UNITED STATES SECURITIES AND
                              EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 20, 2009

                               NOVAGEN SOLAR INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                   333-149617
                            (Commission File Number)

                                   98-0471927
                       (IRS Employer Identification No.)

         3044 BLOOR STREET W, SUITE 1440, TORONTO, ONTARIO     M8X 2Y8
             (Address of principal executive offices and Zip Code)

                                  647.628.5375
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

On  July  19,  2009,  we  issued 5,000,000 restricted common shares at $0.01 per
share  to  the former shareholders of NSC in exchange for all of their shares in
NSC  in connection with our acquisition of all the issued and outstanding shares
of  NSC. The shares were issued without registration in reliance on an exemption
provided  by  Regulation  S  promulgated  under  the  Securities Act. No general
solicitation  was made in connection with the offer or sale of these securities.
The  common  shares were surrendered to the Company on December 1, 2009, as part
of  the  rescission  of  the  acquisition  of  NSC.

On  September 8, 2009, the Company issued 200,000 common shares to a director of
the  Company  as consideration for his services as a director at the fair market
value of $0.55 per share for a total of $110,000. The shares were issued without
registration  in  reliance  on an exemption provided by Regulation S promulgated
under  the  Securities  Act. No general solicitation was made in connection with
the  offer  or  sale  of  these  securities.  On  March  31,  2010  the director
surrendered  these  shares  to  the  Company.

On  December  31,  2009,  we  issued  to  Novagen  Solar (Canada) Ltd. ("NSC") a
non-interest  bearing note in an amount equal to $50,000 that was convertible at
the  rate  of  the average volume weighted closing price of the common shares on
the  NASD over-the-counter bulletin board for a period of 10 business days prior
to  the surrender date and the conversion is deemed to have been effected on the
61st  day  following  the  surrender  date.  The  note was issued as part of the
rescission  of our acquisition of NSC, to reimburse NSC for $50,000 in costs and
expenses  incurred  by  it in the acquisition of its sales license from RSi. The
note  was  issued  without  registration in reliance on an exemption provided by
Regulation  S promulgated under the Securities Act. On August 10, 2010 we repaid
the  note  in  full.  NSC  is  controlled  by  our  sole  officer  and director.

On  August  4,  2010 we completed an offering of 10,000,000 shares of our common
stock  at  a price of $0.01 per share to the following purchasers in the amounts
provided:

--------------------------------------------------------------------------------
NAME                                        AMOUNT PAID     COMMON SHARES ISSUED
--------------------------------------------------------------------------------
Gisela Mills (1)                                $50,000                5,000,000
Moneris Corporate Services Ltd. (2)             $15,000                1,500,000
Aberfoyle Investments LP                        $13,250                1,325,000
Novagen Solar (Canada) Ltd.                     $21,750                2,175,000
--------------------------------------------------------------------------------
The  total  cash amount received from the offering was $100,000. The shares were
issued without registration in reliance on an exemption provided by Regulation S
promulgated  under  the  Securities  Act.  No  general  solicitation was made in
connection  with  the  offer  or  sale  of these securities. Gisela Mills is the
mother  of  our  sole  officer  and director. Moneris Corporate Services Ltd. is
controlled  by  Gisela  Mills.

On  August 4, 2010, we agreed to issue 5,855,800 shares of our common stock to a
company  controlled  by  our  sole  officer and director at a price of $0.01 per
share,  in full and final settlement of a debt of $58,558 owed by Novagen to our
sole  officer  and  director.  The  shares  were  issued without registration in
reliance  on  an  exemption  provided  by  Regulation  S  promulgated  under the
Securities  Act.

On August 4, 2010, we agreed to issue 15,138,800 shares of our common stock to a
creditor  of Novagen at a price of $0.01 per share, in full and final settlement
of  a  debt  of $151,388 owed by Novagen to the creditor. The shares were issued
without  registration  in reliance upon exemptions provided by Sections 4(2) and
4(6)  of  the  Securities  Act  and  Regulation  D  promulgated  thereunder.

On  August  4,  2010, we agreed to issue 230,000 shares of our common stock to a
creditor  of Novagen at a price of $0.01 per share, in full and final settlement
of  a  debt  of  $2,300  owed by Novagen to the creditor. The shares were issued
without  registration  in  reliance  on  an  exemption  provided by Regulation S
promulgated  under  the  Securities  Act.

ITEM  5.01  CHANGES  IN  CONTROL  OF  REGISTRANT

On  August 4, 2010, Novagen Solar Inc. (the "Company") entered into an agreement
with  Fahrinsland  Capital  LLC,  a  Nevada  limited  liability  company
("Fahrinsland"),  to  issue  15,138,800  shares  of the Company's common capital
stock  at  $0.01  per  share  in full and final satisfaction of $151,380 in debt
owing by the Company to Fahrinsland for services and expenses incurred on behalf
of  the  Company.  As  a result of this transaction, Fahrinsland owns 34% of the
Company's  issued  and  outstanding  common  stock.

