---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A

(Mark One)

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

For the quarter endedMarch 31, 2007OR

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

For the transition period from __________ to ______________

Commission File Number333-120926

SOLAR ENERTECH CORP.(Exact name of registrant as specified in its charter)

|Nevada                         | 98-0434357         
|------------------------------ | -------------------
|State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization  | Identification No.)

1600 Adams DriveMenlo Park, CA
94025(Address of principal executive offices) (Zip Code)

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ x ] No [ ]

Number of shares outstanding of registrant's class of common stock
  as of June 27, 2007:78,807,012

Transitional Small Business Disclosure Format (Check one): [ ]
Yes [x] No

---

|Table of Contents    
|---------------------
|                     
|                     
|                     
|PART I               
|                     
|FINANCIAL INFORMATION
|ITEM 1.              
|ITEM 2.              
|ITEM 3.              
|                     
|PART II              
|                     
|OTHER INFORMATION    
|ITEM 1.              
|ITEM 2.              
|ITEM 3.              
|ITEM 4.              
|ITEM 5.              
|ITEM 6.              
|SIGNATURES           

---

FORWARD-LOOKING STATEMENTS

This report on Form 10-QSB contains forward-looking statements,
in particular in our Plan of Operation that relate to our current expectations
and views of future events. These statements relate to events that involve known
and unknown risks, uncertainties and other factors, which may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements.

In some cases, these forward-looking statements can be
identified by words or phrases such as may, will, expect, anticipate,
aim, estimate, intend, plan or planned believe, potential,
continue, is/are likely to, hope or other similar expressions. We have
based these forward-looking statements largely on our current expectations and
projections about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy and financial
needs.

These forward-looking statements include, among other things,
statements relating to:

|• | our expectations regarding the worldwide demand for electricity
      and the market for solar energy;                                                 
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|• | our beliefs regarding the effects of environmental regulation,
      lack of infrastructure reliability and long-term fossil fuel supply constraints;  
|• | our beliefs regarding the inability of traditional fossil fuel-based
      generation technologies to meet the demand for electricity;                 
|• | our beliefs regarding the importance of environmentally friendly
      power generation;                                                               
|• | our expectations regarding governmental support for the deployment
      of solar energy;                                                              
|• | our beliefs regarding the acceleration of adoption of solar
      technologies;                                                                        
|• | our beliefs regarding the competitiveness of PV products;                                                                                              
|• | our expectations regarding the creation and development of
      our manufacturing capacity;                                                           
|• | our expectations with respect to revenue and sales and our
      ability to achieve profitability resulting from increases in production
      volumes;
|• | our expectations with respect to our ability to secure raw
      materials in the future;                                                              
|• | our future business development, results of operations and
      financial condition; and                                                              
|• | competition from other manufacturers of PV products and conventional
      energy suppliers.                                                           

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING
STATEMENTS

The forward-looking statements made in this report on Form
10-QSB/A relate only to events or information as of the date on which the
statements are made in this report on Form 10-QSB/A. Except as required by law,
we undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise,
after the date on which the statements are made or to reflect the occurrence of
unanticipated events. You should read this report and the documents that we
reference in this report, including documents referenced by incorporation,
completely and with the understanding that our actual future results may be
materially different from what we expect or hope.

EXPLANATORY NOTE

This Quarterly Report on Form 10-QSB/A is being filed as amendment
  No. 1 to the Quarterly Report on Form 10-QSB of Solar Enertech Corporation for
  the fiscal quarter ended March 31, 2007, which was filed with the Securities
  and Exchange Commission (the "SEC") on May 18, 2007. On April 23, 2007, we filed
  a Registration Statement on Form SB-2. We have received review comments from
  the SEC and herein amend select disclosures to comply with disclosure requirements.
  We have changed the presentation in the statement of operations to include the
  interest income as part of the loss from continuing operations, and have made
  some changes to disclosure in note 2 and note 5. Additionally, we have made
  some changes in the disclosures of our Plan of Operations.

Additionally, in June 2007, our subsequent evaluation of the
  convertible notes contracts entered in March 2007 resulted in a determination
  that a redemption privilege giving the counterparty the right to require the
  Company to redeem the shares upon the occurrence of certain triggering events,
  one of which was outside of the control of the Company, did result in an embedded
  derivative requiring derivative accounting. Derivative accounting was determined
  to be appropriate because the embedded derivative contract is not already accounted
  for at fair value, is not clearly and closely associated with the host contract
  and it would be a derivative pursuant to paragraphs 6-11 of SFAS 133 if it were
  a free standing instrument. The effect of the changes related to accounting
  for the issues described above on our statement of operations for the quarter
  and six months period ended March 31, 2007 were an increase in net loss of $1,235,446.
  Basic loss attributable to common shareholders for the quarter ended March 31,
  2007 was$ (0.02) per share and for the six months ended March 31, 2007 was $(0.03)
  per share. Loss per share was increased by $(0.01) per share for the quarter
  and six months ended March 31, 2007.

This Amended Report on Form 10-QSB/A does not attempt to modify
or update any other disclosures set forth in the Form 10-QSB previously filed or
discuss any other developments after the respective date of that filing except
to reflect the effects of the restatements described above, except as otherwise
specifically identified herein. Please refer to the Company's Form 10-KSB and
two Forms 10-KSB/A for the fiscal year ended September 30, 2006 filed with the
SEC since December 28, 2006.

Page 2

---

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

|                                                     | Page  
|---------------------------------------------------- | ------
|                                                     | Number
|Consolidated Balance
      Sheets                    | 4     
|Consolidated Statements of Operations                | 5     
|Consolidated Statement of
      Stockholders Equity | 6     
|Consolidated Statement of Cash Flows                 | 7     
|Notes to the
      Consolidated Financial Statements | 8     

Page 3

---

|Solar Enertech Corp.       
|---------------------------
|A Development Stage Company
|Consolidated Balance Sheets
|(Unaudited)                

|                                                                 |   | March 31,   |   |   | September 30, |  
|---------------------------------------------------------------- | - | ----------- | - | - | ------------- | -
|                                                                 |   | 2007        |   |   | 2006          |  
|                                                                 |   | (Restated)  |   |   | (Restated)    |  
|ASSETS                                                           |   |             |   |   |               |  
|                                                                 |   |             |   |   |               |  
|Current assets:                                                  |   |             |   |   |               |  
|Cash and cash equivalents                                        | $ | 14,398,617  |   | $ | 2,798,957     |  
|Prepaid expenses and advances                                    |   | 2,270,834   |   |   | 40,577        |  
|Inventory                                                        |   | 1,228,396   |   |   | -             |  
|Current portion of deferred financing
      costs                |   | 605,937     |   |   | -             |  
|Total current assets                                             |   | 18,503,784  |   |   | 2,839,534     |  
|                                                                 |   |             |   |   |               |  
|Fixed assets, net of accumulated depreciation                    |   | 215,166     |   |   | 18,751        |  
|Plant being developed for own use                                |   | 2,953,695   |   |   | 790,036       |  
|Deferred financing costs                                         |   | 2,771,864   |   |   | -             |  
|Deposits                                                         |   | 512,935     |   |   | 572,416       |  
|                                                                 |   |             |   |   |               |  
|Total assets                                                     | $ | 24,957,444  |   | $ | 4,220,737     |  
|                                                                 |   |             |   |   |               |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                             |   |             |   |   |               |  
|                                                                 |   |             |   |   |               |  
|Current liabilities:                                             |   |             |   |   |               |  
|Accounts payable and accrued liabilities                         | $ | 379,715     |   | $ | 64,766        |  
|Accounts payable and accrued liabilities,
      related parties  |   | 11,760      |   |   | 58,168        |  
|Demand note payable to a related party                           |   | 450,000     |   |   | 450,000       |  
|Demand notes payable                                             |   | 700,000     |   |   | 600,000       |  
|Derivative liabilities                                           |   | 1,235,446   |   |   | -             |  
|Deferred revenues                                                |   | 778,233     |   |   | -             |  
|Total current liabilities                                        |   | 3,555,154   |   |   | 1,172,934     |  
|                                                                 |   |             |   |   |               |  
|Convertible notes, net of discount                               |   | 282,558     |   |   | -             |  
|                                                                 |   |             |   |   |               |  
|Total liabilities                                                |   | 3,837,712   |   |   | 1,172,934     |  
|                                                                 |   |             |   |   |               |  
|STOCKHOLDERS' EQUITY:                                            |   |             |   |   |               |  
|Capital stock                                                    |   |             |   |   |               |  
|Common - 200,000,000 shares authorized
      at $0.001 par value |   |             |   |   |               |  
|78,807,012 and 76,307,012
      shares issued and outstanding    |   |             |   |   |               |  
|at December 31, 2006 and September 30,
      2006, respectively  |   | 78,807      |   |   | 76,307        |  
|Additional paid in capital                                       |   | 32,011,003  |   |   | 11,537,454    |  
|Other comprehensive loss                                         |   | 6,258       |   |   | (3,995        | )
|Deficit accumulated during development
      stage               |   | (10,976,336 | ) |   | (8,561,963    | )
|Total stockholders' equity                                       |   | 21,119,732  |   |   | 3,047,803     |  
|                                                                 |   |             |   |   |               |  
|Total liabilities and stockholders' equity                       | $ | 24,957,444  |   | $ | 4,220,737     |  

