stock, $0.0001 par value (the only class of voting stock), was 18,423,309.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008   4   Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2009 and September 30, 2008 and the period from inception   5   Unaudited Condensed Consolidated Statements of Cash Flows for the nine months periods ended September 30, 2009 and September 30, 2008 and the period from inception  6   Condensed Notes to Consolidated Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  14  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  19  **ITEM 4T.  Controls and Procedures**  19                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  20  **ITEM 1A.  Risk Factors**  20  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  23  **ITEM 3.     Defaults upon Senior Securities**  23  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  23  **ITEM 5.     Other Information**  23  **ITEM 6.     Exhibits**  23  **Signatures**  24  **Index to Exhibits**  25 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein, the terms “Company,”“we,”“our,”“us,”“it,”and “its”refer toSolar Energy Limited, a Delawarecorporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented.        The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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| **SOLAR ENERGY LIMITED**                        |                                                |                        |         |        |   |
|-------------------------------------------------|-----------------------------------------------------|-----------------------------|--------------|-------------|--------|
| **(A Development Stage Company)**               |                                                |                        |         |        |   |
| **CONSOLIDATED BALANCE SHEETS**                 |                                                |                        |         |        |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
|                                            |                                                |                        |         |        |   | September 30, |   |   | December 31, |
|                                            |                                                |                        |         |        |   | 2009 |   |   | 2008 |
|                                            |                                                |                        |         |        |   | (Unaudited) |   |   |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| **ASSETS**                                      |                                                |                        |         |        |   |   |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| CURRENT ASSETS                                  |                                                |                        |         |        |   |
|                                            | Cash                                                |                        |         | $           | 305    |   | $ | 13,853 |
|                                            | Deposits                                            |                        |         | 2,000       |   |   | - |
|                                            | Other receivable                                    |                        | 37,833       |        |   | 37,833 |
|                                            |                                                |                        |         |        |   |   |   |   |   |
|                                            |                                                | TOTAL CURRENT ASSETS        |         | 40,138      |   |   | 51,686 |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| **TOTAL ASSETS**                                | $                                                   | 40,138                      |         | $           | 51,686 |
|                                            |                                                |                        |         |        |   |   |   |   |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIT**       |                                                |                        |         |        |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| CURRENT LIABILITIES                             |                                                |                        |         |        |   |
|                                            | Accounts payable and accrued expenses               | $                           | 117,152      |        | $      | 96,934 |
|                                            | Accrued interest - related party                    |                        | 36,923       |        |   | 27,738 |
|                                            | Advances payable                                    |                        | 454,427      |        |   | 439,842 |
|                                            | Note payable to related party                       |                        | 408,426      |        |   | 376,521 |
|                                            | Debenture payable, net of discount                  |                        | 100,000      |        |   | 100,000 |
|                                            | Accrued interest                                    |                        | 34,657       |        |   | 26,008 |
|                                            |                                                | TOTAL CURRENT LIABILITIES   |         | 1,151,585   |   |   | 1,067,043 |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| COMMITMENTS AND CONTINGENCIES                   |                                                |                        |         |        |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| STOCKHOLDERS' DEFICIT                           |                                                |                        |         |        |   |
|                                            | Common stock, 50,000,000 shares authorized; $0.0001 |                        |         |        |   |   |
|                                            | par value,18,423,309 issued and outstanding         |                        | 1,842        |        |   | 1,842 |
|                                            | Additional paid-in capital                          |                        | 13,961,491   |        |   | 13,961,491 |
|                                            | Accumulated deficit during development stage        |                        | (15,074,780) |        |   | (14,978,690) |
|                                            |                                                | TOTAL STOCKHOLDERS' DEFICIT |         | (1,111,447) |   |   | (1,015,357) |
|                                            |                                                |                        |         |        |   |   |   |   |   |
|                                            |                                                |                        |         |        |   |   |   |   |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT** | $                                                   | 40,138                      |         | $           | 51,686 |