                           FORWARD-LOOKING STATEMENTS

Information in this registration statement contains "forward looking statements"
which  can be identified by the use of forward-looking words such as "believes",
"estimates",  "could",  "possibly",  "probably",  "anticipates",  "estimates",
"projects",  "expects", "may", or "should" or other variations or similar words.
No  assurance  can  be  given  that  the  future  results  anticipated  by  the
forward-looking  statements  will  be  achieved.  These  statements  constitute
cautionary  statements  identifying  important  factors  with  respect  to those
forward-looking statements, including certain risks and uncertainties that could
cause  actual  results to vary materially from the future results anticipated by
those  forward-looking  statements.  Such  statements  are  only predictions and
involve  known and unknown risks, uncertainties and other factors, including the
risks  in  the  section titled "Risk Factors". Among the key factors that have a
direct  bearing  on  our  results  of  operations  are  the  effects  of various
governmental  regulations, the fluctuation of our direct costs and the costs and
effectiveness  of  our operating strategy. Other factors could also cause actual
results  to  vary  materially  from  the  future  results  anticipated  by those
forward-looking  statements.

The  forward-looking  statements  are  based upon management's current views and
assumptions  regarding  future  events  and  operating  performance,  and  are
applicable only as of the dates of such statements. We do not have any intention
or  obligation  to  update publicly any forward-looking statements, whether as a
result  of new information, future events, changes in assumptions, or otherwise.

As  used  in  this  Current Report on Form 8-K, all references to the "Company,"
"we,"  "our"  and  "us"  for  periods prior to the closing of the Reorganization
refer  to  the  Registrant,  and  for  periods  subsequent to the closing of the
Reorganization  refer  to  the  Registrant  and  its  subsidiaries.  Information
regarding the Company, NSC and the principal terms of the Reorganization are set
forth  below.

                            DESCRIPTION OF BUSINESS

OVERVIEW

Solar  power  systems  are  used  in  industrial,  commercial  and  residential
applications to convert sunlight directly into electricity. Higher global energy
prices, increased environmental awareness and the desire for energy security are
accelerating the adoption of solar power. Governments around the world have also
implemented  various  tariffs,  tax  credits  and  other  incentives designed to
encourage  the  use  of  solar  power.

Novagen Solar Inc. (the "Company") is a full service solar power developer based
in  Toronto, Ontario. Novagen will market, sell, design and install solar energy
plants  across  North  America,  with  an  emphasis  on turnkey commercial power
systems,  brownfield  revitalization,  land  reclamation  and off-grid community
developments.  Novagen's  flexible  business  model  will  utilize best-in-class
products  in  conjunction  with innovative financial solutions to maximize solar
yield  and generate substantial value for our stockholders while contributing to
energy  security, social equity, and protection of the ecosystem upon which life
depends. Novagen is strategically positioned to capitalize on the feed-in-tariff
rates  for  photovoltaic  energy  currently  in  effect  in  Ontario,  Canada.

CORPORATE  HISTORY

Novagen  was incorporated in the State of Nevada on June 22, 2005 under the name
of  Pickford  Minerals  Inc.  We  were  originally engaged in the exploration of
mineral  deposits  in Labrador, Newfoundland, but due to higher than anticipated
costs  were  unable  to  implement  our  exploration  program.  Motivated  by
developments  in  solar  technology  and  believing  that  market conditions and
legislative  incentives were favorable, our management made a strategic decision
in  April  2009  to  pursue  opportunities  in  the  solar  industry.

On  April  27,  2009, we entered into an agreement to acquire all the issued and
outstanding  shares  of  Novagen  Solar (Canada) Ltd., a privately held Canadian
corporation  formed  on February 14, 2009 ("stocktickerNSC"). At the time of the
acquisition,  stocktickerNSC was engaged in the marketing, sale and distribution
of a portfolio of solar products based on leading technologies. On May 12, 2009,
we  changed  our  name  to  Novagen Solar Inc. The acquisition of stocktickerNSC
closed on July 10, 2009. Since closing the acquisition of NSC, we have abandoned
our  mineral  exploration  interests  and  focused  our  business  operations
exclusively  on  solar  energy.

The address for our head office is 1440-3044 Bloor Street West, Toronto, Ontario
M8X  2Y8.  Our telephone number is (647) 456-9521. Our facsimile number is (647)
439-3785. Our common stock is quoted on the NASD Over-the-counter Bulletin Board
under  the  symbol  "NOVZ".

PRODUCTS  AND  SERVICES

We intend to offer a number of solar products and services that seek to generate
revenue  from  initial  installation  activities, as well as potential recurring
revenue  from  an  installed  base  of  customers.