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

Page 4

---

|Solar Enertech Corp.                 
|-------------------------------------
|A Development Stage Company          
|Consolidated Statements of Operations
|(Unaudited)                          
|For the Periods Ended                

|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|-------------------------------------- | - | ---------------------------- | - | - | ----------- | -------------------------- |  | - | -------------- | -------------- | -
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|                                       |   | Three months ended March 31, |   |   |             | Six months ended March 31, |  |   |                | March 31, 2007 |  
|Revenue                                |   | 2007(Restated)               |   |   | 2006        |                            |  |   | 2007(Restated) |                |  
|Sales                                  | $ | 3,208                        |   |   |             |                            |  | $ | 3,208          |                |  
|Cost of sales                          |   | (5,958                       | ) |   |             |                            |  |   | (5,958         | )              |  
|Gross loss                             |   | (2,750                       | ) |   |             |                            |  |   | (2,750         | )              |  
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|Operating Expense                      |   |                              |   |   |             |                            |  |   |                |                |  
|Selling and general & administrative   |   | 321,096                      |   |   |             |                            |  |   | 727,859        |                |  
|Research & development                 |   | 3,986                        |   |   |             |                            |  |   | 105,784        |                |  
|Operating expense                      |   | 325,082                      |   |   |             |                            |  |   | 833,643        |                |  
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|Other (expense) income                 |   |                              |   |   |             |                            |  |   |                |                |  
|Interest income                        |   | 6,393                        |   |   |             |                            |  |   | 12,820         |                |  
|Interest expense                       |   | (355,354                     | ) |   |             |                            |  |   | (355,354       | )              |  
|Loss on derivative liabilities         |   | (1,235,446                   | ) |   |             |                            |  |   | (1,235,446     | )              |  
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|Loss from continuing operations        | $ | (1,912,239                   | ) |   |             |                            |  | $ | (2,414,373     | )              |  
|Loss from discontinuing operations     |   |                              |   | $ | (14,428     | )                          |  |   |                |                | $
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|Net loss                               | $ | (1,912,239                   | ) | $ | (14,428     | )                          |  | $ | (2,414,373     | )              | $
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|Net loss per share - basic and diluted |   |                              |   |   |             |                            |  |   |                |                |  
|Continuing operations                  | $ | (0.02                        | ) | $ | (0.00       | )                          |  | $ | (0.03          | )              | $
|Discontinuing operations               |   | -                            |   |   | -           |                            |  |   | -              |                |  
|                                       |   |                              |   |   |             |                            |  |   |                |                |  
|Weighted Average Shares Outstanding    |   | 78,807,012                   |   |   | 111,627,782 |                            |  |   | 77,982,836     |                |  

Page 5

---

|Solar Enertech Corp.                                                
|--------------------------------------------------------------------
|A Development Stage Company                                         
|Consolidated Statement of Shareholders' Equity
      (Unaudited)    
|For the period from July 7, 2004 [Inception] to March
      31, 2007

|                                                   |  |              |   |   |         |   |   | Additional    |   |   | Other          |   |   | Accumulated   |   |   | Total      |  
|-------------------------------------------------- |  | ------------ | - | - | ------- | - | - | ------------- | - | - | -------------- | - | - | ------------- | - | - | ---------- | -
|                                                   |  | Common Stock |   |   | Paid-In |   |   | Comprehensive |   |   | Deficit during |   |   | Stockholders' |  
|                                                   |  | Number       |   |   | Amount  |   |   | Capital       |   |   | Income         |   |   | Development   |   |   | Equity     |  
|                                                   |  |              |   |   |         |   |   |               |   |   |                |   |   | Stage         |   |   |            |  
|                                                   |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|Balances, at inception                             |  | -            |   | $ | -       |   | $ | -             |   | $ | -              |   | $ | -             |   | $ | -          |  
|Stock issued for cash                              |  | 101,200,000  |   |   | 101,200 |   |   | (78,200       | ) |   |                |   |   |               |   |   | 23,000     |  
|Net loss from inception (July 7, 2004)
      to    |  |              |   |   |         |   |   |               |   |   |                |   |   | (2,701        | ) |   | (2,701     | )
|September 30,
      2004                           |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|                                                   |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|Balances, September 30, 2004                       |  | 101,200,000  |   |   | 101,200 |   |   | (78,200       | ) |   | -              |   |   | (2,701        | ) |   | 20,299     |  
|Stock issued for cash                              |  | 35,200,000   |   |   | 35,200  |   |   | 44,800        |   |   |                |   |   |               |   |   | 80,000     |  
|Net loss for the year ended September 30,          |  |              |   |   |         |   |   |               |   |   |                |   |   | (47,706       | ) |   | (47,706    | )
|2005                                               |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|                                                   |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|Balances, September 30, 2005                       |  | 136,400,000  |   |   | 136,400 |   |   | (33,400       | ) |   | -              |   |   | (50,407       | ) |   | 52,593     |  
|Stock returned to treasury (no cost) in            |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|connection with                                    |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|change of control                                  |  | (63,699,988  | ) |   | (63,700 | ) |   | 63,700        |   |   |                |   |   |               |   |   | -          |  
|Stock issued for cash                              |  | 3,607,000    |   |   | 3,607   |   |   | 3,603,393     |   |   |                |   |   |               |   |   | 3,607,000  |  
|Stock based compensation                           |  |              |   |   |         |   |   | 7,872,637     |   |   |                |   |   |               |   |   | 7,872,637  |  
|Imputed interest on related party note             |  |              |   |   |         |   |   | 31,124        |   |   |                |   |   |               |   |   | 31,124     |  
|Currency translation adjustment                    |  |              |   |   |         |   |   |               |   |   | (3,995         | ) |   |               |   |   | (3,995     | )
|Net loss for the year ended September
      30,    |  |              |   |   |         |   |   |               |   |   |                |   |   | (8,511,556    | ) |   | (8,511,556 | )
|2006 (Restated)                                    |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|                                                   |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|Balances, September 30, 2006 (Restated)            |  | 76,307,012   |   |   | 76,307  |   |   | 11,537,454    |   |   | (3,995         | ) |   | (8,561,963    | ) |   | 3,047,803  |  
|Stock issued for cash, net of offering
      costs |  | 2,500,000    |   |   | 2,500   |   |   | 1,076,830     |   |   |                |   |   |               |   |   | 1,079,330  |  
|Imputed interest on related party note             |  |              |   |   |         |   |   | 22,438        |   |   |                |   |   |               |   |   | 22,438     |  
|Stock based compensation                           |  |              |   |   |         |   |   | 27,416        |   |   |                |   |   |               |   |   | 27,416     |  
|Convertible debentures                             |  |              |   |   |         |   |   | 17,300,000    |   |   |                |   |   |               |   |   | 17,300,000 |  
|Deferred financing costs                           |  |              |   |   |         |   |   | 2,046,865     |   |   |                |   |   |               |   |   | 2,046,865  |  
|Currency translation adjustment                    |  |              |   |   |         |   |   |               |   |   | 10,253         |   |   |               |   |   | 10,253     |  
|Net loss for the period ended March
      31,      |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|2007(Restated)                                     |  |              |   |   |         |   |   |               |   |   |                |   |   | (2,414,373    | ) |   | (2,414,373 | )
|                                                   |  |              |   |   |         |   |   |               |   |   |                |   |   |               |   |   |            |  
|Balances, March 31, 2007 (Restated)                |  | 78,807,012   |   | $ | 78,807  |   | $ | 32,011,003    |   | $ | 6,258          |   | $ | (10,976,336   | ) | $ | 21,119,732 |  

