Solar Energy Towers 10-Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

ACT OF 1934

For the quarterly period ended June 30, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from _____ to ____

Commission File No. 333-153242

SOLAR ENERGY TOWERS, INC.

(Exact name of registrant as specified in its charter)

Washington	26-3244086
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

520 Pike Street, Suite 985

Seattle, Washington 98101

(Address of principal executive offices, zip code)

(206) 407-3187

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Check whether the issuer (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 ¨

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 30, 2009, there were 10,118,000 shares of common stock, no par value per share, outstanding, and 100,000 shares of Series A Preferred Stock, no par value per share, outstanding.

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

Large accelerated filer ¨      Accelerated filer ¨      Non-accelerated filer    ¨      Smaller reporting company   x

(Do not check if a smaller reporting company)

SOLAR ENERGY TOWERS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2008

INDEX

Index			Page
Part I.	Financial Information
	Item 1.	Condensed Financial Statements
		Condensed Balance Sheets as of June 30, 2009 (unaudited) and July 31, 2008.	4
		Condensed Statements of Operations – for the three months ended June 30, 2009 and the period from June 2, 2008 (inception) to June 30, 2009 (unaudited).	5
		Condensed Statements of Cash Flows for the period from June 2, 2008 (Inception) through June 30, 2009 (unaudited).	6
		Notes to Condensed Financial Statements (unaudited).	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	13
	Item 4T.	Controls and Procedures.	13
Part II.	Other Information
	Item 1.	Legal Proceedings.	14
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14
	Item 3.	Defaults Upon Senior Securities.	14
	Item 4.	Submission of Matters to a Vote of Security Holders.	14
	Item 5.	Other Information.	14
	Item 6.	Exhibits.	14
Signatures			14

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Solar Energy Towers, Inc., a Washington corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results.  Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of electricity and crude oil prices, the possibility that development efforts will not result in the construction of an energy tower, accidents and other risks associated with power plant construction and development operations, the risk that the Company will encounter unanticipated technological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s development and construction plans, the exercise of the control Robert O’Leary, the Company’s Chairman of the Board of Directors, holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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PART I. FINANCIAL INFORMATION

ITEM   1.  CONDENSED FINANCIAL STATEMENTS.

SOLAR ENERGY TOWERS, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	June 30, 2009			March 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash	$	20,900		$	21,770
Prepaid expenses		230			380
Total current assets		21,130			22,150
Total assets	$	21,130		$	22,150
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts Payable	$	348		$	-
Due to a related party		1,500			1,500
Total current liabilities		1,848			1,500
Total liabilities		1,848			1,500
Commitments and contingencies
Shareholders’ equity (deficit):
Preferred stock: 25,000,000 shares authorized of no par value,
100,000 shares designated Series A; 100,000 issued and
outstanding as of June 30, 2009 and March 31, 2009		1			1
Common stock: 300,000,000 shares  authorized of no par value;
10,118,000 and 10,000,000 shares issued and outstanding as
Of June 30, 2009 and March 31, 2009		26,180			26,180
Accumulated deficit during the development stage		(6,899	)		(5,531	)
Total stockholders’ equity (deficit)		19,282			20,650
Total liabilities and stockholders’ equity (deficit)	$	21,130		$	22,150

The accompanying notes are an integral part of these financial statements

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SOLAR ENERGY TOWERS, INC.

(A Development Stage company)

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended June 30,						Period from June 2, 2008 (Inception) to
	2009			2008			June 30, 2009
Revenue
Revenue	$	-		$	-		$	-
		-			-			-
Operating costs
Professional expense		850			-			4,150
General and administrative expenses		518			-			2,749
Total operating costs		1,368			-			6,899
Net Loss	$	(1,368	)	$	-		$	(6,899	)
Loss per common share:
Basic and diluted		(0.00	)		(0.00	)		(0.00	)
Weighted average common shares outstanding:
Basic and diluted		10,118,000			2,500,000

The accompanying notes are an integral part of these financial statements

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SOLAR ENERGY TOWERS, INC.