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

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| **SOLAR ENERGY LIMITED**                          |                                          |                                    |       |     |       |               |       |              |       |          |
|---------------------------------------------------|-----------------------------------------------|-----------------------------------------|------------|----------|------------|--------------------|------------|-------------------|------------|---------------|
| **(A Development Stage Company)**                 |                                          |                                    |       |     |       |               |       |              |       |          |
| **INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS** |                                          |                                    |       |     |       |               |
|                                              |                                          |                                    |       |     |       |               |       |              |       |          |   |   |   | From Inception |
|                                              |                                          |                                    |       |     |       |               |       |              |       |          |   |   |   | (January 5, |
|                                              |                                          |                                    |       |     |       | Three Months Ended |       | Nine Months Ended |       | 1994) through |
|                                              |                                          |                                    |       |     |       | September 30,      |       | September 30,     |       | September 30, |   | September 30, |   | September 30, |
|                                              |                                          |                                    |       |     |       | 2009               |       | 2008              |       | 2009          |   | 2008 |   | 2009 |
|                                              |                                          |                                    |       |     |       | (Unaudited)        |       | (Unaudited)       |       | (Unaudited)   |   | (Unaudited) |   | (Unaudited) |
| REVENUES                                          |                                          | $                                       | -          | $        | -          | $                  | -          | $                 | -          | $             | - |
| EXPENSES                                          |                                          |                                    |       |     |       |               |       |              |       |          |   |
|                                              | General and administrative                    |                                    | 20,276     |     | 74,862     |               | 63,670     |              | 385,914    |          | 6,284,578 |
|                                              | Research and development                      |                                    | -          |     | -          |               | -          |              | 2,012      |          | 2,671,638 |
|                                              | Impairment of patents                         |                                    | -          |     | -          |               | -          |              | -          |          | 39,648 |
|                                              | Impairment of goodwill                        |                                    | -          |     | -          |               | -          |              | -          |          | 14,118 |
|                                              |                                          | TOTAL EXPENSES                          |       | 20,276   |       | 74,862             |       | 63,670            |       | 387,926       |   | 9,009,982 |
| LOSS FROM OPERATIONS                              |                                          | (20,276)                                |       | (74,862) |       | (63,670)           |       | (387,926)         |       | (9,009,982)   |
| OTHER INCOME (EXPENSES)                           |                                          |                                    |       |     |       |               |       |              |       |          |
|                                              | Other income                                  |                                    | -          |     | -          |               | -          |              | 23,685     |          | 349,886 |
|                                              | Financing costs                               |                                    | -          |     | -          |               | -          |              | -          |          | (1,477,800) |
|                                              | Gain (loss) on investments                    |                                    | -          |     | -          |               | -          |              | -          |          | 17,200 |
|                                              | Gain (loss) on sale or disposal of assets     |                                    | -          |     | -          |               | -          |              | -          |          | (10,867) |
|                                              | Gain (loss) on derivative instrument          |                                    | -          |     | -          |               | -          |              | -          |          | 29,551 |
|                                              | Gain on forgiveness of debt                   |                                    | -          |     | -          |               | -          |              | -          |          | 172,227 |
|                                              | Interest income (expense), net                |                                    | (10,321)   |     | (11,466)   |               | (32,420)   |              | (42,410)   |          | (145,202) |
|                                              | Amortization of discount on debenture payable |                                    | -          |     | -          |               | -          |              | (18,739)   |          | (29,551) |
|                                              | Gain (loss) on sale of subsidiary             |                                    | -          |     | -          |               | -          |              | -          |          | 120,711 |
|                                              |                                          | TOTAL OTHER INCOME (EXPENSE)            |       | (10,321) |       | (11,466)           |       | (32,420)          |       | (37,464)      |   | (973,845) |
| LOSS FROM CONTINUING OPERATIONS                   |                                          | (30,597)                                |       | (86,328) |       | (96,090)           |       | (425,390)         |       | (9,983,827)   |
| DISCONTINUED OPERATIONS                           |                                          |                                    |       |     |       |               |       |              |       |          |
|                                              | Gain (Loss) on discontinued operations        |                                    | -          |     | 1,062      |               | -          |              | (144,911)  |          | (5,090,953) |
| NET INCOME (LOSS)                                 | $                                             | (30,597)                                | $          | (85,266) | $          | (96,090)           | $          | (570,301)         | $          | (15,074,780)  |
|                                              | NET INCOME (LOSS) PER COMMON SHARE,           |                                    |       |     |       |               |       |              |       |          |   |
|                                              |                                          | CONTINUING OPS, BASIC & DILUTED     | $          | (0.00)   | $          | (0.00)             | $          | (0.01)            | $          | (0.02)        |   |   |
|                                              | NET INCOME (LOSS) PER COMMON SHARE,           |                                    |       |     |       |               |       |              |       |          |   |
|                                              |                                          | DISCONTINUED OPS, BASIC & DILUTED $ | 0.00       | $        | 0.00       | $                  | 0.00       | $                 | (0.01)     |          |   |
|                                              | WEIGHTED AVERAGE NUMBER OF COMMON             |                                    |       |     |       |               |       |              |       |          |
|                                              |                                          | SHARES OUTSTANDING, BASIC & DILUTED | 18,423,309 |     | 18,846,386 |               | 18,423,309 |              | 19,726,229 |          |   |