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

Page 6

---

|Solar Enertech Corp.                 
|-------------------------------------
|A Development Stage Company          
|Consolidated Statements of Cash Flows
|(Unaudited)                          
|For the Periods Ended                

|                                                                     |   | Six
      months ended |   |   | Cumulative from July           |  
|-------------------------------------------------------------------- | - | ---------------------- | - | - | ------------------------------ | -
|                                                                     |   | March 31,              |   |   | **7, 2004(Inception) to** **** |  
|                                                                     |   | 2007                   |   |   | 2006                           |  
|                                                                     |   | (Restated)             |   |   |                                |  
|Cash Flows from Operating Activities                                 |   |                        |   |   |                                |  
|Net loss                                                             | $ | (2,414,373             | ) | $ | (21,041                        | )
|Adjustments to reconcile net loss to
      net cash used             |   |                        |   |   |                                |  
|in operating activities:                                             |   |                        |   |   |                                |  
|Depreciation                                                         |   | 8,832                  |   |   | 1,198                          |  
|Amortization of deferred financing costs                             |   | 19,112                 |   |   | -                              |  
|Stock based compensation                                             |   | 27,416                 |   |   | -                              |  
|Interest and discount on convertible notes                           |   | 282,558                |   |   |                                |  
|Loss on derivate liabilities                                         |   | 1,235,446              |   |   |                                |  
|Changes in:                                                          |   |                        |   |   |                                |  
|Prepaid expenses                                                     |   | (2,229,363             | ) |   | -                              |  
|Due from related party                                               |   | -                      |   |   | -                              |  
|Inventory                                                            |   | (1,228,396             | ) |   | -                              |  
|Other assets                                                         |   | 72,089                 |   |   |                                |  
|Deferred revenue                                                     |   | 778,233                |   |   | -                              |  
|Accounts payable and accrued expenses                                |   | 316,376                |   |   | 5,809                          |  
|Accounts payable
      and accrued expenses, related parties         |   | (45,127                | ) |   | -                              |  
|Cash used in operating activities                                    |   | (3,177,197             | ) |   | (14,034                        | )
|                                                                     |   |                        |   |   |                                |  
|Cash flows from Investing Activities:                                |   |                        |   |   |                                |  
|Acquisition of equipment                                             |   | (204,834               | ) |   | -                              |  
|Leasehold improvements - plant                                       |   | (2,123,819             | ) |   | -                              |  
|Cash used in investing activities                                    |   | (2,328,653             | ) |   | -                              |  
|                                                                     |   |                        |   |   |                                |  
|Cash flows from Financing Activities:                                |   |                        |   |   |                                |  
|Proceeds from note payables                                          |   | 100,000                |   |   | -                              |  
|Proceeds from advances from a related
      party                    |   | -                      |   |   | -                              |  
|Proceeds from convertible notes, net of offering costs               |   | 15,949,952             |   |   |                                |  
|Proceeds from issue of common stock,
      net of offering costs     |   | 1,079,330              |   |   | -                              |  
|Cash provided by financing activities                                |   | 17,129,282             |   |   | -                              |  
|                                                                     |   |                        |   |   |                                |  
|Effect of exchange rates on cash                                     |   | (23,772                | ) |   | -                              |  
|                                                                     |   |                        |   |   |                                |  
|Net Increase in Cash                                                 |   | 11,599,660             |   |   | (14,034                        | )
|Cash, Beginning of Period                                            |   | 2,798,957              |   |   | 48,401                         |  
|                                                                     |   |                        |   |   |                                |  
|Cash, End of Period                                                  | $ | 14,398,617             |   | $ | 34,367                         |  
|SUPPLEMENTAL DISCLOSURES:                                            |   |                        |   |   |                                |  
|Cash paid for:                                                       |   |                        |   |   |                                |  
|Income tax                                                           | $ | -                      |   | $ | -                              |  
|Interest                                                             | $ | -                      |   | $ | -                              |  
|                                                                     |   |                        |   |   |                                |  
|Non-cash investing and financing
      activities:                   |   |                        |   |   |                                |  
|Capitalized financing costs - fair value of warrants                 | $ | 1,937,364              |   | $ | -                              |  
|Capitalized interest related to leasehold
      improvements - plant | $ | 22,438                 |   | $ | -                              |  
|Discount on convertible notes                                        | $ | 17,300,000             |   | $ | -                              |  

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

Page 7

---

|SOLAR ENERTECH CORP.                      
|------------------------------------------
|A Development Stage Company               
|Notes to Consolidated Financial Statements
|March 31, 2007 (Unaudited)                

NOTE 1  BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of
Solar Enertech Corp. have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited consolidated financial statements and notes thereto contained in Solar
Enertech's Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
consolidated financial statements for fiscal 2006 as reported elsewhere in this
Form 10-QSB have been omitted.

NOTE 2  SIGNIFICANT ACCOUNTING POLICIES

Inventory

Inventories consist of silicon and photovoltaic cells and other
component material are valued at lower of cost (first-in, first-out) or market.
Management provides a reserve to reduce inventory to its net realizable value.
Certain factors could impact the realizable value of inventory, so management
continually evaluates the recoverability based on assumptions about customer
demand and market conditions. The evaluation may take into consideration
expected demand, new product development, the effect new products might have on
the sale of existing products, product obsolescence, and other factors. The
reserve or write-down is equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less favorable than those
projected by management, additional inventory reserves or write-downs may be
required.

Beneficial Conversion Feature

When Solar Enertech issues a debt or equity instrument which is
convertible into common stock at a discount from the common stock market price
at the date the debt or equity is issued, a beneficial conversion feature for
the difference between the closing price and the conversion price multiplied by
the number of shares issuable upon conversion is recognized under EITF 98-5 and
EITF 00-27. The beneficial conversion feature is presented as a discount to the
related debt or a dividend to the related equity, with an offsetting amount
increasing additional paid-in capital.

Derivative Financial Instruments

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

Solar Enertech hired an independent valuation expert to
determine the fair values of derivatives. Valuations derived from this model are
subject to ongoing internal and external verification and review. The model uses
market-sourced inputs such as interest rates, exchange rates and option
volatilities. Selection of these inputs involves management's judgment and may
impact net income.

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

NOTE 3  FINANCIAL INSTRUMENTS

Credit risk

Solar Enertech maintains cash deposits with financial
institutions, which from time to time may exceed federally insured limits. Solar
Enertech has not experienced any losses in connection with these deposits and
believes it is not exposed to any significant credit risk from cash. At March
31, 2007, Solar Enertech had approximately $14,000,000 in excess of insured
limits.

Page 8

---

Fair values

Solar Enertech has various financial instruments, including
cash and cash equivalents, receivables, accounts payable and accrued liabilities
and amounts due to or from a related party. Unless otherwise noted, these
monetary assets and liabilities are stated at amounts that approximate their
fair values.

Foreign exchange risk

Solar Enertech may be subject to significant currency risk due
to the fluctuations of exchange rates between the Chinese Renminbi and the
United States dollar.

NOTE 4  INVENTORY

|At March 31, 2007, inventory consists of: |   |           | 
|----------------------------------------- | - | --------- | 
|Raw materials                             | $ | 475,169   | 
|Goods in transport                        |   | 365,574   | 
|Low value consumption goods               |   | 480       | 
|Work in progress                          |   | 386,855   | 
|Finished products                         |   | 318       | 
|                                          | $ | 1,228,396 | 

Inventory is shown net of zero reserves for slow moving and
obsolete inventory at March 31, 2007.

NOTE 5  NOTE PAYABLE

On January 24, 2007, Solar Enertech borrowed $100,000 from a
third party under a demand note with interest at 10% per year. Accrued interest
on this note of $1,808 is included in accrued liabilities on the consolidated
balance sheet.

NOTE 6  CONVERTIBLE NOTES

On March 7, 2007, Solar Enertech entered into a securities purchase
  agreement to issue up to $17,300,000 of secured convertible notes. Accordingly,
  during the quarter ended March 31, 2007, Solar Enertech sold units consisting
  of:

- $5,000,000 in principal amount of Series A Convertible Notes and warrants
  to purchase 7,246,377 shares of its common stock;
- $3,300,000 in principal amount of Series B Convertible Notes and warrants
  to purchase 5,789,474 shares of its common stock, and;
- $9,000,000 in principal amount of Series B Convertible Notes and warrants
  to purchase 15,789,474 shares of its common stock.

These notes bear interest at 6% per annum and are due in 2010.
The principal amount of the Series A Convertible Notes may be converted at the
rate of $0.69 per share for a total of 7,246,377 shares of common stock (which
amount does not include shares of common stock that may be issued for the
payment of interest). The exercise price of the Series A Warrants is $1.21 per
share. The principal amount of the Series B Convertible Notes may be converted
at the rate of $0.57 per share for a total of 5,789,474 shares of common stock.
The exercise price of the Series B Warrants is $0.90 per share.

In relation to these offerings, Solar Enertech paid $1,038,000
in commissions, an advisory fee of $173,000, other fees and expenses of $84,025.