(A Development Stage company)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (Unaudited)

	Preferred stock		Preferred stock amount		Common stock		Common stock amount		Accumulated deficit			Total
Balance, June 2, 2008 (inception)		-	$	-		-	$	-	$	-		$	-
Shares issued for cash		100,000		1		10,118,000		26,180		-			26,181
Net loss, from June 2, 2008 (inception) to March 31, 2009		-		-		-		-		(5,531	)		(5,531	)
Balance, March 31, 2009		100,000		1		10,118,000		26,180		(5,531	)		20,650
Net loss, for the quarter ended June 30, 2009		-		-		-		-		(1,368	)		(1,368	)
Balance, June 30, 2009		100,000	$	1		10,118,000	$	26,180	$	(6,899	)	$	119,282

The accompanying notes are an integral part of these financial statements

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SOLAR ENERGY TOWERS, INC.

(A Development Stage Company)

CONDESNED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended June 30,					Period from June 2, 2008 (Inception) to
	2009			2008		June 30, 2009
Cash flows from operating activities:
Net loss	$	(1,368	)	$	-	$	(6,899	)
Adjustments to reconcile net loss to cash used by operating activities:
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		150					(230	)
Increase (decrease) in accounts payable		348					348
Net cash used in operating activities		(870	)				(6,781	)
Cash flows from investing activities:
Net cash used in investing activities		-			-		-
Cash flows from financing activities:
Increase in due to the related party		-			-		1,500
Proceeds from common stock issuances		-			100		26,180
Proceeds from series A preferred stock issuances		-			1		1
Net cash provided by financing activities		-			101		27,681
Net increase (decrease) in cash		(870	)		101		20,900
Cash, beginning of the period		21,770			-		-
Cash, end of the period	$	20,900		$	101	$	20,900
Supplemental cash flow information:
Interest paid		-			-		-
Income taxes paid		-			-		-

The accompanying notes are an integral part of these financial statements

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SOLAR ENERGY TOWERS, INC.

 (A Development Stage Company)

Notes to Condensed Financial Statements(Unaudited)

June 30, 2009

NOTE 1. CONDENSED FINANCIAL STATEMENTS

The accompanying June 30, 2009 condensed financial statements have been prepared by Solar Energy Towers, Inc. (the “Company”) without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2009 and 2008 and for all periods presented have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the Company’s March 31, 2009 audited financial statements and related notes included in the Company’s most recent Form 10-K as filed with the Securities and Exchange Commission.  The results of operations for periods ended June 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2. ORGANIZATION AND DESCRIPTION OF BUSINESS

Solar Energy Towers, Inc. was incorporated under the laws of the State Washington on June 2, 2008. The Company was formed to engage in the design, construction and operation of solar energy tower power plants, working on a downdraft principle, to generate electricity.

The Company is in the development stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has not commenced operations.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a March 31, year-end.

BASIC EARNINGS (LOSS) PER SHARE

In February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective June 2, 2008 (date of inception).

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.

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SOLAR ENERGY TOWERS, INC.

 (A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)

June 30, 2009

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

NOTE 4. RECENT ACCOUNTING PRONOUCEMENTS

SFAS 141R - In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

SFAS 160 - In December 2007, the FASB issued SFAS 160, “Non-controlling Interests in Consolidated Financial Statements.” SFAS 160 amends Accounting Research Bulletin 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the non-controlling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 160 could have on our financial statements.

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SOLAR ENERGY TOWERS, INC.

 (A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)

June 30, 2009 

NOTE 4. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

SFAS 161 - In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2008. We do not expect that the adoption of SFAS 161 will have a material impact on our financial condition or results of operation.

SFAS 162 - In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

SFAS 163 - In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

NOTE 5. GOING CONCERN

The accompanying financial statements are presented on a going concern basis. The Company had no material operations during the period from June 2, 2008 (date of inception) to June 30, 2009 and generated a net loss of $6,899. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Because the Company is currently in the development stage and has minimal expenses, management believes that the company’s current cash of $20,900 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario.

NOTE 6. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common.