SOLAR  POWER  PLANT  DEVELOPMENT

Commercial  Solar  Installations.  We  plan  to  develop, finance, construct and
operate  commercial  solar  installations  in Ontario and throughout the rest of
North  America,  with a focus on rooftop and open-space systems that produce one
Megawatt  of  electricity or less. This is an area of the market that we believe
to  be  underserved.  We believe this sector offers faster deployment and better
prospects  for  generating  additional  business  from  customers  with multiple
locations.  We will offer property owners a comprehensive range of participation
levels  and  financing  packages, including leasing arrangements, that will have
the  broadest possible appeal. As part of our turnkey system, we will design and
specify  the  appropriate  system,  manage its installation and maintenance, and
arrange  for  all  of  the  necessary  financing.  We will also take care of the
required  permitting  and apply for subsidies. Additionally, we will arrange for
monitoring  and  maintenance  to  ensure  installed  systems  are  kept  in peak
condition  throughout  their  expected  life.

Solar  Power  Plants.  We  intend  to  develop  large  scale  (in  excess of one
Megawatt),  ground-mounted  solar  power  plants, either alone or in partnership
with  others. We plan to seek regulatory approval for a 10 Megawatt installation
in  Ontario,  Canada,  by  the  end  of  2011.

Brownfield  Revitalization  Brownfields  are  real  property,  the  expansion,
redevelopment, or reuse of which may be complicated by the presence or potential
presence  of  a  hazardous substance, pollutant, or contaminant. Cleaning up and
reinvesting  in  these  properties protects the environment, reduces blight, and
takes  development  pressures  off  greenspaces  and  working  lands.  The  U.S.
Environmental  Protection  Authority  estimates that there are more than 450,000
brownfields  in  the  U.S. The number of brownfields in Canada is not known, but
according  to the Canadian Brownfields Network, many are held by municipalities.
We  believe that solar energy technologies are well suited for use at brownfield
sites  because  they require very little maintenance and can be installed on the
ground  without penetrating the surface or disturbing existing contamination. We
intend  to  work  with  property  owners  and  municipalities  to  assist in the
revitalization  of  brownfields  by  providing  turnkey  solar  energy solutions
utilizing best-in-class photovoltaic arrays and building integrated solar energy
systems.

Land  Reclamation. Land reclamation refers to the restoration of land damaged by
mining,  erosion,  or some other activity or process. The process of reclamation
includes  maintaining  water  and  air quality, minimizing flooding, erosion and
damage  to wildlife and aquatic habitats caused by surface mining. In respect of
former  mining  sites,  reclamation  generally  involves filling in excavations,
grading  the land to avoid leaving steep slopes, placing the original topsoil on
the  graded  surface,  and  planting  the  topsoil  with  vegetation.  Through a
collaboration  with  our  industry partners, we plan to provide mining companies
with  sustainable  solar energy solutions for responsible exploration and mining
practices,  such  as providing solar power for mining operations and reclamation
activities,  and  post-reclamation  solar  power  plant  development.

Off-Grid  Communities. According to Natural Resources Canada, there are over 300
remote  communities  in  Canada  with  a  total  population  of  200,000.  These
communities  are  not  connected  to the North American electrical grid or piped
natural gas network and are permanent or long-term settlements. Many of them are
very  dependent on imported oil and pay energy costs that can be up to ten times
higher  than  in  the  rest  of  Canada.  We  intend  to  assist Canada's remote
communities to deploy solar solutions appropriate for their needs, including the
development of solar power plants to provide clean, reliable energy. In addition
to  providing  turnkey  systems,  we  will  assist  communities to establish and
nurture  a  maintenance support infrastructure for their power plant(s). Such an
infrastructure,  while  not  complex, must be functional and appropriate for the
size,  complexity  and  sophistication  of  the system deployed. We will provide
training  for  local  residents,  documentation  matched  to local capabilities,
spare-parts  inventory  and  component  resupply.  By providing communities with
appropriate  technology  and  infrastructure  training,  we  will  improve their
self-sufficiency  while  creating  jobs  and  supporting  the  local  economy.

MANUFACTURING

We  intend  to engage in manufacture of PV products within the next two years of
operations,  with  a  focus  on modules, inverters and mounting/tracking systems
utilized  in  our  solar  plants. The determination as to which products we will
seek  to  manufacture  will  depend  on market response, the availability of raw
materials,  available capital, and our ability to obtain manufacturing rights on
a  profitable  basis.  There  can  be  no  assurance that we will have access to
sufficient  capital  to  develop  manufacturing  operations. If we are unable to
establish  manufacturing  operations,  we  will be entirely dependent upon third
parties  for the supply of products, which could limit our growth and results of
operations.

COMPETITION

The  solar  market  is intensely competitive and rapidly evolving. The number of
solar  product resellers and integrators has rapidly increased due to the growth
of actual and forecast demand for solar products and the relatively low barriers
to  entry. We have only recently commenced operations, and do not presently hold
a  significant  competitive  market  position  in  the solar market. Many of our
competitors  are  large,  well  established  companies with substantially larger
operating  staffs  and  greater  capital resources than we have, which have been
engaged  in  the  solar  energy  business  for  a much longer time than we have.