Solar Enertech analyzed these instruments for derivative
accounting consideration under SFAS 133 and EITF 00-19, and determined that the
notes contain two potential derivative features, the basic conversion option and
a redemption privilege accruing to the holder if certain conditions exist. We
determined that derivative accounting for the basic conversion feature is not
required as the conversion feature meets one of the exclusions to the scope of
SFAS No. 133 in that the contract is (1) issued or held by the reporting entity,
(2) indexed to the entitys own stock, and (3) classified in stockholders
equity in the entitys balance sheet.

Subsequent evaluation of the contract resulted in a determination
  that a redemption privilege giving the counterparty the right to require the
  Company to redeem the shares upon the occurrence of certain triggering events,
  one of which was outside of the control of the Company, did result in an embedded
  derivative requiring derivative accounting. Derivative accounting was determined
  to be appropriate because the embedded contract derivative is not already accounted
  for at fair value, is not clearly and closely associated with the host contract
  and it would be a derivative pursuant to paragraphs 6-11 of SFAS 133 if it were
  a free standing instrument.

Page 9

---

Note that this determination was made on June 25, 2007,
subsequent to the filing of the Form 10Q for the quarter ended March 31, 2007
and requires Solar Enertech to file an amended 10QSB and restatement of its
financial statements as a result of this issue. See restatement disclosures in
Note 9.

Additionally, Solar Enertech also analyzed these financial
instruments and determined that SFAS 150 was not applicable because these
instruments are not mandatorily redeemable, do not embody an unconditional
obligation to repurchase Solar Enertechs equity shares requiring settlement
through the transfer of assets, is not indexed to such an obligation and does
not embody a conditional obligation to repurchase Solar Enertechs shares
requiring settlement in a variable number of shares.

Because the conversion prices of these notes are below the
market trading price of Solar Enertech's common stock when the notes were
issued, a Beneficial Conversion Feature was created. The convertible notes were
fully discounted at time of issuance and the entire amount of $17,300,000 has
been recorded to additional paid-in capital. This discount is being amortized to
interest expense over the stated term of the notes. At March 31, 2007, Solar
Enertech accreted $282,558 of the discount in relation to the notes, and has
accrued $51,863 in interest payable in relation to the notes.

The proceeds from the notes have been discounted for the
beneficial conversion feature. All discounts will be amortized over the life of
the notes. As of March 31, 2007, the stock has not been issued. A summary of the
notes is as follows:

|Gross proceeds from notes                  | $ | 17,300,000  |  
|------------------------------------------ | - | ----------- | -
|Less: beneficial conversion feature        |   | (17,300,000 | )
|Add: amortization of discounts             |   | 282,558     |  
|Carrying amount of notes on March 31, 2007 | $ | 282,558     |  

NOTE 7  EQUITY TRANSACTIONS

Common stock issued for cash

In November 2006, Solar Enertech sold 2,500,000 units at $0.60
per unit, for net proceeds of $1,500,000. Each unit consisted of one common
share and one common share purchase warrant entitling the holder to acquire an
additional common share at an exercise price of $1.00, expiring November 28,
2007. In March 2007, Solar Enertech paid $420,000 to its placement agent as the
commission.

Warrants

Summary information regarding warrants is as follows:

|                     |  |               |  |  |                        |  |   |          |  |  |                      |  |  |                  |  |   | Weighted | 
|-------------------- |  | ------------- |  |  | ---------------------- |  | - | -------- |  |  | -------------------- |  |  | ---------------- |  | - | -------- | 
|                     |  |               |  |  |                        |  |   |          |  |  |                      |  |  | Weighted Average |  |   | Average  | 
|                     |  | # of Warrants |  |  |                        |  |   | Exercise |  |  | Number Outstanding   |  |  | Remaining        |  |   | Exercise | 
|                     |  | Issued        |  |  | Expiry                 |  |   | Price    |  |  | as at March 31, 2007 |  |  | Contractual Life |  |   | Price    | 
|Issued, 05-May-06 to |  | 6,107,000     |  |  | 30-Apr-07 to 29-Nov-07 |  | $ | 1.00     |  |  | 6,107,000            |  |  |                  |  |   |          | 
|29-Nov-06            |  |               |  |  |                        |  |   |          |  |  |                      |  |  |                  |  |   |          | 
|Issued, 07-Mar-07    |  | 7,246,377     |  |  | 7-Mar-12               |  | $ | 1.21     |  |  | 7,246,377            |  |  |                  |  |   |          | 
|Issued, 07-Mar-07    |  | 507,247       |  |  | 7-Mar-12               |  | $ | 0.69     |  |  | 507,247              |  |  |                  |  |   |          | 
|Issued, 20-Mar-07    |  | 21,578,949    |  |  | 20-Mar-12              |  | $ | 0.90     |  |  | 21,578,949           |  |  |                  |  |   |          | 
|Issued, 20-Mar-07    |  | 1,510,528     |  |  | 20-Mar-12              |  | $ | 0.57     |  |  | 1,510,528            |  |  |                  |  |   |          | 
|                     |  | 36,950,101    |  |  |                        |  |   |          |  |  | 36,950,101           |  |  | 4.21 years       |  | $ | 0.96     | 

The relative fair value of the warrants amounted to $1,106,000
and was estimated using the Black-Scholes stock price valuation model with the
following assumptions: i) Expected share price volatility of 80.21%; ii) Risk
free interest rate of 4.5%; iii) Expected weighted average life  1 year; and
iv) No dividend yield.

Options

Summary information regarding options is as follows:

Page 10

---

|                               |  |            |  |  |           |  |   |          |  |  |            |  |  |             |  |  | Options Outstanding | 
|------------------------------ |  | ---------- |  |  | --------- |  | - | -------- |  |  | ---------- |  |  | ----------- |  |  | ------------------- | 
|                               |  |            |  |  |           |  |   |          |  |  |            |  |  |             |  |  | Weighted            | 
|                               |  |            |  |  |           |  |   |          |  |  |            |  |  | Number      |  |  | Average             | 
|                               |  | # of       |  |  |           |  |   |          |  |  |            |  |  | Outstanding |  |  | Remaining           | 
|                               |  | Options    |  |  |           |  |   | Exercise |  |  |            |  |  | as at March |  |  | Contractual         | 
|                               |  | Granted    |  |  | Expiry    |  |   | Price    |  |  | Exercised  |  |  | 31, 2007    |  |  | Life (year)         | 
|Granted to Leo Young, March 1, |  | 36,000,000 |  |  | 10-Feb-10 |  | $ | 0.0001   |  |  | 10,750,000 |  |  | 25,250,000  |  |  | 2.71                | 
|2006                           |  |            |  |  |           |  |   |          |  |  |            |  |  |             |  |  |                     | 
|                               |  |            |  |  |           |  |   |          |  |  |            |  |  |             |  |  |                     | 
|Granted to Frank Fang Xie,     |  | 1,500,000  |  |  | 10-Feb-10 |  | $ | 0.0001   |  |  | -          |  |  | 1,500,000   |  |  | 0.16                | 
|March 1, 2006                  |  |            |  |  |           |  |   |          |  |  |            |  |  |             |  |  |                     | 
|                               |  |            |  |  |           |  |   |          |  |  |            |  |  |             |  |  |                     | 
|                               |  | 37,500,000 |  |  |           |  |   |          |  |  | 10,750,000 |  |  | 26,750,000  |  |  | 2.87 years          | 

The options held by Mr. Young include 14,250,000 which were
exercisable as of March 31, 2007. All of the options held by Mr. Xie were
exercisable as of March 31, 2007.

The fair value of the options granted under the option
agreements was estimated at $7,902,253 using the Black-Scholes stock price
valuation model with the following assumptions: i) Expected share price
volatility of 80.21%; ii) Risk free interest rate of 4.65%; iii) Expected
weighted average life - 4 years; and iv) No dividend yield.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Capital investments

Pursuant to a joint research and development laboratory
agreement with Shanghai University, dated December 15, 2006 and expiring on
December 15, 2016, Solar Enertech is committed to fund the establishment of
laboratories and completion of research and development activities, as follows:

|            |   | Minimum     | 
|----------- | - | ----------- | 
|Fiscal Year |   | Capital     | 
|Ending      |   | Investments | 
|            |   |             | 
|2007        | $ | 1,454,167   | 
|2008        |   | 999,888     | 
|2009        |   | 827,493     | 
|2010        |   | 943,860     | 
|2011        |   | 245,662     | 
|            |   |             | 
|            | $ | 4,471,070   | 

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

Expenditures under his agreement will be accounted for as
research and development expenditures under Statement of Financial Accounting
Standard #2  Accounting for Research and Development Costs and expensed as
incurred.