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

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| **SOLAR ENERGY LIMITED**                          |                                                            |                                                          |                                           |     |              |      |      |          |
|---------------------------------------------------|-----------------------------------------------------------------|---------------------------------------------------------------|------------------------------------------------|----------|-------------------|-----------|-----------|---------------|
| **(A Development Stage Company)**                 |                                                            |                                                          |                                           |     |              |      |      |          |
| **INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS** |                                                            |                                                          |                                           |     |              |      |
|                                              |                                                            |                                                          |                                           |     |              |      |      |          |   |   | From Inception |
|                                              |                                                            |                                                          |                                           |     |              |      |      |          |   |   | (January 5, |
|                                              |                                                            |                                                          |                                           |     | Nine Months Ended |      |      | 1994)through  |
|                                              |                                                            |                                                          |                                           |     | September 30,     |      |      | September 30, |   |   | September 30, |
|                                              |                                                            |                                                          |                                           |     | 2009              |      |      | 2008          |   |   | 2009 |
|                                              |                                                            |                                                          |                                           |     | (Unaudited)       |      |      | (Unaudited)   |   |   | (Unaudited) |
| **CASH FLOWS FROM OPERATING ACTIVITIES:**         |                                                            |                                                          |                                           |     |              |      |      |          |
|                                              | Net loss                                                        | $                                                             | (96,090)                                       |     | $                 | (425,390) |      | $             | (9,983,827) |
|                                              | Adjustments to reconcile net loss to net cash used in operating |                                                          |                                                |     |              |           |      |          |   |
|                                              | activities: (Net of Acquisition/Sale)                           |                                                          |                                                |     |              |           |      |          |   |
|                                              |                                                            | Amortization and depreciation                                 |                                           | -        |              |      | 18,739    |          |   | 242,360 |
|                                              |                                                            | Bad debt                                                      |                                           | -        |              |      | -         |          |   | 250,000 |
|                                              |                                                            | Stock issued for services                                     |                                           | -        |              |      | -         |          |   | 856,851 |
|                                              |                                                            | Services for pre-paid expense                                 |                                           | -        |              |      | -         |          |   | 169,165 |
|                                              |                                                            | (Gain) Loss on derivative                                     |                                           | -        |              |      | -         |          |   | (29,551) |
|                                              |                                                            | Stock issued for R&D expenses                             |                                           | -        |              |      | -         |          |   | 439,900 |
|                                              |                                                            | Loss on sale of assets                                        |                                           | -        |              |      | -         |          |   | (109,844) |
|                                              |                                                            | Gain on investments                                           |                                           | -        |              |      | -         |          |   | (17,199) |
|                                              |                                                            | Gain on forgiveness of debt                                   |                                           | -        |              |      | -         |          |   | (172,227) |
|                                              |                                                            | Impairment of patents and goodwill                            |                                           | -        |              |      | -         |          |   | 53,766 |
|                                              |                                                            | Financing costs                                               |                                           | -        |              |      | -         |          |   | 1,477,800 |
|                                              |                                                            | Minority interest                                             |                                           | -        |              |      | -         |          |   | (123,856) |
|                                              |                                                            | (Increase) decrease in:                                       |                                           |     |              |      |      |          |   |   |
|                                              |                                                            |                                                          | Other receivable                               |     | -                 |      |      | -             |   |   | (37,794) |
|                                              |                                                            |                                                          | Deposits                                       |     | (2,000)           |      |      | 4,720         |   |   | (26,883) |
|                                              |                                                            |                                                          | Prepaid expenses                               |     | -                 |      |      | -             |   |   | 22,500 |
|                                              |                                                            | Increase (decrease) in:                                       |                                           |     |              |      |      |          |   |   |
|                                              |                                                            |                                                          | Accounts payable                               |     | 20,218            |      |      | (112,575)     |   |   | 348,792 |
|                                              |                                                            |                                                          | Accrued expenses and other current liabilities |     | 32,419            |      |      | 13,449        |   |   | 304,296 |
|                                              |                                                            |                                                          | Deferred revenues                              |     | -                 |      |      | -             |   |   | 250,000 |
|                                              |                                                            |                                                          | Minority interest                              |     | -                 |      |      | -             |   |   | 66,120 |
|                                              |                                                            | Net cash used by continuing operating activities              |                                           | (45,453) |              |      | (501,057) |          |   | (6,019,631) |
|                                              |                                                            | Net cash provided (used) by discontinued operating activities | -                                              |     |              | (362,938) |      |          | (3,025,696) |
|                                              |                                                            | Net cash provided (used) by operating activities              |                                           | (45,453) |              |      | (863,995) |          |   | (9,045,327) |
| **CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:**  |                                                            |                                                          |                                           |     |              |      |      |          |
|                                              | Cash acquired from subsidiary                                   |                                                          | -                                              |     |              | -         |      |          | 3,291,472 |
|                                              | Cash paid for patent costs                                      |                                                          | -                                              |     |              | -         |      |          | (106,318) |
|                                              | Cash paid for property & equipment                          |                                                          | -                                              |     |              | -         |      |          | (868,572) |
|                                              | Cash paid for deposits                                          |                                                          | -                                              |     |              | -         |      |          | (4,837) |
|                                              | Cash received on sale of assets                                 |                                                          | -                                              |     |              | -         |      |          | 23,000 |
|                                              | Cash paid for notes receivable                                  |                                                          | -                                              |     |              | -         |      |          | (295,000) |
|                                              | Discontinued operations                                         |                                                          | -                                              |     |              | 1,000,000 |      |          | 1,000,749 |
|                                              |                                                            | Net cash provided by investing activities                     |                                           | -        |              |      | 1,000,000 |          |   | 3,040,494 |
| **CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:**  |                                                            |                                                          |                                           |     |              |      |      |          |
|                                              | Issued stock for cash                                           |                                                          | -                                              |     |              | -         |      |          | 3,917,469 |
|                                              | Cash received from related party notes payable and advances     |                                                          | 31,905                                         |     |              | -         |      |          | 1,722,248 |
|                                              | Cash repaid to related party notes payable and advances         |                                                          | -                                              |     |              | (123,362) |      |          | (290,500) |
|                                              | Proceeds from debenture payable                                 |                                                          | -                                              |     |              | -         |      |          | 100,000 |
|                                              | Cash received from advances by shareholders                     |                                                          | -                                              |     |              | -         |      |          | 2,044,099 |
|                                              | Cash paid on debt financing                                     |                                                          | -                                              |     |              | -         |      |          | (1,388,178) |
|                                              | Discontinued operations                                         |                                                          | -                                              |     |              | -         |      |          | (100,000) |
|                                              | Net cash provided by financing activities                       |                                                          | 31,905                                         |     |              | (123,362) |      |          | 6,005,138 |
|                                              | **NET INCREASE (DECREASE) IN CASH**                             |                                                          | (13,548)                                       |     |              | 12,643    |      |          | 305 |
| **CASH, BEGINNING OF PERIOD**                     |                                                            | 13,853                                                        |                                           |     | 67,355            |      |      | -             |
| **CASH, END OF PERIOD**                           | $                                                               | 305                                                           |                                           | $        | 79,998            |      | $         | 305           |
| **SUPPLEMENTAL CASH FLOW INFORMATION:**           |                                                            |                                                          |                                           |     |              |      |      |          |
|                                              | Interest paid                                                   | $                                                             | -                                              |     | $                 | -         |      | $             | 17,195 |
|                                              | Income taxes paid                                               | $                                                             | -                                              |     | $                 | -         |      | $             | - |

The accompanyingcondensednotes are an integral part of theseconsolidatedfinancial statements.

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**Solar Energy Limited**

**(A Development Stage Company)**

**Condensed****Notes to the****Interim****Consolidated Financial Statements**

**September 30****, 200****9**

**NOTE 1 – DESCRIPTION AND HISTORY OF BUSINESS AND BASIS OF PRESENTATION**

Solar Energy Limited (the “Company”) is adevelopment stagecompany thatis currently focusing its attention on raising capital in order to pursue its goals.

The Company was originally incorporated as Taurus Enterprises, Inc. under the laws the State of Delaware on January 5, 1994. In August of 1996, the Company merged with Salvage World, Inc., a private company, changed its name to “Salvage World, Inc.” and reincorporated in the state of Nevada. On December 17, 1997, the Company merged        with Solar Energy Limited, a Delaware corporation organized on July 24, 1997, and changed the name to “Solar Energy Limited.” The surviving corporation is a Delaware corporation and the authorized shares were changed to 50,000,000 par value $0.0001.          

These unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles        for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2008 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all        adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.          

**NOTE 2 – Summary of Significant Accounting Policies**

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally        accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.          

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. 

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**Solar Energy Limited**

**(A Development Stage Company)**

**Condensed****Notes to the****Interim****Consolidated Financial Statements**

**September 30****, 200****9**

**NOTE 2 – Summary of Significant Accounting Policies****- continued**

Derivative Instruments

ASC 815 (formerly SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”) requires businesses to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet, which is effective for the Company as of its inception. These statements establish accounting and reporting standards for derivative        instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted        transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

The Company issued convertible debt and accounts for that debt according to ASC 815. Consequently, management recognizes its convertible debt contract as containing a derivative instrument and accounts for the derivative according to generally accepted accounting principles in the U.S.

During the year ended December 31, 2006, the Company issued a debenture for a total of $100,000. The debenture included provisions for the conversion of the debt and interest into shares of the Company’s common stock or into CO2 tonneseliminated by the operations of the Company’s former        subsidiary, Planktos Corp. Since Planktos Corp. has suspendedoperations (and the Company subsequently sold Planktos Corp., see Principles of Consolidation, Note 2) the conversion into CO2 tonnes is no longer available and the debenture is accounted for as a promissory note with fixed interest. See Note 6.          

Development Stage Activities

The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915 "Development Stage Entities", which was previously Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). 

Earnings (Loss) Per Share 

The Company presents earnings per share in accordance with the ASC 260, “Earnings per Share” (formerly Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share”). Basic earnings (loss) per share includes no dilution and is computed by        dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. For the fiscal year 2008, diluted net loss per share was the same as basic net loss per share as the common stock equivalents outstanding were considered anti-dilutive. For the fiscal year 2008,        the Company had a net loss from continuing operations and net income from discontinued operations, therefore earnings per share on a fully diluted basis to include common stock equivalents is disclosed.

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**Solar Energy Limited**

**(A Development Stage Company)**

**Condensed****Notes to the****Interim****Consolidated Financial Statements**

**September 30****, 200****9**

**NOTE 2 – Summary of Significant Accounting Policies****- continued**

Earnings (Loss) Per Share- continued

As of September 30, 2009, the Company had outstanding common stock options of 500,000 and common stock warrants of 100,000. The above common stock equivalents were deemed to be antidilutive for the Company during the nine months ended September 30, 2009. 

As of December 31, 2008, the Company had outstanding common stock options of 500,000 and common stock warrants of 1,250,000. The above common stock equivalents were deemed to be antidilutive for the Company’s year end of December 31, 2008. 

Fair Value Measurements

FASB ASC 820 “Fair Value Measurements and Disclosures” (formerly SFAS No. 157, “Fair Value Measurements”) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that        would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability        shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to        transact. 

ASC 820 clarifies the definition of fair value of assets and liabilities, establishes a framework for measuring fair value of assets and liabilities and expands the disclosures on fair value measurements.  The Company adopted the methods of fair value to value its financial assets and liabilities effective January 1, 2008 and, with respect to its        non-financial assets and liabilities effective as of January 1, 2009, neither of which had a material impact on the Company’s financial statements.  ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.  ASC 820 establishes consistency and comparability by providing a fair value hierarchy that prioritizes the        inputs to valuation techniques into three broad levels, described below:

Level 1:     Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. The Company has no Level 1 assets or liabilities; and

Level 2:     Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. The Company has no Level 2 assets or liabilities; and

Level 3:     Pricing inputs that are generally unobservable inputs and not corroborated by market data which require the reporting entity to develop its own assumptions. The Company has no Level 3 assets or liabilities.

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**Solar Energy Limited**

**(A Development Stage Company)**

**Condensed****Notes to the****Interim****Consolidated Financial Statements**

**September 30****, 200****9**

**NOTE 2 – Summary of Significant Accounting Policies****- continued**

 

Principles of Consolidation

The September 30, 2009 financial statements include the accounts of Solar Energy Limited and its wholly owned subsidiaries: Hydro-Air Technologies, Inc.;Sunspring, Inc.; Renewable Energy Limited, and;D2 Fusion, Inc. All intercompany accounts and transactions have been        eliminated in the consolidation.

On November 13, 2008, the Company sold its 45,000,000 restricted shares of Planktos Corp. for $200,000 of which $125,000 in cash was received on closing and $75,000 was due within fourteen months with an option to convert into Planktos Corp. shares at $0.25 per share. These financial statements include the losses from January 1, 2008 to November        12, 2008 of Planktos Corp. and its wholly owned subsidiary, Planktos Inc.

Provision for Taxes 

The Company accounts for income taxes as outlined in the ASC 740 "Income Taxes", which was previously Financial Accounting Standards Board (FASB) Statement No. 109, ("Accounting for Income Taxes" "Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the        financial statement carrying amounts of existing assets and liabilities 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. Under Statement 109, 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. There were no        current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended September 30, 2009.

Subsequent Events 

On July 1, 2009, the Company adopted ASC 855, “Subsequent Events.” ASC 855 provides authoritative accounting and disclosure guidance for events occurring subsequent to the financial statement date. Prior to ASC 855, this subject was only addressed in the U.S. by existing auditing standards. The guidance in ASC 855 is similar to the existing        guidance found in the auditing standards with some exceptions that are not intended to result in significant changes in the accounting and disclosure for subsequent events. For the Company’s unaudited condensed consolidated financial statements and related notes as of and for the three months and nine months ended September 30, 2009 contained in this Quarterly Report on Form 10-Q, the Company has evaluated subsequent events through November 15, 2009. This date is the issuance        date of the financial statements and the date the Company’s Quarterly Report on Form 10-Q was electronically transmitted to the U.S. Securities and Exchange Commission. 