Our  ability  to  compete  will  depend  upon  our  ability  to establish supply
relationships  with  wholesalers, OEM distributors and independent manufacturers
providing the most efficient solutions. Specifically, we will compete with major
PV  module manufacturers, such as Sharp Corporation, Suntech Power, BP Solar, GE
Energy,  Mitsubishi, and Sanyo; and integrated manufacturers of PV products such
as  First  Solar, Inc., Kyocera Corporation, Renewable Energy Corporation, Solar
World  AG and Sun Power Corporation. We will also compete with numerous regional
and national solar installation companies, including First Solar Inc., Skypower,
Pod  Generating  Group  and CarbonFree Technology Inc. We also expect to compete
with  new entrants to the solar market, including those that offer more advanced
technological  solutions  or that have greater financial resources. Furthermore,
the  entire  solar  industry also faces competition from conventional energy and
non-solar  renewable  energy  providers.

We  believe that we will be able to successfully compete by integrating products
with  our  installation  services  to  provide turnkey solar power solutions. By
providing  strong  technical,  financial  and  regulatory  expertise,  while
capitalizing  on  our  management's relationships with government, suppliers and
enterprise-level  end  users,  we believe that Novagen will be able to establish
itself  in  North  America  as a significant full-service solar power developer.

SUPPLIERS

By  establishing  strategic  partnerships with major component suppliers we will
ensure  that  every new project is designed and installed with the most advanced
technology appropriate for our customers. We will purchase PV panels used in our
solar  power systems principally from PowerCom Co. Inc., Green Energy Technology
Inc.,  Day4Energy  Inc.,  Kyocera  Solar  and  Suntech  America  and we purchase
inverters principally from SatCon Power Systems, which components will represent
approximately  two-thirds  of  our  component  requirements.  Hardware and other
materials  will  be  readily  available  for  off-the-shelf  purchase.

We  intend  to  remain  independent of any one technology or equipment vendor to
ensure that we will be able to offer our customers turnkey solutions best suited
to  their  individual  needs. As such, we do not have supply agreements with our
suppliers,  except  for  purchase  orders  on  a case-by-case basis. Although PV
panels  are  manufactured world-wide, we are subject to market price fluctuation
and  vendor  lead  time  and  inventory  for  the  components  that we purchase.

MARKETING

We  will  sell  our  solar  power systems directly to commercial, industrial and
governmental  customers,  through  an internal sales and marketing staff. We may
appoint  additional  sales representatives as independent contractors to solicit
business  and  identify  potential  development opportunities. We expect to rely
heavily  on the relationships between our management and end users in our target
market.

We  believe  that,  depending upon the size of the projects, it is likely that a
significant  portion  of our initial business will derive from a small number of
customers.  There  can  be no assurance that the loss of any such customer would
not  adversely  affect our business or results of operations. We expect that our
customer  mix  will  change  as  we  expand  our  operations.

REGULATIONS

The  market  for  electricity  generation  products  is  heavily  influenced  by
national,  regional and local government regulations and policies concerning the
electric  utility  industry,  as  well  as  internal  policies  and  regulations
promulgated  by  electric utilities. These regulations and policies often relate
to  electricity  pricing  and  technical  interconnection  of  customer-owned
electricity  generation.  In  Canada  and  in a number of other countries, these
regulations  and  policies  are  being modified and may continue to be modified.
Customer purchases of, or further investment in the research and development of,
alternative  energy sources, including solar power technology, could be deterred
by these regulations and policies, which could result in a significant reduction
in  the  potential  demand  for  our  solar  products.

Our operations are subject to a variety of national, federal, regional and local
laws,  rules  and  regulations  relating  to worker safety and the use, storage,
discharge  and  disposal  of  environmentally  sensitive  materials.  Because we
outsource  and  do  not  manufacture  our  solar  power  systems, we do not use,
generate,  store  or  discharge toxic, volatile or otherwise hazardous chemicals
and  wastes.  We believe that we are in compliance in all material respects with
all laws, rules, regulations and requirements that affect our business. Further,
we  believe  that compliance with such laws, rules, regulations and requirements
does  not  impose  a  material  impediment  on  our ability to conduct business.