NOTE 9 - RESTATEMENTS

Solar Enertech recently determined that it did not account for
a derivative liability related to its convertible notes payable in its
previously issued financial statements as of and for the quarter ended March 31,
2007 as more fully described in Note 7

Our consolidated financial statements for the period from
inception (July 7, 2004) through March 31, 2007 have been restated for the
changes described above. The impact of the adjustments relating to these
transactions on the consolidated balance sheet as of March 31, 2007 and the
statements of operations for the three months ended March 31, 2007 and the
period from inception (July 7, 2004) through March 31, 2007 are summarized
below:

Page 11

---

|                                                           |   | As Previously |   |   |            |   |   |             |  
|---------------------------------------------------------- | - | ------------- | - | - | ---------- | - | - | ----------- | -
|                                                           |   | Reported      |   |   | Adjustment |   |   | As Restated |  
|Balance Sheet                                              |   |               |   |   |            |   |   |             |  
|Derivative liability                                       | $ | -             |   | $ | 1,235,446  |   | $ | 1,235,446   |  
|Deficit accumulated during development
      stage         |   | (9,740,890    | ) |   | (1,235,446 | ) |   | (10,976,336 | )
|                                                           |   |               |   |   |            |   |   |             |  
|                                                           |   |               |   |   |            |   |   |             |  
|Statement of Operations                                    |   |               |   |   |            |   |   |             |  
|For six months ended March 31, 2007                        |   |               |   |   |            |   |   |             |  
|Loss on derivative liabilities                             |   | -             |   |   | 1,235,446  |   |   | 1,235,446   |  
|Net loss                                                   |   | (1,178,927    | ) |   | (1,235,446 | ) |   | (2,414,373  | )
|                                                           |   |               |   |   |            |   |   |             |  
|Weighted Average Shares Outstanding                        |   | 73,666,329    |   |   | 73,666,329 |   |   | 73,666,329  |  
|Net loss per share - Continuing operations                 | $ | (0.01         | ) | $ | (0.02      | ) | $ | (0.03       | )
|                                                           |   |               |   |   |            |   |   |             |  
|Statement of Operations                                    |   |               |   |   |            |   |   |             |  
|From inception (July 7, 2004) through March
      31, 2007 |   |               |   |   |            |   |   |             |  
|Loss on derivative liabilities                             |   | -             |   |   | 1,235,446  |   |   | 1,235,446   |  
|Net loss                                                   |   | (9,740,890    | ) |   | (1,235,446 | ) |   | (10,976,336 | )

Item 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

We have not generated any revenues from products, services or
operations since the inception of our company. The foregoing analysis should be
read jointly with the financial statements, related notes, and the cautionary
statement regarding forward-looking statements, which appear elsewhere in this
filing.

GENERAL

Solar Enertech Corporation (formerly Safer Residence
Corporation) (Solar or the Company) was incorporated under the laws of the
state of Nevada on July 7, 2004, and was engaged in a variety of businesses
until March 2006, when it began its current operations as a photovoltaic solar
energy cell (PV Cell) manufacturer. Effective February 27, 2006, the Company
forward split its issued common shares on the basis of forty-four new shares for
one old share. The number of shares referred to in these consolidated financial
statements has been restated wherever applicable, except where noted, to give
retroactive effect on the forward stock split.

The retroactive restatement of the issued common shares is
required by the Securities and Exchange Commissions Staff Accounting Bulletin
No. 1, Topic 4(c). The number of common shares outstanding pre-forward stock
split was 1,652,273, and after giving effect to the forward split, the
outstanding common shares totaled 72,700,012.

On March 1, 2006, the Company authorized the increase of its
authorized capital stock from 75,000,000 common shares with a par value of
$0.001 to 200,000,000 common shares with a par value of $0.001. The amendment to
its articles of incorporation increasing its authorized capital stock has been
filed with the Nevada Secretary of State.

On April 7, 2006, the Company changed its name to Solar
Enertech Corp. to reflect its engaging in the business of the solar energy
technology.

The Companys goal is to maximize its value through
manufacturing and distribution of PV Cells in China and California. The
Company's current focus is in establishing a sophisticated 42,000-square-foot
manufacturing and research facility in Shanghai's Jinqiao Modern Science and
Technology Park. Solar plans to invest in PV cell research to develop higher
efficiency cells and put the results of that research to use immediately in its
manufacturing processes. The Company has also established a marketing,
purchasing and distribution arm in Northern California's Silicon Valley. The
Company currently has no other operations.

The Companys future operations are dependent upon the
identification and successful completion of additional long-term or permanent
equity financing, the support of creditors and shareholders, and, ultimately,
the achievement of profitable operations. There can be no assurances that we
will be successful, which would in turn significantly affect our ability to roll
out our business plan. If not, we will likely be required to reduce operations
or liquidate assets. We will continue to evaluate our projected expenditures
relative to our available cash and to seek additional means of financing in
order to satisfy our working capital and other cash requirements.

RESULTS OF OPERATIONS

The following discussion of the plan of operation, financial
condition, results of operations, cash flows and changes in financial position
of our Company should be read in conjunction with our audited consolidated
financial statements and notes filed on Form 10-KSB on December 28, 2006 and our
restated consolidated financial statements and notes filed on Form 10-KSB/A on
April 18, 2007.

Page 12

---

Limited Operating History

There is limited historical financial information about our company
  upon which to base an evaluation of our future performance. Our company has
  yet to generate revenues from operations. We cannot guarantee that we will be
  successful in our business. We are subject to risks inherent in a fast growing
  company, including limited capital resources, possible delays in product development
  and manufacturing, and possible cost overruns due to price and cost increases.
  There is no assurance that future financing will be available to our company
  on acceptable terms. Additional equity financing could result in dilution to
  existing shareholders.

We have financed our operations since inception primarily through
  private sales of securities. As of March 31, 2007, we had approximately $14.4
  million in cash, and working capital of $14.9million.

Three and six month periods ended March 31, 2007

The following table sets forth our consolidated statements of
operations for the three and six month period ended March 31, 2007.

|                                          |   | Three month |   |   | Six month   |  
|----------------------------------------- | - | ----------- | - | - | ----------- | -
|                                          |   | ended March |   |   | ended March |  
|                                          |   | 31, 2007    |   |   | 31, 2007    |  
|                                          |   | (Restated)  |   |   | (Restated)  |  
|                                          |   |             |   |   |             |  
|Revenues                                  |   |             |   |   |             |  
|Sales                                     | $ | 3,208       |   | $ | 3,208       |  
|Cost of goods sold                        |   | (5,958      | ) |   | (5,958      | )
|Gross loss                                |   | (2,750      | ) |   | (2,750      | )
|                                          |   |             |   |   |             |  
|Expenses                                  |   |             |   |   |             |  
|Selling, general and
      administrative |   | 321,096     |   |   | 727,859     |  
|Research and development                  |   | 3,986       |   |   | 105,784     |  
|Total operating expense                   |   | 325,082     |   |   | 833,643     |  
|                                          |   |             |   |   |             |  
|Interest income                           |   | 6,393       |   |   | 12,820      |  
|Interest expense                          |   | (355,354    | ) |   | (355,354    | )
|Loss on derivative liabilities            |   | (1,235,446  | ) |   | (1,235,446  | )
|                                          |   |             |   |   |             |  
|Net loss                                  | $ | (1,912,239  | ) | $ | (2,414,373  | )

As discussed above, in 2006, our business focus began to change
to solar energy, from home security assistance services, with the establishment
of our manufacturing plant in China and the manufacturing of our first SolarE
solar modules in November 2006. Due to the significant changes, part of our
results for the September 30, 2006 and all the results for the year ended
September 30, 2005 were reported as discontinued operations, and we believe that
a comparison of results of operations for the first and second quarters of the
years ended September 30, 2007 and September 30, 2006 should not be relied on as
an indication of future performance.

Revenues

For the three and six month periods ended March 31, 2007, we
had $3,208 in revenues from operations, and interest income of $6,393 and
$12,820 respectively. Our revenues are expected to increase during our third
quarter of fiscal 2007, as production of the SolarE solar modules began in our
first quarter of fiscal 2007. As of December 31, 2006, we have manufactured
approximately 125 panels, 75 of which are being used as demos and test panels,
with the remaining panels being available for sale, commencing towards the
beginning of the third quarter of fiscal 2007. We expect to commence selling
during our third fiscal quarter of 2007. The Companys success depends on
successful sales efforts, but also on our ability to ramp up production.