 

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**Solar Energy Limited**

**(A Development Stage Company)**

**Condensed****Notes to the****Interim****Consolidated Financial Statements**

**September 30****, 200****9**

**NOTE 2 – Summary of Significant Accounting Policies****- continued**

Recent Accounting Pronouncements

 

In September 2009, the Financial Accounting Standards Board (FASB) issued ASU2009-12, *Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).*This update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update are effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have        not been issued. The adoption of this update will have no material effect on the Company’s financial condition or results of operations.

 

In August 2009, the FASB issued ASU2009-05, *Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value*. This update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for        the fair value measurement of liabilities. The guidance provided in this update is effective for the first reporting period beginning after issuance. The adoption of this statement has hadno material effect on the Company’s financial condition or results of operations.

In June 2009, the FASB issued SFAS No. 168, *The FASB Accounting Standards Codification**TM**and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement        No. 162*, which is codified in FASB ASC 105, *Generally Accepted Accounting Principles*(“ASC 105”). ASC 105 establishes the Codification as the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and        Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoptionof ASC 105 has had no material effect on the Company’s financial condition or results of operation.

In June 2009, the FASB issued SFAS No. 167, *Amendments to FASB Interpretation No. 46(R)*(“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation        analysis under FASB ASC 810, *Consolidation*and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this update will have no material affect on the Company’s financial condition or results of operations.         

In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, *Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140*” (“SFAS 166”). This statement removes        the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities,*to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations. 

In May, 2009, FASB issued ASC 855 *Subsequent Events*which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be        issued.

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**Solar Energy Limited**

**(A Development Stage Company)**

**Condensed****Notes to the****Interim****Consolidated Financial Statements**

**September 30****, 200****9**

**NOTE 2 – Summary of Significant Accounting Policies****- continued**

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the        financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

**NOTE 3 – GOING CONCERN**

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2009, the Company had a negative working capital of $1,111,447, limited cash, no revenues,and an accumulated deficit of $15,074,780. The Company is currently seeking out a new business        opportunity that might, if successful, mitigate those factors which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans includes the following: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Company’s securities; and (3) obtaining loans and grants from various financial institutions, where possible. The financial statements do not include any adjustments        relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

**NOTE 4 – Stockholders’ Equity Transactions**

There were no transactions for the nine months ended September 30, 2009.

**NOTE 5 – Notes Payable - Related Party**

The loan from Regal RV Resorts, Inc., a shareholder, as of December 31, 2008 was $376,521 of which $175,000 is uncollateralized and bears no interest while $201,521 of the loan is uncollateralized and bears 6% per annum and is due upon demand. During the nine months ended September 30, 2009, Regal loaned the Company an additional $31,905. The        accrued interest owing on this loan at September 30, 2009 and December 31, 2008 was $36,923 and $27,738, respectively. 

**NOTE 6 – Debenture Payable**

This loan bears interest at 10% per year for a three year term. Principal and interest may be converted into common shares of the Company at an average trading price of the previous 10 days once the holder has given the Company notice of conversion. Upon such notice, the maximum conversion price is $0.75 per common share. The holder of the        debenture also had the right, at its option, to convert the principal and interest amount due into CO2 tonsat any time prior to the end of the three year term, at a rate of one United States Dollar ($1.00) per CO2 ton, subject to Company’s ability to deliver such CO2 tons at the time of conversion. During 2008, Planktos Inc. discontinued operations thus eliminating the conversion option into CO2 tons and the market price of the Company’s        common stock at year end was below the conversion price of $0.75. 

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**Solar Energy Limited**

**(A Development Stage Company)**

**Condensed****Notes to the****Interim****Consolidated Financial Statements**

**September 30****, 200****9**

**NOTE 6 – Debenture Payable****– Continued**

 

The original $100,000 debenture was discounted by $29,551 in order to reflect the derivative portion of the note. During 2008, this discount was amortized by $18,739 to the full discounted derivative portion of $29,551 when Planktos Inc. discontinued operations. The loan matured on August 31, 2009and was not        repaid;as of September 30, 2009 the Company owed $100,000 in principal and accrued interest of $34,657. 

**NOTE 7 – STOCK OPTIONS AND WARRANTS**

A summary of the Company’s warrants at September 30, 2009 and December 31, 2008 and the changes for 2009 are as follows: 

|                                                          |   |        |   | Weighted |   | Weighted   |
|---------------------------------------------------------------|--------|-------------|--------|----------|--------|------------|
|                                                          |   |        |   | Average  |   | Average    |
|                                                          |   | Warrants    |   | Exercise |   | Remaining  |
|                                                          |   | Outstanding |   | Price    |   | Life       |
|                                                          |   |        |   |     |   |       |
| Balance, December 31, 2008                                    |   | 1,250,000   |   | 0.40     |   | 0.37       |
|          Issued  |   | -           |   | -        |   | -          |
|          Expired |   | (1,150,000) |   | (0.40)   |   | -          |
|                                                          |   |        |   |     |   |       |
| Balance September 30, 2009                                    |   | 100,000     |   | $ 0.40   |   | 0.00 years |

The warrants outstanding as of September 30, 2009 expired in full on October 1, 2009.          

The Company did not issue any new stock options during the nine months ended September 30, 2009.

**NOTE 8 – DISCONTINUED OPERATIONS**

In December 2007, the Company’s former minority owned subsidiary Planktos Corp.’s wholly owned subsidiary, Planktos Inc., suspended its Iron-Fertilization Prove-Out operations, and initiated negotiations for the sale of the related assets.  Accordingly, this business component has been presented as discontinued operations within the consolidated        financial statements in accordance with ASC 205 "Presentation of Financial Statements for Discontinued Operations" and ASC 360 "Impairment or Disposal of Long-Lived Assets ( Formerly FAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets” and EITF 03-13). The gain on discontinued operations for the year ended December 31, 2008 includes Planktos Corp.’s loss from operations of $210,190 from January 1, 2008 to November 12, 2008, the recognition of        a $212,439 gain from the sale of the Weatherbird II, D2 Fusion, Inc.’s loss from operations of $34,181, and a gain of $700,000 from the cancellation of 3,500,000 shares issued in exchange for Planktos, Inc. and D2 Fusion, Inc. 