GOVERNMENT  SUBSIDIES  AND  INCENTIVES

We  believe  that economic and national security issues, technological advances,
environmental  regulations  seeking  to  limit  emissions  by  fossil  fuel, air
pollution  regulations  restricting  the  release  of  greenhouse  gasses, aging
electricity  transmission  infrastructure  and  depletion  and limited supply of
fossil  fuels,  has  made reliance on traditional sources of fuel for generating
electricity less attractive. Government policies, in the form of both regulation
and  incentives,  have  accelerated  the  adoption  of  solar  technologies  by
businesses  and  consumers.  For  example, in the United States, the 2005 energy
bill  enacted  a  30%  investment  tax  credit  for  solar,  and in January 2006
California  approved  the  largest  solar  program in the country's history that
provides  for  long  term  subsidies  in the form of rebates to encourage use of
solar  energy  where  possible.  On  October  1,  2009,  the Province of Ontario
approved  the  highest  feed-in-tariff  subsidies in North America at that time.

Currently,  the  cost  of solar power exceeds the cost of power furnished by the
electric  utility  grid  in  many locations. Various subsidies and tax incentive
program  exist  at  the  national,  regional  and  local levels to encourage the
adoption  of  solar  power  including  the  following:

Capital Cost Rebates - provide funds to customers based on the cost of size of a
customer's  solar  power  system.

Performance-Based  Incentives - provide funding to customers based on the energy
produced  by  their  solar  energy  system.

Feed-In  Tariff  Subsidies  -  government  imposed prices set above market rates
(which  may differ by system size or application) that utilities are required to
pay  for renewable electricity generated by end-users for a guaranteed period of
time.

Tax  Credits  -  reduce  a  customer's  taxes  at  the  time  the taxes are due.

Net  Metering  -  enables end-users to sell any excess electricity they generate
from  solar energy to their local utility in exchange for a credit against their
utility  bills  (usually  combined  with  rebates).

Renewable  Portfolio  Standards  - government mandates that a certain portion of
electricity  delivered  to  customers  by  utilities come from a set of eligible
renewable  energy  resources,  and  in  some  instances,  that  a portion of the
renewable  energy  quota  must  be  generated  by  solar  energy.

If  any  of  these  subsidies  or  incentives  are  discontinued,  reduced  or
substantially  modified,  if  growth  in  any  such  subsidies  or incentives is
reduced,  or if renewable portfolio standards or similar production requirements
are  changed or eliminated, demand for our solar products could decline or never
develop,  and  our  results  of  operations  and  financial  condition  could be
materially  and  adversely  affected  as  a  result.

Despite the benefits of solar power, there are also certain risks and challenges
faced  by  solar power. Solar power is heavily dependent on government subsidies
to  promote  acceptance by mass markets. We believe that the near-term growth in
the  solar energy industry depends significantly on the availability and size of
these government subsidies and on the ability of the industry to reduce the cost
of  generating  solar  electricity. The market for solar energy products is, and
will continue to be, heavily dependent on public policies that support growth of
solar  energy.  There  can be no assurance that such policies will continue. Any
decrease  in  the  level  of rebates, incentives or other government support for
solar  energy  would have an adverse affect on our ability to sell our products.

Incentives  vary  by  country,  region,  and electric utility. Within the United
States,  one national incentive is the federal 30% investment tax credit ("ITC")
and  special  depreciation  rules.  The  ITC  credit  is  capped  at  $2,000 for
residential  customers  while  commercial customers are not subjected to any cap
while  federally  approved  accelerated  depreciation  is  limited to commercial
customers. The economic value in each given situation of the ITC and accelerated
depreciation  depends  on  the tax status of the customer. Additionally, several
states  offer  various  tax  credits  to  commercial  and residential customers.
Residential  customers and commercial customers are often eligible for different
non-tax  incentives  such  as  rebates, grants, performance based incentives and
feed-in-tariffs,  which  vary greatly from state to state and utility to utility
and  are often tiered according to a project's size and eligibility. Support for
solar  energy  projects  outside  the  United  States also vary greatly based on
different  programs  in  each  country.

Within  Canada,  the  Province  of  Ontario  has  implemented  a  program  for
feed-in-tariff subsidies ("FiT"). Under the FiT program, the Provincial electric
utility  will  purchase power generated through PV at premium rates for a period
of  20  years,  guaranteed  by  the Provincial Government. Additional provincial
policies  that  will  encourage  the  development  of solar energy in Canada are
expected  in  2010.

BUILDING  CODES

We  are required to obtain building permits and comply with local ordinances and
building  codes for each project, the cost of which is included in our estimated
costs  for  each  proposal.

RESEARCH  AND  DEVELOPMENT

We  have  not  undertaken  any  research or development over the last two fiscal
years.  We  intend  to establish cooperative research and development agreements
with certain universities, customers and suppliers with a view to developing new
solar products to which we will have sales rights. Our participation in any such
arrangement  may  be limited to financing and administration. We may conduct the
research  or  development  ourselves,  or  in  conjunction  with others. When we
collaborate  on  the  development  of  any  intellectual  property, we will seek
ownership  of  the  intellectual  property  or  the exclusive worldwide right to
exploit  such  intellectual  property.  We  have  not  established  a budget for
contributions  to  research  and  development.  Where  appropriate,  we may also
acquire,  commercialize  and  improve  new  or  existing  technologies.