Expenses and general and administrative expenses

During the three and six month periods ended March 31, 2007,
the Company incurred total expenses of $325,082 and $833,643, respectively.
These expenses were related mainly to start up costs associated with the
construction and development of the Companys manufacturing facility, and to
activities associated with the maintenance of a public listing, such as
communications with shareholders, legal and accounting fees, and corporate
development and promotion. Some of these expenses during the six month period
ended March 31, 2007, as well as cash disbursements of $2,109,455 in leasehold
improvements (net of capitalized interest of $54,204), and $105,671 for the
acquisition of equipment are one time expenses resulting from start up costs of
equipping the Companys Shanghai manufacturing facility. The anticipated
expenditures for the Company are described elsewhere. Readers should not assume
that expenses or other cash flows in this period are indicative of future
periods as the Company is in the development stage.

Loss on derivate liabilities

The redemption privilege in convertible notes issued in March
2007 gave the holders the right to require the Company to redeem the

Page 13

---

shares upon the occurrence of certain triggering events, one of
which was outside of the control of the Company, did result in an embedded
derivative requiring derivative accounting. Derivative accounting was determined
to be appropriate because the contract is not already accounted for at fair
value, is not clearly and closely associated with the host contract and it would
be a derivative pursuant to paragraphs 6-11 of SFAS 133 if it were a free
standing instrument. In the quarter ended March 31, 2007, we recorded $1,235,446
of loss on derivate liabilities.

The loss on derivate liabilities was not recorded in the
original Form 10-QSB filed on May 18, 2007. Our consolidated financial
statements for the period from inception (July 7, 2004) through March 31, 2007
have been restated for the changes described above. Please refer to Note 9 to
the consolidated financial statements for additional discussion regarding the
restatement.

Discontinued Operations

A loss of $14,268 and $21,041 was incurred in discontinued
operations in the three and six month periods ended March 31, 2007,
respectively, as a result of operating expenses related to home security
services. Amounts related to discontinued operations included in the comparative
financial statements presented herein have been reclassified to conform to the
current period presentation.

Net Loss

Our net loss was $1,912,239 and $2,414,373, for the three and
six month periods ended March 31, 2007, respectively. The net loss reflects our
expenses relating to our acquisitions and financings, the cost of additional
employees to pursue our strategy, and expenditures for research and development.
These expenses have been incurred ahead of our ability to recognize material
revenues from the sales of our SolarE panels.

Liquidity and Capital Resources

As of March 31, 2007, we had cash
  and cash equivalents of $14,398,617 and working capital of $14,948,630. Since
  inception, we funded our operations from private sales of equity and loans.
  In March 2007 we completed an offering of Series A and Series B Convertible
  Notes and warrants pursuant to which we raised approximately $17.3 million in
  gross proceeds. We will use the proceeds form the notes for working capital.
  We believe that we currently have sufficient working capital to fund our operations
  for at least the next eight months. Changes in our operating plans, an increase
  in our inventory, increased expenses, additional acquisitions, or other events
  may result in the need to seek additional equity or debt financing earlier than
  eight months from now.

For the six month period ended March 31, 2007, we used
$3,177,197 of cash in operations. Net cash used by operating activities
reflected $2,229,363 in prepaid expenses, purchase of inventory of $1,228,396,
deferred revenue of $778,233, and an increase in accounts payable and accrued
liabilities of $271,249. Investment activities used $2,328,653 of cash during
the six month period, which was related to the leasehold improvements made to
our manufacturing plant in Shanghai, China and the acquisition of $204,834 in
equipment.

Financing activities provided $17,129,282 of cash during the
six month period ended March 31, 2007, net of deferred acquisition costs, from
private placement subscription proceeds, convertible notes and a note payable.

Our current cash requirements are significant due to the
building of silicon wafers inventory; leasehold improvements made to our
manufacturing plant in Shanghai, manufacturing equipment purchases; start up and
other operational expenses. During the second and third quarter of our fiscal
year 2007, we expect to need significant cash as we begin to build a second
production line, scheduled for completion during the first quarter of fiscal
2008. Accordingly, we expect to continue to use cash to fund operations for at
least fiscal 2007 as we expand our manufacturing capacity and our product
shipments. We expect to continue to use cash to build up our inventory of
silicon wafers to hedge the current shortage in the industry.

In the past, we paid cash for our inventory purchases and we
are in the process of negotiating credit terms with our vendors. We also paid
cash for our equipment purchases. In the future, we plan to finance some of our
equipment purchases by short term bank borrowings and by establishing a working
capital line of credit.

The cost of silicon wafers, which is the primary cost of sales
for our SolarE solar modules, is currently volatile and is expected to rise due
to a current supply shortage. We are uncertain of the extent to which this will
negatively affect our working capital in the near future. A significant increase
in cost of silicon wafers that we cannot pass on to our customers could cause us
to run out of cash more quickly than our projections indicate, requiring us to
raise additional funds or curtail operations.

Page 14

---

Recent Financings

Common stock issued for cash

In November 2006, we sold 2,500,000 units at $0.60 per unit,
  for net proceeds of $1,500,000. Each unit consisted of one common share and
  one common share purchase warrant entitling the holder to acquire an additional
  common share at an exercise price of $1.00, expiring November 28, 2007.

Convertible notes

On March 7, 2007, Solar Enertech entered into a securities
purchase agreement to issue up to $17,300,000 of secured convertible notes.
Accordingly, on March 7, 2007, Solar Enertech sold units consisting of
$5,000,000 in principal amount of Series A Convertible Notes and warrants to
purchase 7,246,377 shares of its common stock, and units consisting of
$3,300,000 in principal amount of Series B Convertible Notes and warrants to
purchase 5,789,474 shares of its common stock.

These March 7, 2007 Notes bear interest at 6% per annum and are
due March 7, 2010. The principal amount of the Series A Convertible Notes may be
converted at the rate of $0.69 per share for a total of 7,246,377 shares of
common stock (which amount does not include shares of common stock that may be
issued for the payment of interest).

The exercise price of the Series A Warrants is $1.21 per share.
The principal amount of the Series B Convertible Notes may be converted at the
rate of $0.57 per share for a total of 5,789,474 shares of common stock. The
exercise price of the Series B Warrants is $0.90 per share.

In relation to the March 7, 2007 offering, Solar Enertech paid
$498,000 in commissions, an advisory fee of $83,000, other fees and expenses of
$55,000 and issued warrants to purchase a total of 507,247 shares of its common
stock at exercise price of $0.69 per share, and 405,264 shares of its common
stock at exercise price of $0.57 per share.

On March 20, 2007, Solar Enertech sold an additional $9,000,000
in principal amount of Series B Convertible Notes and warrants to purchase
15,789,474 shares of its common stock. The Notes bear interest at 6.0% per annum
and are due March 20, 2010. The principal amount of the Series B Convertible
Notes may be converted at the rate of $0.57 per share for a total of 15,789,474
shares of common stock. The exercise price of the Series B Warrants is $0.90 per
share.

In relation to the March 20, 2007 offering, Solar Enertech paid
$540,000 in commissions, an advisory fee of $90,000, other fees and expenses of
$29,025 and issued warrants to purchase a total of 1,105,263 shares of its
common stock at exercise price of $0.57 per share. The Company also paid other
legal fees of $55,036

Pursuant to the securities agreement, Solar Enertech is
obligated to register 120% of the common stock underlying the Series A
Convertible Notes, the shares of common stock that may be used to pay interest
on the Series A Convertible Notes and the Series A Warrants.

In the event that during the period while the Notes or warrants
are outstanding, Solar Enertech sells any shares of its common stock or
securities convertible into common stock or exercisable for shares of common
stock at less than the respective conversion or exercise prices of the Notes or
warrants, Solar Enertech shall be obligated to adjust the conversion prices
and/or the exercise prices of such securities to equal such lower price, as
applicable.

Upon 30 days prior written notice to all of the holders of the
Notes, Solar Enertech shall have the right to call all, but not less than all,
of the Notes for conversion at the then applicable conversion price (the call
date specified in such notice is referred to herein as the Forced Conversion
Date) provided that: (i) the Companys common stock has closed at a price equal
to or greater than 300% of the then applicable conversion price of the Series A
Notes for each of the twenty (20) trading days immediately preceding the Forced
Conversion Date (Measurement Period); (ii) there is either an effective
registration statement providing for the resale of the shares of common stock
underlying the Notes during each trading day of the Measurement Period or all of
the shares of common stock underlying the Notes may be resold pursuant to Rule
144(k) of the Securities Act without restriction during each trading day of the
Measurement Period; and (iii) the Common Stock has traded an average of 500,000
shares per day during the Measurement Period. Notwithstanding the foregoing, in
no event shall Solar Enertech force the conversion of a holder of Notes if such
forced conversion would result in such holder beneficially owning more than
certain agreed upon percentages of the Companys outstanding common stock.

