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| x      | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      OF 1934     |
|--------|---------------------------------------------------------------------------------------------------------|
|   |                                                                                                    |
|   | For      the fiscal year ended December 31, 2008                                                        |
|   |                                                                                                    |
| o      | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      OF 1934 |
|   |                                                                                                    |
|   | For      the transition period from __________ to  __________                                      |

| Delaware                             | 95-4356228               |
|--------------------------------------|--------------------------|
| (State      or other jurisdiction of | (I.R.S.      Employer    |
| incorporation      or organization)  | Identification      No.) |

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|   | Large      accelerated filer    ̈                                                          | Accelerated      filer    ̈           |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                    |                                                                    |
|   | Non-accelerated      filer (Do not check if a smaller reporting company)    ̈                                                                                                                                                                                                  | Smaller      reporting company   x                       |

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|                |   |                                          |   | Page   |
|---------------------|--------|-----------------------------------------------|--------|--------|
| PART II        |   |                                          |   |   |
| Item 9A(T.)    |   | Controls      and Procedures.                 |   | 4      |
| PART      III       |   |                                          |   |   |
| Item      15.       |   | Exhibits,      Financial Statement Schedules. |   | 6      |
|                |   | Signatures      and Certifications            |   | 10     |

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| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                            |
|------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1              |   | Certificate      of Incorporation of the Company (incorporated by reference to the      Registration Statement filed on Form S-1 with the Securities and Exchange      Commission on January 4, 2002).                                                                                                                                 |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 3.2              |   | Bylaws      of the Company (incorporated by reference to the Registration Statement      filed on Form S-1 with the Securities and Exchange Commission on January      4, 2002).                                                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.1             |   | Securities      Purchase Agreement dated June 14, 2006 by and among the Company and the      June 2006 Investors (incorporated by reference to the Current Report on      Form 8-K filed with the Securities and Exchange Commission on June 19,      2006).                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.2             |   | Registration      Rights Agreement dated June 14, 2006 by and among the Company and the June      2006 Investors (incorporated by reference to the Current Report on Form      8-K filed with the Securities and Exchange Commission on June 19,      2006).                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.3             |   | Form      of Senior Secured Convertible Note dated June 14, 2006 (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on June 19, 2006).                                                                                                                           |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.4             |   | Form      of Series A Common Stock Purchase Warrant dated June 14, 2006      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on June 19,  2006).                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.5             |   | Form      of Series B Common Stock Purchase Warrant dated June 14, 2006      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on June 19,  2006).                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.6             |   | Form      of Series C Common Stock Purchase Warrant dated June 14, 2006      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on June 19,  2006).                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.7             |   | Form      of Series D Common Stock Purchase Warrant dated June 14, 2006      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on June 19,  2006).                                                                                                                   |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.8             |   | Security      Agreement dated June 14, 2006 by and between the Company and Smithfield      Fiduciary LLC as Collateral Agent (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on June 19, 2006).                                                          |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.9             |   | Guaranty      dated as of June 14, 2006 by and between Kraft Rt. and Smithfield      Fiduciary LLC as Collateral Agent (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on June 19, 2006).                                                                |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.10            |   | Pledge      Agreement dated as of June 14, 2006 by and between the Company and      Smithfield Fiduciary LLC as Collateral Agent (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on June 19, 2006).                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.11            |   | Account      Receivables Lien Agreement entered by and between Kraft Rt. and the      Investors dated June 12, 2006 (incorporated by reference to the Current      Report on Form 8-K filed with the Securities and Exchange Commission on      June 19, 2006).                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.12            |   | Mortgage      Agreement entered by and between Kraft Rt. and the Investors dated June      12, 2006 (incorporated by reference to the Current Report on Form 8-K      filed with the Securities and Exchange Commission on June 19,      2006).                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.13            |   | Security      Agreement entered by and between Kraft Rt. and the Investors dated June      12, 2006 (incorporated by reference to the Current Report on Form 8-K      filed with the Securities and Exchange Commission on June 19,      2006).                                                                                        |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.14            |   | Securities      Purchase Agreement dated September 22, 2005 by and among the Company and      Iroquois Master Fund Ltd., Smithfield Fiduciary LLC and Lilac Ventures      Master Fund (incorporated by reference to the Current Report on Form 8-K      filed with the Securities and Exchange Commission on September 30,      2005). |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.15            |   | Form      of Senior Secured Convertible Note September 23, 2005 (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on September 30, 2005).                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.16            |   | Security      Agreement dated September 22, 2005 by and among the Company and Iroquois      Master Fund Ltd., Smithfield Fiduciary LLC and Lilac Ventures Master Fund      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on September 30,    2005).              |