INTELLECTUAL  PROPERTY

We  do  not  own  any of the intellectual property rights to any of the products
that  we  sell.

ENVIRONMENTAL

Our  operations  are  currently  limited  to  the sale and distribution of solar
products.  As  such,  we  are  not  aware  of  any  environmental  laws that are
applicable  to  our  business,  or which could result in any material compliance
costs  to  us  or  effects  on  our  business.

EMPLOYEES

We  currently  have no employees other than our officers and directors, who have
not  been  paid for their services. As we implement our business plan, we expect
to  add  significant  numbers  of  employees. We anticipate that by December 31,
2010,  we will have approximately five full-time employees, of which two will be
sales-related, one will be an electrical engineer, one will be executive and one
will  be  administrative.

By  March  31,  2011,  we  intend  to  engage  the  services  of  a construction
professional  to  oversee  power plant development. We may also retain qualified
persons  from  time to time on a contract basis to further assist in power plant
development.  We  plan  to  keep  our  operating costs low by using supplemental
contract  labor  and  subcontracting  portions  of  work to installers and other
specialists,  as  is  common  in  the  construction  industry.

By  June  30,  2011,  we  intend to engage two new executive officers, being the
President  and the Chief Financial Officer, and an additional external director.

While  we  do not presently have any employment agreements with our officers and
directors,  we  plan  to  enter  into agreements with each of our key employees,
including  executive  officers,  by  December 31, 2010. We do not presently have
pension,  health,  annuity,  insurance, stock options, profit sharing or similar
benefit  plans;  however,  we  may  adopt  such  plans  in the future. There are
presently  no  personal  benefits  available  to our officers and directors. See
"Executive  Compensation".

                                    PROPERTY

We do not presently own or have an interest in any real property.

                                  RISK FACTORS

Any  investment  in our common stock involves a high degree of risk. In addition
to  the  other information in this prospectus, the following risk factors should
be carefully considered in evaluating an investment in the Shares. If any of the
following  risks  occur, our business, operating results and financial condition
could  be  seriously harmed and our shareholders could lose all or part of their
investment.  This  discussion  also identifies important cautionary factors that
could  cause  the  Company's  actual  results  to  differ  materially from those
currently  anticipated  by  the  Company.

(1)  IT  IS  IMPOSSIBLE  TO EVALUATE THE INVESTMENT MERITS OF NOVAGEN BECAUSE WE
HAVE  NO  OPERATING  HISTORY.

We  are  a  development  stage  company  with no operating history upon which an
evaluation  of  our  future  success  or  failure  can  be  made.  Thus far, our
activities  have been primarily limited to organizational matters, acquiring our
operating  subsidiary,  taking  delivery  of  product  samples, sales promotion,
raising  capital,  and  the preparation and filing of our securities filings and
this  prospectus.  As  a  start-up  enterprise,  we are subject to all the risks
inherent in the initial organization, financing, expenditures, complications and
delays  inherent  in  a new business. Investors should evaluate an investment in
our company in light of the uncertainties encountered by start-up companies in a
competitive  environment.  There  can  be no assurance that our business will be
successful  or  that  we  will  be  able  to  attain  profitability.  Our future
viability, profitability and growth will depend upon our ability to successfully
implement  our  business  plan  and  to  expand  our operations. There can be no
assurance  that  any  of  our  efforts will prove successful or that we will not
continue  to  incur  operating  losses  in  the  future.

(2)  WE  WILL  NEED  ADDITIONAL  FINANCING TO EXECUTE OUR BUSINESS PLAN AND FUND
OPERATIONS,  WHICH  MIGHT  NOT  BE  AVAILABLE  ON  REASONABLE  TERMS  OR AT ALL.

Our  currently available capital and cash flows from operations are insufficient
to execute our current business plan and fund business operations long enough to
become cash flow positive or to achieve profitability. Our ultimate success will
depend  upon  our  ability  to  raise  capital.  There  can be no assurance that
additional funds will be available when needed from any source or, if available,
will  be  available  on  terms  that  are  acceptable  to  us.

We  will  be  required  to  pursue sources of additional capital through various
means,  including  joint  venture projects and debt or equity financings. Future
financings  through  equity  investments  are  likely to be dilutive to existing
stockholders.  Also,  the  terms  of  securities  we may issue in future capital
transactions  may  be  more  favorable  for  our  new  investors.  Newly  issued
securities  may include preferences, superior voting rights, and the issuance of
warrants  or  other  derivative  securities,  which may have additional dilutive
effects.  Further, we may incur substantial costs in pursuing future capital and
financing,  including  investment  banking  fees,  legal  fees, accounting fees,
printing  and  distribution expenses and other costs. We may also be required to
recognize  non-cash expenses in connection with certain securities we may issue,
such  as  convertible  notes  and  warrants,  which  will  adversely  impact our
financial  condition.

