United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                    For the Quarter ended September 30, 2001

                         Commission File Number: 1-30060

                              Solar Energy Limited

Delaware                                                              76-0418364
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

112  C  Longview  Drive,  Los  Alamos,  New  Mexico                        87544
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (505)  672-2000


As  of  November  9,  2001,  1,315,391  shares  of  Common Stock were issued and
outstanding.


Transitional  Small  Business  Disclosure  Format  (check one): yes [ ]   no [X]


                          PART I: FINANCIAL INFORMATION

                          Item 1. Financial Statements.

     The  financial  statements,  for  the  three  months  and nine months ended
September  30,  2001, included herein have been prepared by the Company, without
audit  pursuant  to  the  rules  and  regulations of the Securities and Exchange
Commission.  Certain  information  and footnotes disclosure normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted  pursuant  to  such  rules  and
regulations,  although the Company believes that the disclosures are adequate to
make  the  information  not  misleading.

             The Remainder of this Page is Intentionally left Blank

                                        1
<PAGE>

                               SOLAR ENERGY LIMITED
                          (a Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                     September 30,    December 31,
                   ASSETS                                2001           2000
-------------------------------------------------------------------------------
                                                      (Unaudited)
<S>                                                  <C>           <C>
 Current Assets
   Cash and Cash Equivalents. . . . . . . . . . . .  $    39,494   $    38,331
   Employee Advance . . . . . . . . . . . . . . . .        1,345         1,384
   Other Current Assets . . . . . . . . . . . . . .          218           206
                                                     ------------  ------------
     Total Current Assets . . . . . . . . . . . . .       41,057        39,921
 Property and Equipment, Net. . . . . . . . . . . .       29,611        35,610
 Other Assets
   Patent Costs . . . . . . . . . . . . . . . . . .       47,040        48,534
   Goodwill . . . . . . . . . . . . . . . . . . . .       21,118        33,328
   Deposits . . . . . . . . . . . . . . . . . . . .        4,837         4,837
                                                     ------------  ------------
     Total Other Assets . . . . . . . . . . . . . .       72,995        86,699
   Total Assets . . . . . . . . . . . . . . . . . .  $   143,663   $   162,230
                                                     ============  ============
 LIABILITIES AND STOCKHOLDERS EQUITY
 Current Liabilities
   Accounts Payable . . . . . . . . . . . . . . . .  $   204,800   $   166,089
   Accrued Liabilities. . . . . . . . . . . . . . .       52,923        64,292
   Advances . . . . . . . . . . . . . . . . . . . .       43,750             -
   Notes Payable - Related Party. . . . . . . . . .    1,006,956       749,156
   Current Portion of Long Term Liabilites. . . . .      104,480             -
                                                     ------------  ------------
     Total Current Liabilities. . . . . . . . . . .    1,412,909       979,537
 Long Term Liabilities
   Notes Payable. . . . . . . . . . . . . . . . . .      122,890       100,000
   Less:  Current Portion of Long Term Liabilities.     (104,480)            -
                                                     ------------  ------------
     Total Long Term Liabilities. . . . . . . . . .       18,410       100,000
 Minority Interest. . . . . . . . . . . . . . . . .      112,620       135,625
 Stockholders' Equity
   Common Stock, authorized 50,000,000 shares
   of $.0001 par value, issued and outstanding
   1,315,391 shares . . . . . . . . . . . . . . . .          132         1,315
   Additional Paid in Capital . . . . . . . . . . .    1,798,380     1,797,197
   Deficit Accumulated During the Development Stage   (3,198,788)   (2,851,444)
                                                     ------------  ------------
     Total Stockholders Equity. . . . . . . . . . .   (1,400,276)   (1,052,932)
   Total Liabilities and Stockholders Equity. . . .  $   143,663   $   162,230
                                                     ============  ============
</TABLE>