NOTE 7. NET OPERATING LOSSES

As of June 30, 2009, the Company has a net operating loss carry forwards of approximately $6,899. Net operating loss carry forwards expires twenty years from the date the loss was incurred.

NOTE 8. STOCK TRANSACTIONS

Transactions, other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees’ stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.

The Company has 25,000,000 authorized shares of preferred stock and 300,000,000 authorized shares of common stock.

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SOLAR ENERGY TOWERS, INC.

 (A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)

June 30, 2009

NOTE 8. STOCK TRANSACTIONS (CONTINUED)

On June 23, 2008, the Company issued 10,000,000 shares of common stock to three founders of the Company for aggregate consideration in cash of $100.

On June 23, 2008, the Company issued 100,000 shares of Series A Preferred Stock to the two founders of the Company for aggregate consideration in cash of $1.00.

On September 23, 2008, the Company’s Registration Statement on Form S-1 filed on August 28, 2008, as amended, was declared effective by the Securities and Exchange Commission.  The Form S-1 related to a public offering by the Company of 1,000,000 shares of its common stock, at an offering price of $.06 per share.  As of the date of the filing of this Quarterly Report on Form 10-Q, (i) the Company’s offering of 1,000,000 shares of its common stock continues, and (ii) the Company has sold an aggregate of 18,000 shares for aggregate proceeds of $1,080.  The Company has incurred no expenses in connection with the offering.

On December 2, 2008, the Company offered and sold 100,000 shares of common stock in a private placement to one person (who also purchased shares sold pursuant to the Company’s current public offering) at a purchase price of $.25 per share, for aggregate proceeds of $25,000.

As of June 30, 2009, there were 10,118,000 shares of common stock, no par value per share, outstanding, and 100,000 shares of Series A Preferred Stock, no par value per share, outstanding.

NOTE 9. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2009:

Preferred stock, no par value, 25,000,000 shares authorized; 100,000 shares of Series A Preferred Stock issued and outstanding.

Common stock, no par value: 300,000,000 shares authorized; 10,118,000 shares issued and outstanding.

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

The following discussion provides information that we believe is relevant to an assessment and understanding of the results of operations and financial condition of our company.  It should be read in conjunction with the Financial Statements and accompanying Notes.

Plan of Operation

Our plan of operation is divided into four phases, as follows: (I) retain, on a consulting basis, engineers to conduct technical and economic feasibility studies of sites for construction of the first energy tower power plant, (II) negotiate and enter into a power purchase agreement with a utility company, (III) retain, on a consulting basis, engineers to design the first energy tower power plant and request for proposals from subcontractors and equipment manufacturers for the construction of the first energy tower power plant, and (IV) construct a full-scale energy towers power plant. We have begun discussions with an engineering firm to engage in technical and economic feasibility studies but have not yet commenced any other operations or activities.

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Our plan of operation for the following twelve months is to (i) complete Phase I of our program, which is to conduct technical and economic feasibility studies of sites for construction of the first energy tower power plant, and (ii) begin Phase II of our program, which is to negotiate and enter into a power purchase agreement with a utility company (with the final power purchase agreement to be executed in March 2010). In addition to the $8,500,000 we anticipate spending for Phase I and II for the development program as outlined below, we anticipate spending an additional $60,000 on professional and administrative fees, complying with reporting obligations and arranging financing for Phase I and II of our development program.  Total expenditures over the next 12 months are therefore expected to be approximately $6,560,000, $60,000 of which is the amount to be raised in this offering.  If we experience a shortage of funds prior to funding during the next 12 months, we may utilize funds from Robert O’Leary, our Chairman of the Board of Directors, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will require the funds from this offering to proceed.

If we are successful in raising funds from an offering of common stock for proceeds of $60,000, we plan to commence activities to raise the $6,000,000 funds required for Phase I of the development program in the winter of 2009/2010.  We expect this phase to take 30-90 days to complete and an additional 9 to 11 months for engineers to conduct technical and economic feasibility studies of sites for construction of the first energy tower power plant.  We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities on Phase I of the development program. We plan to raise the additional funding for Phase I by way of a private debt or equity financing.  We have commenced activities to raise such funds, raising $26,080 in November and December 2008, and continue to attempt to raise funds.