As of September 30, 2009 a cumulative loss of $5,090,953 has been recognized as a loss in discontinued operations.

**NOTE 9 – SUBSEQUENT EVENTS         **

For the period ended September 30, 2009, there were no recognizable or non recognizable subsequent events.

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

This *Management’s Discussion and Analysis of Financial Condition and Results of Operations*and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words        such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled        *Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31. All information presented herein is based on the three and nine month periods ended September 30, 2009. 

**Discussion and Analysis**

The Company’s plan of operation for the coming year is to actively pursue development stage assets and emerging businesses with which to merge or acquire. We intend to function as a business incubator for assets and businesses that focus on (i) cost-effective renewable energy sources that do not threaten the environment, and (ii) practical        solutions to mitigate the effects of traditional energy sources’ unintended consequences concerning global climate change. We will fund the process of driving emerging technologies towards commercial applications through debt or equity offerings tied to our common stock.         The Company’s plan of operation over the next twelve months will require a minimum of $100,000 to identify a suitable business opportunity for development, merger or acquisition. We have not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction. Once the Company has determined to move forward with a specific business opportunity its funding requirements will most certainly change. The Company is currently        without sufficient capital to maintain operations and relies on shareholders to satisfy minimal operational expenses. 

**Results of Operations**         During the nine month period ended September 30, 2009, the Company was focused on (i) pursuing financing commitments for its plan of operation, (ii) continuing the search for a business opportunity for development, merger or acquisition, and (iii) satisfying continuous public disclosure requirements.         The Company has not generated any revenues from inception and has discontinued operations. Since we have no current ability to generate revenue, we expect to incur losses for the foreseeable future. 

***Net Losses***         For the period from January 5, 1994 (inception) to September 30, 2009 the Company recorded a net loss of $15,074,780. Net losses for the nine months ended September 30, 2009 were $96,090 as compared to $570,301 for the nine months ended September 30, 2008. Net losses for the three months ended September 30, 2009 were $30,597 as compared to $85,266 for the three months ended September 30, 2008. The decrease in net losses over the comparative nine and three        month periods can be attributed to the fall in general and administrative expenses as the result of our discontinuation of operations related to “iron fertilization” and “cold fusion”. We expect to continue to incur net losses over the next twelve months as we seek out another business opportunity for development, merger or acquisition. 

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***Capital Expenditures***         The Company has expended no significant amounts on capital expenditures for the period from inception to September 30, 2009 except for an expenditure of approximately $800,000 on a research vessel in 2007 that has since been sold. 

***Income Tax Expense (Benefit)***         The Company may have a prospective income tax benefit resulting from a net operating loss carry-forward and start up costs that could offset future operating profits. 

***Impact of Inflation***         The Company believes that inflation has had a negligible effect on operations over the past three years. 

***Liquidity and Capital Resources***         The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and stockholders’ equity. We have been funded since inception from public or private debt or equity placements or by major shareholders in the form of loans. All of our projects have been experimental in nature and virtually all of the financing raised to date has been either allocated for or related to general and        administrative or research and the development activities.                   The Company had a working capital deficit of $1,111,447as of September 30, 2009. Our current and total assets were $40,138, consisting of cash in the amount of $305, deposits of $2,000 and a receivable related to the sale of our interest in Planktos Corp of $37,833. Our current and total liabilities as of September 30, 2009 totaled $1,151,585, which included a note payable to a related party of $408,426, advances payable of $454,427, and accounts        payable with accrued expenses of $117,152. Net stockholders' deficit in the Company was $1,111,447 as of September 30, 2009.                   Cash flow used in operating activities was $9,045,327 for the period from inception to September 30, 2009. Cash flow used in operating activities for the nine months ended September 30, 2009 was $45,453 as compared to $863,995 for the nine months ended September 30, 2008. The decrease in cash flow used in operating activities in the current period was due primarily to the decrease in net losses in combination with increases in accounts payable and accrued expenses.                   Cash flow provided by investing activities was $3,040,494 for the period from inception to September 30, 2009. Cash flow provided by investing activities for the ninemonths ended September 30, 2009 was $0 as compared to cash flow provided by investing activities of $1,000,000 for the ninemonths ended September 30, 2008. Cash flows provided by investing activities in the prior period can be attributed to the sale        of a research vessel. 

Cash flow provided by financing activities was $6,005,138for the period from inception to September 30, 2009. Cash provided by financing activities for the ninemonths ended September 30, 2009 was $31,905as compared to cash used in        financing activities of $123,362for the ninemonths ended September 30, 2008. Cash flow provided by financing activities in the current ninemonth period can be attributed to related party loans and advances.          

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The Company’s current assets are insufficient to conduct its plan of operation over the next twelve months and we will have to seek additional debt or equity financing to fund operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding        is available or available to the Company on acceptable terms. The Company’s shareholders would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. The Company’s inability to obtain funding has had a material adverse affect on our plan of operation and will continue to diminish our efforts.                   The Company does not expect to pay cash dividends in the foreseeable future.                   The Company had no lines of credit or other bank financing arrangements.                   The Company has no defined benefit plan or contractual commitment with any of its officers or directors.         The Company has no current plans for the purchase or sale of any plant or equipment.                   The Company currently has no employees and has no plans to hire any employees in the near future. 

***Off Balance Sheet Arrangements***         As of September 30, 2009, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders. 