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

                                        2
<PAGE>

                               SOLAR ENERGY LIMITED
                          (a Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                      Three Months Ending       Nine Months Ending
                                         September 30             September 30
                                      2001         2000         2001         2000
                                   -----------  -----------  -----------  -----------
<S>                                <C>          <C>          <C>          <C>
 NET SALES. . . . . . . . . . . .  $        -   $        -   $        -   $        -
 COST OF SALES
   GROSS PROFIT . . . . . . . . .           -            -            -            -
 OPERATING EXPENSES
   General and Administrative . .     172,353       40,808      350,861      164,806
   Research and Development . . .           -      192,880            -      552,353
                                   -----------  -----------  -----------  -----------
     Total Operating Expenses . .     172,353      233,688      350,861      717,159
                                   -----------  -----------  -----------  -----------
       Operating Loss . . . . . .    (172,353)    (233,688)    (350,861)    (717,159)
 OTHER INCOME (EXPENSE)
   Gain on Sale of Investment . .           -            -            -       17,200
   Minority Interest. . . . . . .       7,574            -       23,005            -
   Interest Income (Expense). . .     (19,874)         528      (19,487)       4,011
                                   -----------  -----------  -----------  -----------
     Total Other Income (Expense)     (12,300)         528        3,518       21,211

 NET INCOME (LOSS). . . . . . . .  $ (184,653)  $ (233,160)  $ (347,343)  $ (695,948)
                                   ===========  ===========  ===========  ===========

 NET INCOME (LOSS) PER SHARE. . .  $    (0.14)  $    (0.18)  $    (0.26)  $    (0.53)
                                   ===========  ===========  ===========  ===========

 WEIGHTED AVERAGE COMMON SHARES .   1,315,391    1,315,391    1,315,391    1,315,391
                                   ===========  ===========  ===========  ===========
</TABLE>

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

                                        3
<PAGE>

                               SOLAR ENERGY LIMITED
                          (a Development Stage Company)
                       CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             Nine Months Ending
                                                               September 30
                                                             2001        2000
                                                          ----------  ----------
<S>                                                       <C>         <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss) . . . . . . . . . . . . . . . . . .  $(347,343)  $(695,948)
   Adjustments to Reconcile Net Loss to Net Cash
     Provided by Operations:
       Depreciation and Amortization . . . . . . . . . .     24,708      21,476
       Minority Interest . . . . . . . . . . . . . . . .    (23,005)
       Gain on Sale of Investment. . . . . . . . . . . .    (17,200)
     Change in Assets and Liabilities
        Increase (Decrease) in:
         Accounts Payable. . . . . . . . . . . . . . . .     38,711      17,964
         Accrued Expenses. . . . . . . . . . . . . . . .    (11,369)     15,412
       (Increase) Decrease in:
         Employee Advances . . . . . . . . . . . . . . .         39           -
         Prepaid Expenses. . . . . . . . . . . . . . . .        (12)          -
                                                          ----------  ----------
   Net Cash Provided (Used) by Operating Activities. . .   (318,271)   (658,296)
   Cash Flows From Investing Activities
     Purchase of Property and Equipment. . . . . . . . .          -     (27,761)
     Cash Paid for Patent Costs. . . . . . . . . . . . .     (5,006)     (4,721)
     Cash Paid for Deposits. . . . . . . . . . . . . . .       (300)
     Cash Received on Sale of Subsidiary . . . . . . . .    180,000
                                                          ----------
       Net Cash Provided (Used) by Investing Activities.     (5,006)    147,218
   Cash Flows from Financing Activities
     Proceeds from Advances. . . . . . . . . . . . . . .     43,750           -
     Proceeds from Debt Financing. . . . . . . . . . . .    280,690     288,970
                                                          ----------  ----------
       Net Cash Provided (Used) by Financing Activities.    324,440     288,970
   Net Increase (Decrease) in Cash and Cash Equivalents.      1,163    (222,108)
   Cash and Cash Equivalents - Beginning . . . . . . . .     38,331     263,371
   Cash and Cash Equivalents - Ending. . . . . . . . . .  $  39,494   $  41,263
                                                          ==========  ==========
   Cash Paid For:
     Interest. . . . . . . . . . . . . . . . . . . . . .  $       -   $       -
     Income Taxes. . . . . . . . . . . . . . . . . . . .  $       -   $       -
</TABLE>

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

                                        4
<PAGE>


SOLAR  ENERGY  LIMITED
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
September  30,  2001