The above program costs are management’s estimates and the actual project costs may exceed our estimates. To date, we have not commenced with any activities or operations of any phase of our development program.

Following Phase I of the development program, if it proves successful, in that engineers successfully conduct technical and economic feasibility studies of sites for construction of the first energy tower power plant, we intend to, subject to financing, proceed with Phase II of our development program, Phase II is to negotiate and enter into a power purchase agreement with a utility company.  The estimated cost of Phase II is $2,500,000 and is anticipated take approximately 7 months to complete.  As with Phase I, we cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities on Phase II of our development program. We plan to raise the additional funding for Phase II by way of a private debt or equity financing, but have not commenced any activities to raise such funds.

Following Phase II of the development program, if it proves successful, in that we successfully negotiate and enter into a power purchase agreement with a utility company, we intend to proceed with Phase III of our development program if we are able to raise the funds necessary. Phase III is to make the final design of the first energy tower power plant and request proposals from subcontractors and equipment manufacturers for the construction of the first energy tower power plant. The estimated cost of Phase III is $6,500,000 and is estimated to take approximately 6 months to complete. As with Phases I and II, we cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities on Phase III of the development program, and we have no current plans on how to raise the additional funding.

We anticipate commencing Phase II of our development program in March 2010, depending on whether Phase I program proves successful in establishing the technical and economic feasibility studies of sites for construction of the first energy tower power plant. Subject to financing, we anticipate commencing Phase III of our development program in 2010, depending on whether Phase II program proves successful in negotiating and entering into a power purchase agreement with a utility company. As with Phases I and II, we will require additional funding to proceed with Phase III, we have no current plans on how to raise the additional funding, though we believe that if we must first successfully negotiate and enter into a power purchase agreement with a utility company, as planned for Phase III, in order to successfully commence financing activities for Phase IV, which is the construction of the first full-scale energy towers power plant.

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We estimate Phase IV to take 2 to 4 years to complete, subject to financing, and to cost between $300,000,000 and $1.5 billion to complete. As with Phases I, II, and III, we will require additional funding to proceed with Phase IV, we have no current plans on how to raise the additional funding.

Results of Operations

Three—Month Period Ended June 30, 2009 and from June 2, 2008 (Inception) through June 30, 2009

We recorded no revenues for the three months ended June 30, 2009.  From the period of June 2, 2008 (inception) to June 30, 2009, we recorded no revenues.

We incurred operating expenses, consisting solely of expense, in the amount of $518 for the three-month period ended June 30, 2009, which consist of primarily accounting fees and travel costs in connection with the solicitation of investors for financing activities.  From the period of June 2, 2008 (inception) to June 30, 2009, we incurred operating expenses of $6,899.

Liquidity and Capital Resources

At June 30, 2009, we had a cash balance of $20,900.  We do not have sufficient cash on hand to commence Phase I of our development program or to fund our ongoing operational expenses.  We will need to raise funds to commence our development program and fund our ongoing operational expenses.  Additional funding will likely come from equity financing from the sale of our common stock.  If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company.  We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities and ongoing operational expenses.  In the absence of such financing, our business will likely fail.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4T. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2009.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There were no significant changes in our internal controls or in other factors during the quarter ended June 30, 2009.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

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

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

(a)  Exhibits required by Item 601 of Regulation SK.

Number	Description
3.1	Articles of Incorporation*
3.2	Bylaws*
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-153242), as filed with the Securities and Exchange Commission on August 28, 2008.

SIGNATURES

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

	SOLAR ENERGY TOWERS, INC.
	(Name of Registrant)
Date:  August 20, 2009	By:	/s/ Thomas E. Puzzo
		Name: Thomas E. Puzzo
		Title: President and Chief Executive Officer, Secretary
		and principal financial officer

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EXHIBIT INDEX

Number	Description
3.1	Articles of Incorporation*
3.2	Bylaws*
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-153242), as filed with the Securities and Exchange Commission on August 28, 2008.

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