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| 10.17  |   | Guaranty      of Payment (incorporated by reference to the Current Report on Form 8-K      filed with the Securities and Exchange Commission on September 30,      2005).                                                 |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                      |
| 10.18  |   | Form      of Amended and Restated Note issued on due March 20, 2007 (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on July 17, 2006).           |
|   |   |                                                                                                                                                                                                                      |
| 10.19  |   | Form      of Warrant issued on March 16, 2006 (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on July 17, 2006).                                 |
|   |   |                                                                                                                                                                                                                      |
| 10.20  |   | Securities      Purchase Agreement dated March 16, 2006 (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on July 17, 2006).                       |
|   |   |                                                                                                                                                                                                                      |
| 10.21  |   | Amendment      No. 1 to the Securities Purchase Agreement dated May 18, 2006      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on July 17,  2006). |
|   |   |                                                                                                                                                                                                                      |
| 10.22  |   | Amendment      No. 1 to the Senior Secured Convertible Note (incorporated by reference to      the Current Report on Form 8-K filed with the Securities and Exchange      Commission on July 17, 2006).                   |

| 10.23  |   | Amendment      No. 1 to the Subscription Agreement for the purchase of shares of common      stock (incorporated by reference to the Current Report on Form 8-K filed      with the Securities and Exchange Commission on July 17,    2006).                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.24  |   | Form      of Subscription Agreement - Solar Thin Power Offering (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on December 28, 2007).                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.25  |   | Form      of Series E Warrant (incorporated by reference to the Current Report on      Form 8-K filed with the Securities and Exchange Commission on December 28,      2007).                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.26  |   | Securities      Purchase Agreement dated March 16, 2006 by and between the Company, Kraft      Rt., Zoltan Kiss and Dr. Laszlo Farkas (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on July 17, 2006).                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.27  |   | Securities      Purchase Agreement dated March 20, 2006 by and between the Company, Kraft      Rt., Nagyezsda Kiss, Joseph Gregory Kiss, Maria Gabriella Kiss and Gyula      Winkler (incorporated by reference to the Current Report on Form 8-K filed      with the Securities and Exchange Commission on July 17,    2006).                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.28  |   | Securities      Purchase Agreement dated May 20, 2006 by and between the Company, Kraft      Rt., Joel Spival and Jacqueline Spivak (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on June 19, 2006).                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.29  |   | Secured      Promissory Note made by Kraft Rt. dated September 28, 2005 (incorporated      by reference to the Current Report on Form 8-K filed with the Securities      and Exchange Commission on September 30, 2005).                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.30  |   | Security      Interest and Pledge Agreement entered by and between American United      Global, Inc., Kraft Rt. and Zoltan Kiss (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on September 30, 2005).                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.31  |   | Agreement      of Settlement entered on September 27, 2005 by and among American United      Global, Inc., North Sound Legacy International Ltd. and North Sound Legacy      Institutional Fund LLC (incorporated by reference to the Current Report on      Form 8-K filed with the Securities and Exchange Commission on September      30, 2005). |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.32  |   | Supplemental      Agreement entered on September 22, 2005 by and among Altitude Group, LLC,      Birch Associates, Inc., and D.C. Capital LLC and American United Group,      Inc. (incorporated by reference to the Current Report on Form 8-K filed      with the Securities and Exchange Commission on September 30,      2005).                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.33  |   | Amendment      No. 1 to the Share Purchase Agreement dated December 29, 2005      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on December 30,    2005).                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.34  |   | Letter      Agreement by and between the Company and Kraft Rt. (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on December 30, 2005).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                 |
| 10.35  |   | Cooperative      R&D Contract Between Renewable Energy Solutions Inc. and Solar Thin      Films Inc. dated December 19, 2006 (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on December 21, 2006).                                                                     |