NOTE  1.  BASIS  OF FINANCIAL STATEMENT PRESENTATION. The accompanying unaudited
condensed  consolidated  financial  statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and  footnote  disclosures  normally included in financial
statements  prepared in accordance with generally accepted accounting principles
have  been  condensed  or omitted in accordance with such rules and regulations.
The  information  furnished  in  the  interim  condensed  consolidated financial
statements  include  normal  recurring adjustments and reflects all adjustments,
which,  in  the  opinion of management, are necessary for a fair presentation of
such  financial  statements.  Although  management  believes the disclosures and
information presented are adequate to make the information not misleading, it is
suggested  that these interim condensed consolidate financial statements be read
in  conjunction  with  the  Company's  most recent Annual Report on Form 10-KSB.
Operating  results  for  the  nine  months  ended  September  30,  2001  are not
necessarily  indicative  of the results that may be expected for the year ending
December  31,  2001.

NOTE  2.  AGREEMENTS. On July 13, 2001, the Company entered into an agreement to
sell  100%  of its wholly owned subsidiary, Sunspring, Inc., to Hyaton Organics,
Inc.  (Hyaton).  This transaction was later modified to also include the sale of
the  assets  of  its majority owned subsidiary, Renewable Energy Limited. Hyaton
has  agreed  to  issue  10,000,000 shares of its common stock to the Company and
will provide no less than $1,000,000 of working capital to Sunspring, Inc. As of
the  date  of  filing of this quarterly report this transaction has not yet been
finalized.

NOTE  3.  STOCKHOLDER'S  EQUITY.  On  July 16, 2001, the Board authorized a 10:1
reverse  split  of  the  Company's common stock. These financial statements have
been  retroactively  restated  to  reflect  the  reverse  split.

On  September  12,  2001,  the  Board authorized the conversion of $1,006,956 of
related  party  long-term  debt  to  common  stock.

NOTE  4.  SUBSEQUENT  EVENT.  As of the date of filing of this quarterly report,
$406,956 of the related party long-term debt had been converted to common stock.

                                        5
<PAGE>

              Item 2. Discussion and Analysis or Plan of Operation.

     We are a research and development company with no revenues and no immediate
source  or  expectation  of  revenue  generation.  We have had no revenues since
inception.  We  have  been funded by our shareholder investors. Virtually all of
the  funding/working  capital raised to date has been allocated for research and
development  of  our  several prototype projects and to the administrative costs
associated with the ongoing requirements of maintaining operations. All projects
developed  by  us  are  experimental  in nature and are recorded as research and
development  expenses  and  general and administrative expenses related thereto.

 (a)  Plan  of  Operation  for  the next twelve months. Our Plan of Operation is
unchanged  from  the  last  Form  10-QSB  for the period ended June 30, 2001. We
continue  to  be  primarily  focused  on  three  projects.  These  projects  are
summarized  as  follows:

      (1)  SOLAREC.  Renewable  Energy  Limited  (REEL),  our  majority  owned
subsidiary,  wholly  owns  this  patented  project.  Continued  testing  of  the
prototype  project  has  taken  place  and results remain positive. Solarec is a
concept  that  uses only solar energy plus carbon dioxide from the atmosphere to
commercially  manufacture  a  clean  fuel  with  electricity as a byproduct. Our
immediate  goal  is  to  build  a  larger working prototype such that commercial
quantities  of  pristine  fuels can be produced. This project is delayed pending
funding.  On  September  12, the Board of Directors approved permission to allow
REEL  to  sell  100%  of  the  shares  of  Renewable  Energy  Corp.

      (2)  H2ONOWO. This second project is owned by our wholly owned subsidiary,
Sunspring, Inc. This project involves the use of solar energy to produce potable
water  from sea or brackish water through a process of desalination. Our goal is
to  develop facilities whereby fresh water can be produced at a cost of $.50 per
1000  gallons  or less which would be suitable for drinking and also inexpensive
enough  to  be  used  for agricultural purposes. We have built a small prototype
facility and performed successful testing and our next goal is to build a larger
full-scale  prototype  that  would  produce marketable quantities of water. This
project  has  been  delayed  due  to  lack  of  funding.  However,  we  have had
discussions  with  a  major  corporation or other investment entities that would
involve  them  providing  the  capital  needed  to  develop  this project. These
discussions  are preliminary and it is much too early to speculate as to whether
we  will  be  able  to  successfully  reach  an  agreement.