After these offerings, assuming the conversion of all
outstanding Series A and Series B Convertible Notes and the exercise of all the
Series A and Series B warrants issued concurrently with such notes, we would
have 130,350,662 shares of common stock outstanding, which does not include
6,107,000 shares of common stock reserved for issuance pursuant to certain
warrants issued between May 1, 2006 and November 29, 2006.

Solar Enertech analyzed these instruments for derivative
accounting consideration under SFAS 133 and EITF 00-19, and determined that the
notes contain two potential derivative features, the basic conversion option and
a redemption privilege accruing to the holder if certain conditions exist. We
determined that derivative accounting for the basic conversion feature is not
required as the conversion feature meets one of the exclusions to the scope of
SFAS No. 133 in that the contract is (1) issued or held by the reporting entity,
(2) indexed to the entitys own stock, and (3) classified in stockholders
equity in the entitys balance sheet.

Page 15

---

Subsequent evaluation of the contract resulted in a determination
  that a redemption privilege giving the counterparty the right to require the
  Company to redeem the shares upon the occurrence of certain triggering events,
  one of which was outside of the control of the Company, did result in an embedded
  derivative requiring derivative accounting. Derivative accounting was determined
  to be appropriate because the contract is not already accounted for at fair
  value, is not clearly and closely associated with the host contract and it would
  be a derivative pursuant to paragraphs 6-11 of SFAS 133 if it were a free standing
  instrument. We recorded $1,235,446 of loss on derivative liabilities in the
  quarter ended March 31, 2007.

Note that this determination was made on June 25, 2007,
subsequent to the filing of the Form 10QSB for the quarter ended March 31, 2007
and requires Solar Enertech to file an amended 10QSB and restatement of its
financial statements as a result of this issue. See restatement disclosures in
Note 9.

Additionally, Solar Enertech also analyzed these financial
instruments and determined that SFAS 150 was not applicable because these
instruments are not mandatorily redeemable, do not embody an unconditional
obligation to repurchase Solar Enertechs equity shares requiring settlement
through the transfer of assets, is not indexed to such an obligation and does
not embody a conditional obligation to repurchase Solar Enertechs shares
requiring settlement in a variable number of shares.

Because the conversion prices of these notes below the market
trading price of Solar Enertech's common stock when the notes were issued, a
Beneficial Conversion Feature was created. The convertible notes were fully
discounted at time of issuance and the entire amount of $17,300,000 has been
recorded to additional paid-in capital. This discount is being amortized to
interest expense over the stated term of the notes. At March 31, 2007, Solar
Enertech accreted $282,558 of the discount in relation to the notes, and has
accrued $51,863 in interest payable in relation to the notes.

Critical Accounting Policies

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management of
our company to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods.

Our management routinely makes judgments and estimates about
the effects of matters that are inherently uncertain. As the number of variables
and assumptions affecting the probable future resolution of the uncertainties
increase, these judgments become even more subjective and complex. Our
significant accounting policies are discussed in Note 2 to our consolidated
financial statements for the fiscal year ended September 30, 2006 included in
our Annual Report on Form 10-KSB. We have identified the following accounting
policies, described below, as the most important to an understanding of our
current financial condition and results of operations.

Currency and foreign exchange

The Company determined its functional currency is the Renminbi
as substantially all of its operations are in China. The Companys reporting
currency is the U.S. dollars.

Transactions and balances originally denominated in U.S.
dollars are presented at their original amounts. Transactions and balances in
other currencies are converted into U.S. dollars in accordance with SFAS No. 52,
Foreign Currency Translation,and are included in determining net income
or loss.

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

Stock-based Compensation

The Company adopted the fair value recognition provisions of
SFAS No. 123R,Share-Based Payment. Accordingly, the Company accounts for
options granted to its directors and employees in accordance with Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, or
APB 25, and its related interpretations, and according to FASB Statement No. 123
(Revised 2004), Share-Based Payments, or SFAS 123R, which requires us to
recognize, as an expense, the fair value of share options and other share-based
compensation to employees.

On January 1, 2006, Solar Enertech began recording compensation
expense associated with stock options and other forms of equity compensation in
accordance with Statement of Financial Accounting Standards No. 123R,Share-Based Payment, as interpreted by SEC Staff Accounting Bulletin No.
107. Prior to January 1, 2006, Solar Enertech had accounted for stock options
according to the provisions of Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees, and related interpretations, and
therefore no related compensation expense was recorded for awards granted with
no intrinsic value. Solar Enertech adopted the modified prospective transition
method provided for under SFAS No. 123R, and, consequently, have not
retroactively adjusted results from prior periods. Under this transition method,
compensation cost associated with stock options recognized in the first quarter
of fiscal 2006 includes the quarterly amortization related to the remaining
unvested portion of all stock option awards granted prior to January 1, 2006,
based on the grant date fair value estimated in accordance with the original
provisions of SFAS No. 123.

Page 16

---

Inventory

Inventories consisting of silicon and photovoltaic cells and
other component materials are valued at the lower of cost (first-in, first-out)
or market. Management provides a reserve to reduce inventory to its net
realizable value. Certain factors could impact the realizable value of
inventory, so management continually evaluates the recoverability based on
assumptions about customer demand and market conditions. The evaluation may take
into consideration expected demand, new product development, the effect new
products might have on the sale of existing products, product obsolescence, and
other factors. The reserve or write-down is equal to the difference between the
cost of inventory and the estimated market value based upon assumptions about
future demand and market conditions. If actual market conditions are less
favorable than those projected by management, additional inventory reserves or
write-downs may be required.

Beneficial Conversion Feature

When Solar Enertech issues a debt or equity instrument which is
convertible into common stock at a discount from the common stock market price
at the date the debt or equity is issued, a beneficial conversion feature for
the difference between the closing price and the conversion price multiplied by
the number of shares issuable upon conversion is recognized under EITF 98-5 and
EITF 00-27. The beneficial conversion feature is presented as a discount to the
related debt or a dividend to the related equity, with an offsetting amount
increasing additional paid-in capital.

Derivative Financial Instruments

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

Solar Enertech hired an independent valuation expert to
determine the fair values of derivatives. Valuations derived from this model are
subject to ongoing internal and external verification and review. The model uses
market-sourced inputs such as interest rates, exchange rates and option
volatilities. Selection of these inputs involves management's judgment and may
impact net income.

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

Plan of Operation

Our future operations are dependent upon the identification and
completion of additional long-term or permanent equity financing, the support of
creditors and shareholders, and, ultimately, the achievement of profitable
operations. There can be no assurances that we will be able to secure such
financings, which would in turn significantly affect our ability to roll out our
business plan. If not, we will likely be required to reduce operations or
liquidate assets. We will continue to evaluate our projected expenditures
relative to our available cash and to seek additional means of financing in
order to satisfy our working capital and other cash requirements.

We continue to operate with very limited administrative
support, and our current officers and directors continue to be responsible for
many duties to preserve our working capital.

During the next 12 months, we plan to grow our business by:

Expanding production. We expect a second
  line of production to be operational by the fourth quarter of 2007. Following
  that, we plan to construct six more productions lines at another location.

Expanding our sales force. We have established
  a sales force in China to begin marketing our products in China and Europe.
  We intend to establish a sales force in California so that we can enter the
  U.S. market.

Continuing to invest in research. In
  order to achieve our goal of providing higher quality solar cells and modules
  at more competitive prices, we intend to invest in research. Our research is
  targeted at improving solar cells so that they have a higher conversion rate.
  We are also trying to develop non-silicon based solar cells.

Projected Expenditures Over The Next 12 Months

The following chart provides an overview of our budgeted
expenditures by major area of activity, for the next 12 months from the date of
this report:

Page 17

---

|(a)    |  | Personnel costs in Shanghai,
      China and the United States: |  | $ | 2,150,000  | 
|------ |  | --------------------------------------------------------------- |  | - | ---------- | 
|(b)    |  | Production development / factory leasing costs:                 |  |   | 371,000    | 
|(c)    |  | Administration, sales and
      marketing office:               |  |   | 1,150,000  | 
|(d)    |  | General and administrative expenses:                            |  |   | 1,050,000  | 
|(e)    |  | PV production and manufacturing
      equipment:                |  |   | 11,860,000 | 
|(f)    |  | Silicon material purchase                                       |  |   | 45,600,000 | 
|(g)    |  | Professional fees and expenses,
      regulatory expenses:      |  |   | 105,000    | 
|(h)    |  | Shareholder communications:                                     |  |   | 208,000    | 
|(i)    |  | Travel, Miscellaneous,
      Unallocated                        |  |   | 65,000     | 
|(j)    |  | Other capital acquisition                                       |  | $ | 696,000    | 
|(k)    |  | Research and development                                        |  | $ | 1,345,000  | 
|       |  |                                                                 |  |   |            | 
|Total: |  |                                                                 |  | $ | 64,600,000 | 

The amounts noted above reflect our current expected uses of
cash resources and assume that we will raise, through equity or other financing,
approximately $35,000,000 in the next 12 months, finance another $10,000,000
through borrowings, and finance the balance through sales. There can be no
assurance that the Company will be able to raise these additional funds and, if
the Company is unable to raise these additional funds, its plans for expanding
operations and business activities may have to be curtailed.