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| 10.36  |   | Secured      Term Note dated February 11, 2008 (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on April 17, 2008).                                                                                                                                                                                        |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.37  |   | Exclusive      Project Management Design and Marketing Agreement dated February 11, 2008      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on April 17,  2008).                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.38  |   | Security      Agreement dated February 11, 2008 (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on April 17, 2008).                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.39  |   | Stock      Purchase Agreement dated as of August 12, 2008 by and among Solar Thin      Films, Inc., Zoltan Kiss, Gregory Joseph Kiss, Maria Gabriella Kiss and      Steven Gifis, as sellers’ agent (incorporated by reference to the Current      Report on Form 8-K filed with the Securities and Exchange Commission on      August 18, 2008).                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.40  |   | Master      Settlement Agreement dated as of August 12, 2008 by and among Solar Thin      Films, Inc., Kraft Elektronikai Zrt, Zoltan Kiss, Amelio Solar, Inc. and      Renewable Energy Solutions, Inc. (incorporated by reference to the Current      Report on Form 8-K filed with the Securities and Exchange Commission on      August 18, 2008).                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.41  |   | Strategic      Alliance and Cross License Agreement dated as of August 12, 2008 by and      among Solar Thin Films, Inc., Kraft Elektronikai Zrt and Amelio Solar,      Inc. (incorporated by reference to the Current Report on Form 8-K filed      with the Securities and Exchange Commission on August 18,      2008).                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.42  |   | Stock      Exchange Agreement dated as of September 29, 2008 by and among Solar Thin      Films, Inc., Kraft Electronikai Zrt, BudaSolar Technologies Co. Ltd., New      Palace Investments Ltd., Istvan Krafcsik and Attila Horvath (incorporated      by reference to the Current Report on Form 8-K filed with the Securities      and Exchange Commission on October 3, 2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.43  |   | Cooperation      Agreement dated as of September 29, 2008 by and among Solar Thin Films,      Inc., Kraft Electronikai Zrt, BudaSolar Technologies Co. Ltd., Istvan      Krafcsik and Attila Horvath (incorporated by reference to the Current      Report on Form 8-K filed with the Securities and Exchange Commission on      October 3, 2008).                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                               |
| 10.44  |   | Form      of Shareholders Agreement by and among Kraft and the shareholders of Kraft      listed on the signatures pages thereto (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on October 3, 2008).                                                                                                     |

| 10.45  |   | Form      of Employment Agreement between Kraft and Istvan Krafcsik (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on October 3, 2008).                                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.46  |   | Form      of Employment Agreement between Kraft and Attila Horvath (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on October 3, 2008).                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.47  |   | Stock      Exchange Agreement dated as of October 30, 2008 by and among Solar Thin      Films, Inc., Algatec Equity Partners, L.P., Rainer Ruschke, Ullrich Jank,      Dr. Stefan Malik, Andre Freud, Anderkonto R. Richter, as Trustee and      Algatec Solar AG (incorporated by reference to the Current Report on Form      8-K filed with the Securities and Exchange Commission on November 6,      2008).                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.48  |   | Share      Purchase Agreement dated as of October 30, 2008 by and among Algatec      Equity Partners, L.P., Rainer Ruschke, Ullrich Jank, Dr. Stefan Malik,      Andre Freud, Anderkonto R. Richter, as Trustee, and Algatec Solar AG      (incorporated by reference to the Current Report on Form 8-K filed with      the Securities and Exchange Commission on November 6,    2008).                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.49  |   | Loan      Agreement, dated as of October 30, 2008 by and between Algatec Equity      Partners, L.P. and Algatec Solar AG (incorporated by reference to the      Current Report on Form 8-K filed with the Securities and Exchange      Commission on November 6, 2008).                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.50  |   | Agreement      of Limited Partnership of Algatec Equity Partners, L.P. (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on November 6, 2008).                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.51  |   | Amendment      to Master Settlement Agreement by and among Solar Thin Films, Inc., Kraft      Elektronikai Zrt, Zoltan Kiss, Amelio Solar, Inc. and Renewable Energy      Solutions, Inc. and Amendment to Stock Purchase Agreement by and among      Solar Thin Films, Inc., Zoltan Kiss, Gregory Joseph Kiss and Maria      Gabriella Kiss dated as of December 22, 2008 (incorporated by reference to      the Current Report on Form 8-K filed with the Securities and Exchange      Commission on December 24, 2008). |