     On  July  13, 2001, we entered into an agreement to sell 100% of our wholly
owned  subsidiary,  Sunspring, Inc., to Hyaton Organics, Inc. in exchange for 10
million  shares  of  stock in Hyaton to us. Hyaton has agreed to provide no less
than  $1,000,000  of  working  capital  to  Sunspring. This amount of money plus
commitments to provide additional funds if certain conditions are met will allow
Sunspring  to  further  the  development  of  Sunspring's patent pending process
called  H2O  NOW.  This  agreement  was  approved  by  the Board of Directors on
September  12, 2001. The transaction is subject to compliance with Section 14 of
the  Securities  Exchange  Act  of  1934,  and  formal  shareholder  approval.

      (3)  MECH. Our third project is a patent pending concept for an engine (or
compressor)  that  functions with rolling friction rather than sliding friction,

                                        6
<PAGE>

thus  operating  at  a much greater efficiency than conventional motors. We have
not  advanced this project as far as we would have liked over the last 6 months,
again  due  to  lack  of  funding,  but we have received grant funds from the US
Department  of  Agriculture  in order to advance work on a solar irrigation pump
using  the  MECH  engine.  This  work  is  currently  ongoing.

      (4)  Cash Requirements and of Need for additional funds, twelve months. We
have  depended  on  and  continue  to  depend  on  support  from  our  principal
shareholders  to  cover  cash shortfalls. There is no binding agreement by which
these  or  any  shareholders, lenders or new investors are committed to continue
funding  our  research and development. While our shareholders have indicated no
lack  of continuing support, if our required funding is not provided, we may not
be  able  to  continue  as a going concern. We are seeking between from $3 to $5
million  dollars  of capital in order to meet our budgetary requirements for the
furtherance of our projects over the next 12 months. If our requirements are not
met  in  full,  it  may  slow  down  our research and development and reduce our
expectations  as  to  how  soon  we  might  achieve  profitability.

      (5)  Summary  of  Product  Research  and  Development. Please refer to the
information  provided  in our Form 10-KSB filed for the year ending December 31,
2000  and  to  the  present  discussion  which briefly updates that information.

      (6)  Expected  purchase  or sale of plant and significant equipment. None.

      (7)  Expected  significant  change  in  the  number  of  employees.  None.

 (b)  Discussion  and Analysis of Financial Condition and Results of Operations.
We  are  a research and development company with no revenues since inception and
no  immediate source or expectation of revenue generation. Expenses for the nine
months  ending  September  30,  2001 were less than the same period in the prior
year  only  because we lacked funds to further our projects in the current year.
This  discussion  is  the  same for the comparable three month periods ending in
September.  We  note  that expenses were reduced during the present quarter as a
further  result  of  reimbursements  received  from the FDA in the form of grant
money in support of a project involving the MECH technology described above. The
total amount received from the FDA during the quarter was approximately $30,000.



                           PART II: OTHER INFORMATION


Item  1.  Legal  Proceedings.  None

Item  2.  Changes  in  Securities.  On July 16, 2001 we announced a 10:1 reverse
stock  split.  This  split  applied  to  shares  owned of record at the close of
business on July 19, 2001. The effective date for the split was July 20, 2001. A
mandatory  share  exchange was required to affect the reverse split. Pursuant to
the  mandatory  share  exchange,  the  symbol  of  Solar Energy changed to SLRE.

Item  3.  Defaults  on  Senior  Securities.  None

                                        7
<PAGE>

Item  4.  Submission  of  Matters  to  Vote  of  Security  Holders.  None

Item  5.  Other  Information.

Item  6.  Exhibits  and  Reports  on  Form  8-K.  None




                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-QSB  Report  for  the Quarter ended September 30, 2001, has been signed
below  by  the  following person on behalf of the Registrant and in the capacity
and  on  the  date  indicated.


Dated:  November  13,  2001


                              Solar Energy Limited





/s/Dr. Melvin L. Prueitt          /s/Anthony R. Tucker
   Dr.  Melvin  L.  Prueitt          Anthony R. Tucker
   Chairman/Director                 Accountant

                                        8
<PAGE>