***Critical Accounting Policies***         In the notes to the audited consolidated financial statements for the year ended December 31, 2008 included in the Company’s Form 10-K, the Company discussed those accounting policies that are considered to be significant in determining the results of operations and our financial position. We believe that the accounting principles utilized by us conform to accounting principles generally accepted in the United States of America.                   The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical        experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under differentassumptions or conditions. 

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***Going Concern***         The Company’s auditor’s expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of recurring losses, lack of revenue-generating activities and an accumulated deficit of $14,978,690 as of December 31, 2008. Our accumulated deficit increased to $15,074,780 as of September 30, 2009. The Company’s ability to continue as a going concern is subject to our ability to obtain funding from outside        sources. Management’s plan to address our ability to continue as a going concern, include: (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of our securities; (iii) generating revenues from the development of a business opportunity through acquisition or merger; and (iv) obtaining loans and grants from various financial institutions, where possible. Although management believes that it will be able to obtain the necessary        funding to allow us to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. 

***Forward Looking Statements and Factors That May Affect Future Results and Financial Condition***         The statements contained in the section titled *Management’s Discussion and Analysis of Financial Condition and Results of Operations*, with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable to the forward looking statements made in this current report Forward looking statements reflect our current expectations        and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:           

|  | ·      | the sufficiency of existing capital resources; |
|--|----------------------------------------|------------------------------------------------|

|  | ·      | our anticipated financial performance; |
|--|----------------------------------------|----------------------------------------|

|  | ·      | our ability to raise additional capital to fund cash requirements for future operations; |
|--|----------------------------------------|------------------------------------------------------------------------------------------|

|  | ·      | uncertainties related to the development of our technologies; |
|--|----------------------------------------|---------------------------------------------------------------|

|  | ·      | the volatility of the stock market; and |
|--|----------------------------------------|-----------------------------------------|

|  | ·      | general economic conditions. |
|--|----------------------------------------|------------------------------|

We wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled *Risk Factors*included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than is required by law. 

***Stock-Based Compensation***         

**The Company hasadopted Accounting Standards Codification Topic (“ASC”) 718, formerly SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an        enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.**

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**We account for equity instruments issued in exchange for the receipt of goods or services from other than employeesin accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated        fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.**

***Recent Accounting Pronouncements***         

In September 2009, the Financial Accounting Standards Board (FASB) issued ASU2009-12, *Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).*This update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update are effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have        not been issued. The adoption of this update will have no material effect on the Company’s financial condition or results of operations.

In August 2009, the FASB issued ASU2009-05, *Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value*. This update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall,        for the fair value measurement of liabilities. The guidance provided in this update is effective for the first reporting period beginning after issuance. The adoption of this statement has hadno material effect on the Company’s financial condition or results of operations.

In June 2009, the FASB issued SFAS No. 168, *The FASB Accounting Standards Codification**TM**and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement        No. 162*, which is codified in FASB ASC 105, *Generally Accepted Accounting Principles*(“ASC 105”). ASC 105 establishes the Codification as the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and        Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoptionof ASC 105 has had no material effect on the Company’s financial condition or results of operation.

In June 2009, the FASB issued SFAS No. 167, *Amendments to FASB Interpretation No. 46(R)*(“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments significantly affect the overall consolidation        analysis under FASB ASC 810, *Consolidation*and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this update will have no material affect on the Company’s financial condition or results of operations.                                    

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In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, *Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140*” (“SFAS 166”). This statement removes        the concept of a qualifying special-purpose entity Statement 140 and removes the exception from applying Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities,*to qualifying special-purpose entities. SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS        No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.           

In May, 2009, FASB issued ASC 855 *Subsequent Events*which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be        issued.

**ITEM 3.****     ****QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required. 

**ITEM 4T.****     ****CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures***         In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed        to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.                   Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief        financial officer, to allow timely decisions regarding required disclosures. 

***Changes in Internal Control over Financial Reporting***         There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended September30, 2009, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 

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**PART II – OTHER INFORMATION**

**ITEM 1.****     ****LEGAL PROCEEDINGS**

 

Legal proceedings were initiated by Mary Ruth Ladd against the Company, Planktos Corp. and certain individuals affiliated to the Company on October 3, 2007 in the Superior Court of the State of California, County of San Francisco in connection with allegations of discrimination and retaliation against a whistle blower, wrongful termination,        fraud, breach of contract, wrongful business acts and intentionally causing injury in the workplace. The claim seeks $58,280 in lost wages in addition to certain employee benefits and punitive damages. The Company has retained counsel to respond to these allegations and denies any liability for these alleged causes of action.

**ITEM 1****A****.****     RISK FACTORS         **

The Company’s operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our        securities. 

**Risks Related to the Company’s Business**

***The C******ompany’s ability to continue as a going concern is in question***

The Company’s auditors included an explanatory statement in Note 2 of their report of financial statements for the years ended December 31, 2008 and 2007, stating that there are certain factors which raise substantial doubt about the Company’s ability to continue as a going concern. These factors include alack of        revenue generating activities in place and losses since inception.

***We have a history of significant operating losses and such losses may continue in the future***         Since our inception in 1994, our operations have resulted in a continuation of losses and an accumulated deficit of$15,074,780 at September 30, 2009. The Company has never realized revenue from operations. We expect tocontinue to incur operating losses as we seek ways toidentify additional business opportunities while maintaining operations and satisfying public disclosure        obligations. Should we be unable to transition current losses to future profits by developing or acquiring a revenueproducing business, our ability to maintain operations will be severely compromised. 

***Our business will not******be profitable in the next twelve months and may never be profitable.*** 

All of our research and development operations are currently suspended and as such we have no expectation of realizing profitable operations within the next twelve monthsor ever. Any possibility of future profit from operations is highly speculative.