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| 10.52  |   | Amended      and Restated Stock Exchange Agreement dated as of April 2, 2009 by and      among Solar Thin Films, Inc., Kraft Electronikai Zrt, BudaSolar      Technologies Co. Ltd., New Palace Investments Ltd., Istvan Krafcsik and      Attila Horvath (incorporated by reference to the Current Report on Form      8-K filed with the Securities and Exchange Commission on April 7,      2009). |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.53  |   | Shareholders      Agreement dated as of April 2, 2009 by and among Kraft Electronikai Zrt      and the shareholders of Kraft Electronikai Zrt listed on the signatures      pages thereto (incorporated by reference to the Current Report on Form 8-K      filed with the Securities and Exchange Commission on April 7,      2009).                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.54  |   | Employment      Agreement by and between Kraft Electronikai Zrt and Istvan Krafcsik,      effective as of April 15, 2009 (incorporated by reference to the Current      Report on Form 8-K filed with the Securities and Exchange Commission on      April 7, 2009).                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.55  |   | Employment      Agreement by and between Kraft Electronikai Zrt and Attila Horvath,      effective as of April 15, 2009 (incorporated by reference to the Current      Report on Form 8-K filed with the Securities and Exchange Commission on      April 7, 2009).                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.56  |   | Side      Letter Bonus Agreement to the Share Exchange Agreement dated as of April      2, 2009 by and among Solar Thin Films, Inc., Kraft Electronikai Zrt, New      Palace Investments Ltd., Istvan Krafcsik and Attila Horvath (incorporated      by reference to the Current Report on Form 8-K filed with the Securities      and Exchange Commission on April 7, 2009).                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.57  |   | Inter-Company      Services Agreement dated as of April 2, 2009 by and among Solar Thin      Power, Inc., Kraft Electronikai Zrt and BudaSolar Limited (incorporated by      reference to the Current Report on Form 8-K filed with the Securities and      Exchange Commission on April 7, 2009).                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.58  |   | Amendment      to Employment Agreement dated as of April 7, 2009 by and between Solar      Thin Films, Inc. and Peter Lewis (incorporated by reference to the Current      Report on Form 8-K filed with the Securities and Exchange Commission on      April 7, 2009).                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.1   |   | Code      of Ethics (incorporated by reference to the Annual Report on Form 10-K      filed with the Securities and Exchange Commission on July 16,      2004).                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 21.1   |   | List      of Subsidiaries of the Company (incorporated by reference to the      Registration Statement on Form SB-2 filed with the Securities and Exchange      Commission on July 25, 2006).                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.1   |   | Certification      by Chief Executive Officer pursuant to Sarbanes Oxley Section      302.*                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 31.2   |   | Certification      by Chief Financial Officer pursuant to Sarbanes Oxley Section      302.*                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 32.1   |   | Certification      by Chief Executive Officer pursuant to 18 U.S.C. Section      1350.*                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
| 32.2   |   | Certification      by Chief Financial Officer pursuant to 18 U.S.C. Section      1350.*                                                                                                                                                                                                                                                                                                               |

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|   | SOLAR      THIN FILMS, INC. |                                                                                                                                          |
|--------|-----------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|   |                        |                                                                                                                                          |   |
|   |                        | /s/      Robert M. Rubin                                                                                                                      |   |
|   |                        | Robert      M. Rubin                                                                                                                          |   |
|   |                        | Chief      Executive Officer (Principal Executive Officer) and Chief Financial      Officer (Principal Accounting and Financial Officer) |   |

| Signature                |   | Position                                                  |   | Date              |
|--------------------------|--------|-----------------------------------------------------------|--------|-------------------|
|                     |   |                                                      |   |              |
| /s/      Robert M. Rubin |   | Chief      Executive Officer, Chief Financial Officer and |   | May      12, 2009 |
| Robert      M. Rubin     |   | Chairman      of the Board of Directors                   |   |              |
|                     |   |                                                      |   |              |
| /s/      Boris Goldstein |   | Director                                                  |   | May      12, 2009 |
| Dr.      Boris Goldstein |   |                                                      |   |              |
|                     |   |                                                      |   |              |
| /s/      Gary Maitland   |   | Director                                                  |   | May      12, 2009 |
| Gary      Maitland, Esq. |   |                                                      |   |              |

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