Our  ability  to  obtain needed financing may be impaired by such factors as the
capital  markets,  both  generally  and  specifically  in  the  renewable energy
industry,  and the fact that we have not been profitable, which could impact the
availability  or cost of future financings. If the amount of capital we are able
to  raise  from financing activities, together with our revenue from operations,
is  not  sufficient  to  satisfy  our  capital needs, even to the extent that we
reduce  our  operations  accordingly,  we  may  be required to cease operations.

(3)  WE  ARE  EXPOSED  TO RISKS ASSOCIATED WITH THE ONGOING FINANCIAL CRISIS AND
WEAKENING  GLOBAL  ECONOMY,  WHICH INCREASE THE UNCERTAINTY OF PROJECT FINANCING
FOR  COMMERCIAL  SOLAR  INSTALLATIONS  AND THE RISK OF NON-PAYMENT BY CUSTOMERS.

The  recent  severe  tightening  of the credit markets, turmoil in the financial
markets, and weakening global economy may cause slowdowns in the solar industry,
which  slowdowns  could  worsen  if  these  economic conditions are prolonged or
deteriorate  further.  The  market  for  solar  power systems depends largely on
commercial capital spending. Economic uncertainty exacerbates negative trends in
these  areas  of  spending,  and  may  negatively affect our ability to complete
sales. Difficulties in obtaining capital and deteriorating market conditions may
also  lead  to  the  inability of some customers to obtain affordable financing,
including  traditional  project  financing  and  tax-incentive  based financing,
resulting  in lower sales to potential customers with liquidity issues. Further,
these  conditions  and  uncertainty  about  future  economic  conditions make it
challenging  for  us to forecast our operating results, make business decisions,
and  identify  the  risks  that may affect our business, financial condition and
results  of  operations.  If  we are unable to timely and appropriately adapt to
changes  resulting  from  the difficult macroeconomic environment, our business,
financial  condition  or  results  of operations may be materially and adversely
affected.

(4)  SINCE  OUR  SOLE EXECUTIVE OFFICER HAS LIMITED EXPERIENCE WITH SOLAR ENERGY
AND  DOES  NOT  HAVE  FORMAL  TRAINING  SPECIFIC  TO SOLAR ENERGY DEVELOPMENT OR
INSTALLATION,  THERE  IS  A  HIGHER  RISK  THAT  OUR  BUSINESS  WILL  FAIL.

Our sole executive officer has limited experience with solar energy and does not
have  formal training in photovoltaics or in the technical aspects of developing
or installing solar technology. This inexperience presents a higher risk that we
will  be  unable to complete our business plan. In addition, we will be required
to  rely  on  the technical services of others with expertise in solar energy in
order for us to conduct our planned operations. If we are unable to contract for
the  services  of  such  individuals,  it  will  make  it  difficult  and may be
impossible  to  pursue  our  business plan. There is thus a higher risk that our
operations,  earnings  and  ultimate  financial success could suffer irreparable
harm  and  that  our  investors  will  lose  all  of  their  investment.

(5)  IF  WE ARE UNABLE TO COMPETE EFFECTIVELY IN THE INTENSELY COMPETITIVE SOLAR
POWER  INDUSTRY,  WE  MAY  BE  UNABLE  TO  GAIN  MARKET SHARE OR GENERATE SALES.

We  operate  in  a  competitive  environment  that  is  characterized  by  price
fluctuations,  supply  shortages and rapid technological change. We compete with
major  international and domestic companies. Our major competitors include First
Solar  Inc.,  SunPower, SPG Solar, Akeena Solar, Sun Edison and Global Solar, as
well  as  numerous other regional players such as Skypower, Pod Generating Group
and CarbonFree Technology Inc., and other similar companies primarily located in
our  operating  markets. Our competitors may have greater market recognition and
substantially greater financial, technical, marketing, distribution, purchasing,
manufacturing, personnel and other resources than we do. Many of our competitors
are  developing  and  are  currently producing products based on new solar power
technologies  that  may  ultimately  have  costs  similar to, or lower than, our
projected  costs.  Many  of  our  current  and potential competitors have longer
operating  histories,  greater name recognition, access to larger customer bases
and  significantly  greater  financial,  sales  and  marketing,  manufacturing,
distribution, technical and other resources than we do. As a result, they may be
able  to  respond more quickly to changing customer demands or to devote greater
resources  to  the  development,  promotion  and  sales of products than we can.

Some  of  our  competitors  own,  partner  with,  have  longer  term or stronger
relationships with solar cell providers which could result in them being able to
obtain  solar  cells  on a more favorable basis than we can. It is possible that
new competitors or alliances among existing competitors could emerge and rapidly
acquire  significant  market share, which would harm our business. If we fail to
compete  successfully, our business would suffer and we may lose or be unable to
gain  market  share.