***The Company’s limited financial re******sources cast severe doubt on its******ability to******develop******or******acquire******a profitable business opportunity.*** 

The Company’s future operation is dependent upon the development or acquisition of a profitable business opportunity. However, the prospect of such development oracquisition is doubtful due to the Company’s limited financial resources. Further, due to the suspension of all research and development        activities, the Company is not in a favorable position to improve itsfinancial condition through debt or equity offerings. Ultimately, this limitation may cause us to cease operations.

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***Our limited financial resources cast severe doubt on our ability to pursue our business plan of incubating new business opportunities.***

The Company’s future operation is dependent upon its ability to realize sufficient financing to incubate business opportunities through merger or acquisition. We cannot be certain that financing for our intended purpose will be forthcoming. Our inability to finance new business opportunities will prevent us from developing our business plan        and may act as a deterrent in any future negotiations with merger or acquisition candidates. Should the Company be unable to realize financing and develop what might become a profitable business opportunity, it will, in all likelihood, be forced to cease operations.

**Risks Related to the Company’s Stock**

***The C******ompany will need to raise additional capital to fund operations which could adversely affect our shareholders***

The Company will need to raise additional capital. However, we have no commitment from any source of financing to provide us with this necessary additional capital. Should we secure a commitment to provide us with capital such commitment may obligate us to issue additional shares of the Company’s common stock or warrants or other rights to        acquire common stock which will result in dilution to existing shareholders. Nonetheless, if we are unable to obtain additional capital, then we will need to restrict or even cease operations, which action would adversely affect our shareholders.

***The market for our stock is limited and our stock price may be volatile.***

        The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to        day.         

***We incur significant expenses as a result of******the Sarbanes-Oxley Act of 2002******, which******expenses may continue to******negatively impact our        financial performance.***         We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002,as discussed in the following risk factor, hassubstantially        increased our expenses, including legal and accounting costs, and madesome activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the point of having a material adverse effect on our results of operations and financial condition.

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***Our internal controls over financial reporting may not be considered effective******in the future******, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock        price.***

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we arerequired to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of        the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. If we are unable to continue to assert that our internal controls are effective, ourinvestors could lose confidence in the accuracy and completeness of our financial reports, which in turn could        cause our stock price to decline.

***The Company’******s shareholders may face significant restrictions on their stock.***

The Company’s stock differs from many stocks in that it is a “penny stock.” The Commission has adopted a number of rules to regulate “penny stocks” including, but not limited to, those rules from the Securities Act as follows:         

3a51-1     which defines penny stock as, generally speaking,those securities which are not listed on either NASDAQ or a national securities exchange and are priced under $5, excluding securities of issuers that have net tangible assets greater than $2 million if they have been in operation at least        three years, greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;

15g-1     which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2      which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3      which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4      which explains that compensation of broker/dealers must be disclosed;

15g-5      which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6      which outlines that broker/dealers must send out monthly account statements; and

15g-9     which defines sales practice requirements. 

 

Since the Company’s securities constitute a “penny stock” within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, they may affect the ability of shareholders to sell their securities in any market that may develop; the rules themselves may limit the        market for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may        fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patterns include:                                     

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|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.          

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

None.

**ITEM 5.     OTHER INFORMATION         **

None.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 25of this Form 10-Q, and are incorporated herein by this reference.

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**SIGNATURES**

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

***Solar Energy Limited                              Date***

/s/ Michael James Gobuty                         Date: November 13,2009

Michael James Gobuty

Chief Executive Officer, Chief Financial Officer, 

Principal Accounting Officer and Director

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**INDEX TO EXHIBITS**

***Exhibit     Description***

3(i) *      Articles of Incorporation (incorporated by reference to the Company’s Form 10-SB filed with the Securities and Exchange Commission on January 28, 1999).

3(ii) *      By-laws (incorporated herein by reference to the Company’s Form 10-SB filed with the Commission on January 28, 1999).

10(i) *     Stock Purchase Agreement dated April 27, 2004 between Renewable Energy Limited, Los Alamos Renewable Energy , LLC, Renewable Energy Corporation and the Company (incorporated by reference to the Company’s Form 10-QSB filed with the Securities and Exchange Commission on August 24, 2004).

10(ii) *     Acquisition Agreement with Planktos, Inc., dated August 10, 2005 (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 19, 2005).

10(iii) *     Acquisition Agreement with D2Fusion Inc., dated August 18, 2005 (incorporated by reference to the Company’s Form 8-K filed with the Commission on August 19, 2005).

10(iv) *     Iron-Fertilization Prove-Out and Purchase Agreement with Planktos Corp. (formerly Diatom Corporation), dated August 18, 2005 (incorporated by reference to the Company's Form 8-K filed with the Commission on August 19, 2005).

10(v) *     Consulting Agreement with Bay Cove Capital Corp. dated December 1, 2005 (incorporated by reference to the Company's Form 10-QSB filed with the Commission on August 12, 2007).

10(vi) *     Securities Exchange Agreement and Plan of Exchange with Planktos Corp. (formerly Diatom Corporation) dated January 12, 2007 (incorporated by reference to the Company’s Form 8-K filed with the Commission on January 19, 2007).

10(vii) *     Amendment to Consulting Agreement with Bay Cove Capital Corp. dated May 1, 2007(incorporated by reference to the Company's Form 10-QSB filed with the Commission on August 12, 2007).

10(viii) *     Securities Exchange Agreement and Plan of Exchange with Enwin Resources, Inc. dated May 31, 2007 (incorporated by reference to the Company’s Form 8-K filed with the Commission on June 4, 2007).

10(ix) *     Release and Settlement Agreement with Russ George dated February 22, 2008 (incorporated by reference to the Company’s Form 8-K filed with the Commission on March 21, 2008).

14*          Code of Ethics adopted March 30, 2004 (incorporated herein by reference to Form 10-KSB dated April 1, 2004).

21*          Subsidiaries(incorporated herein by reference to Form 10-Kdated April 15, 2009).

31      Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32     Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(attached).

      *      Incorporated by reference to previous filings of the Company.

               

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