Other than as detailed above, we do not anticipate making any
major purchases of capital assets in the next 6 months, or conducting any
large-scale research and development. Any development of research and
development functions would be dependent upon securing additional equity or
other financing to add to our working capital. The Company has hired two persons
for research and development and product development research but that is the
extent of its planned research and development activities. Under US GAAP, these
activities may possibly not be classified as research and development but may be
classified as expenses given that the costs are associated with paying salaries
to the two individuals.

We believe we have sufficient cash resources to satisfy our
needs until November 2007. Our ability to satisfy cash requirements thereafter
will be a major factor in determining whether we will have the ability to
achieve our business objectives, including but not limited to completion of our
manufacturing facilities and production lines. Should we require additional cash
in the future, there can be no assurance that we will be able to raise
additional debt or equity financing on terms acceptable to our company, if at
all.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined
in Item 303(c)(2) of Regulation S-B.

ITEM 3. CONTROLS AND PROCEDURES

Solar Enertech Corp. maintains disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in its Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to its management, including its
Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-15(e). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

At the end of the period covered by this Quarterly Report, we
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based upon the foregoing, our President and our acting
Chief Financial Officer concluded that our disclosure controls and procedures
are not effective because of delay in recording and disclosing derivative
liabilities related to convertible notes contracts entered in March 2007. We
restated our consolidated financial statements for the year ended September 30,
2006 in order to correct the accounting related to derivative accounting.

We are in the process of improving our internal control over
financial reporting in an effort to remediate this deficiency through improved
supervision and training of our accounting staff. This deficiency has been
disclosed to our Board of Directors. We believe that this effort is sufficient
to fully remedy this deficiency and we are continuing our efforts to improve and
strengthen our control processes and procedures. Our Chief Financial Officer and
Chief Executive Officer and directors will continue to work with our auditors
and other outside advisors to ensure that our that our controls and procedures
are adequate and effective.

Except as discussed above, our management, with the participation
  of the Chief Executive Officer and Chief Financial Officer, has concluded there
  were no significant changes in our internal controls over financial reporting
  that occurred during our second fiscal

Page 18

---

quarter of 2007 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On March 7, 2007, Solar Enertech entered into a securities
purchase agreement to issue up to $13,300,000 of secured convertible notes and
warrants. Accordingly, on March 7, 2007, Solar Enertech sold units consisting of
$5,000,000 in principal amount of Series A Convertible Notes and Series A
warrants to purchase 7,246,377 shares of our common stock, and units consisting
of $3,300,000 in principal amount of Series B Convertible Notes and Series B
warrants to purchase 5,789,474 shares of our common stock.

The March 7, 2007 Notes bear interest at 6% per annum and are
due March 7, 2010. The principal amount of the Series A Convertible Notes may be
converted at the rate of $0.69 per share for a total of 7,246,377 shares of
common stock (which amount does not include shares of common stock that may be
issued for the payment of interest). The exercise price of the Series A Warrants
is $1.21 per share. The principal amount of the Series B Convertible Notes may
be converted at the rate of $0.57 per share for a total of 5,789,474 shares of
common stock. The exercise price of the Series B Warrants is $0.90 per share.

In relation to the March 7, 2007 offering, Solar Enertech paid
$498,000 in commissions, an advisory fee of $83,000 and issued warrants to
purchase a total of 507,247 shares of its common stock at exercise price of
$0.69 per share, and 405,264 shares of its common stock at exercise price of
$0.57 per share.

On March 20, 2007, Solar Enertech sold an additional $9,000,000
in principal amount of Series B Convertible Notes and issued 15,799,474 Series B
warrants. The Notes bear interest at 6.0% per annum and are due March 20, 2010.
The principal amount of the Series B Convertible Notes may be converted at the
rate of $0.57 per share for a total of 15,789,474 shares of common stock. The
exercise price of the Series B Warrants is $0.90 per share.

In relation to the March 20, 2007 offering, Solar Enertech paid
$540,000 in commissions, an advisory fee of $90,000, other fees and expenses of
28,768 and issued warrants to purchase a total of 1,105,263 shares of its common
stock at exercise price of $0.57 per share. The Company also paid legal fees of
$55,036.

These securities were sold to institutional and accredited
investors in private offerings pursuant to an exemption from registration
provided by Rule 506 of Regulation D and Section 4(2) of the Securities Act of
1933, as amended, inasmuch as the securities were issued without any form of
general solicitation or general advertising and the acquirers were accredited
investors. Knight Capital Markets, LLC, acted as placement agent in connection
with the sale of these securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

Page 19

---

ITEM 6. EXHIBITS

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

|3.1  | Articles of Incorporation, Incorporated
        by reference to our SB2 Registration Statement Amendment 7 filed on May
        5, 2005, SEC File Number 333-120926.                                 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  | By-laws, Incorporated by reference to our SB2 Registration
        Statement Amendment 7 filed on May 5, 2005, SEC File Number 333-120926.                                                           
|3.4  | Article of Merger filed with the Secretary
        of State of Nevada, incorporated by reference from Exhibit 3.1 to the
        Form 8-K filed April 10, 2006.                                      
|4.1  | Summary of Lease Agreement between the Company and Shanghai
        Jin Qiao Technology Park Ltd., incorporated by reference from Exhibit
        4.1 to the Form 8-K filed May 12, 2006.            
|10.1 | Management agreement with Leo Young,
        incorporated by reference from Exhibit 10.1 to our Form 8-K filed March
        10, 2006.                                                               
|10.2 | Agency Agreement between the Company and its Shanghai
        Agent dated July 18, 2006, incorporated by reference from Exhibit 10.1
        to our Form 8-K/A filed December 18, 2006.              
|10.3 | Form of Securities Purchase Agreement
        dated as of March 7, 2007 (without schedules and exhibits), incorporated
        by reference from Exhibit 10.1 to our Form 8-K filed on March 8, 2007.
|10.4 | Form of Series A Convertible Note dated as of March
        7, 2007 incorporated by reference from Exhibit 10.2 to our Form 8-K/A
        filed on March 8, 2007.                                    
|10.5 | Form of Series B Convertible Note dated
        as of March 7, 2007 incorporated by reference from Exhibit 10.3 to our
        Form 8-K/A filed on March 8, 2007.                                    
|10.6 | Form of Series A Warrant dated as of March 7, 2007 incorporated
        by reference from Exhibit 10.4 to our Form 8- K/A filed on March 8, 2007.                                                    
|10.7 | Form of Series B Warrant dated as of
        March 7, 2007 incorporated by reference from Exhibit 10.5 to our Form
        8- K/A filed on March 8, 2007.                                            
|10.8 | Form of Registration Rights Agreement dated as of March
        7, 2007 incorporated by reference from Exhibit 10.6 to our Form 8-K/A
        filed on March 8, 2007.                                
|10.9 | Form of Lock-up agreement with officers
        and directors of the Company dated as of March 7, 2007 incorporated by
        reference from Exhibit 10.7 to our Form 8-K/A filed on March 8, 2007. 
|31.1 | Section 302 Certification
         Chief Executive Officer                                                                                                                                          
|31.2 | Section 302
        Certification  Chief Financial Officer                                                                                                                                          
|32.1 | Certification Pursuant to
        18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002  Chief Executive Officer.                                    
|32.2 | Certification
        Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002  Chief Financial Officer.                                    

Page 20

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the Small Business Issuer has duly caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized, on
  this 3rd day of July , 2007.

|                   | SOLAR ENERTECH CORP.
|------------------ | --------------------
|                   |                     
|                   |                     
|Date: July 3, 2007 |                     
|                   | By:                 
|                   |                     
|                   |                     
|                   |                     
|Date: July 3, 2007 |                     
|                   | By:                 
|                   |                     
|                   |                     
|                   |                     
|Date: July 3, 2007 | By:                 
|                   |                     
|                   |                     
|                   |                     
|Date: July 3, 2007 |                     
|                   | By:                 
|                   |                     
|                   |                     

Page 21

---