We  may  in  the  future compete for potential customers with solar and heating,
ventilation  and  air  conditioning  systems  installers  and service providers,
electricians, utilities and other providers of solar power equipment or electric
power.  Competition  in  the  solar  power services industry may increase in the
future,  partly  due  to  low  barriers  to  entry.  In  addition,  we  may face
competition  from  other  alternative  energy  resources  now  in  existence  or
developed in the future. Increased competition could result in price reductions,
reduced  margins  or  loss of market share and greater competition for qualified
technical  personnel.

(6)  EXISTING REGULATIONS AND CHANGES TO SUCH REGULATIONS MAY PRESENT TECHNICAL,
REGULATORY AND ECONOMIC BARRIERS TO THE PURCHASE AND USE OF PHOTOVOLTAICS, WHICH
MAY  SIGNIFICANTLY  REDUCE  DEMAND  FOR  OUR  PRODUCTS.

The  market  for  photovoltaics  is  heavily  influenced  by  foreign,  federal,
provincial and local government regulations and policies concerning the electric
utility  industry,  as  well as internal policies and regulations promulgated by
electric  utilities.  These regulations and policies often relate to electricity
pricing  and technical interconnection of customer-owned electricity generation.
In many countries, including Canada and the United States, these regulations and
policies  are being modified and may continue to be modified. Customer purchases
of, or further investment in the research and development of, alternative energy
sources,  including  solar  power  technology,  could  be  deterred  by  these
regulations  and  policies, which could result in a significant reduction in the
potential  demand  for  our solar power products. For example, utility companies
commonly  charge fees to larger, industrial customers for disconnecting from the
electric grid or for having the capacity to use power from the electric grid for
back-up  purposes.  These fees could increase the cost to our customers of using
our  solar  power  products  and  make them less desirable, which would harm our
business,  prospects,  results  of  operations  and  financial  condition.  We
anticipate  that our solar power products and their installation will be subject
to  oversight  and  regulation  in accordance with national and local ordinances
relating  to  building  codes,  safety,  environmental  protection,  utility
interconnection  and  metering  and  related  matters. There is also a burden in
having  to  track  the requirements of individual states and design equipment to
comply  with  the  varying  standards. Any new government regulations or utility
policies  pertaining  to  our  solar  power  products  may result in significant
additional  expenses  to  us  and  our  resellers  and their customers and, as a
result,  could  cause  a  significant  reduction  in demand for our products and
services.

(7) THE REDUCTION OR ELIMINATION OF GOVERNMENT ECONOMIC INCENTIVES COULD PREVENT
US  FROM  ACHIEVING  SALES  AND  EARNING  REVENUE.

Currently,  the  cost  of solar power exceeds the cost of power furnished by the
electric  utility  grid  in  many  locations. As a result, federal, regional and
local government bodies in Canada and the United States have provided incentives
in  the  form  of  rebates,  tax  credits  and  other  incentives  to end users,
distributors,  system  integrators  and manufacturers of solar power products to
promote the use of solar energy in on-grid applications and to reduce dependency
on  fossil  fuels.  If  any  of  these subsidies or incentives are discontinued,
reduced or substantially modified, if growth in any such subsidies or incentives
is  reduced,  or  if  renewable  portfolio  standards  or  similar  production
requirements  are  changed  or  eliminated,  demand  for  our photovoltaic solar
products  and  services  could  decline  or  never  develop,  and our results of
operations and financial condition could be materially and adversely affected as
a  result.

(8)  WE WILL BE DEPENDENT UPON A LIMITED NUMBER OF SUPPLIERS FOR OUR SOLAR POWER
PRODUCTS  AND EQUIPMENT IN THE NEAR TERM, WHICH COULD PREVENT US FROM DELIVERING
OUR PRODUCTS AND SERVICES TO OUR CUSTOMERS WITHIN REQUIRED TIMEFRAMES, RESULTING
IN  INSTALLATION  DELAYS,  CANCELLATIONS, LIQUIDATED DAMAGES AND AN INABILITY TO
ACHIEVE  MARKET  SHARE.

We  are  currently dependent upon third party suppliers for all the photovoltaic
products  and equipment that we sell and use in our installations. If we fail to
develop,  maintain,  and  in  many  cases,  expand  our relationships with other
suppliers  of  photovoltaic products, we may be unable to profitably deliver our
products and services to our customers within required timeframes. Additionally,
the  failure  of  a supplier to supply products in a timely manner, or to supply
products that meet our quality, quantity and cost requirements, could impair our
ability  to  provide  products and services to our customers, particularly if we
are  unable  to obtain substitute sources of these materials and components on a
timely  basis  or on terms acceptable to us. Consequently, we could be prevented
from  delivering  products  and  services  to  our  customers  within  required
timeframes, which could result in installation delays, cancellations, liquidated
damages,  and  have  a  material  adverse  effect on our business and results of
operations.

(9)  WE  ARE DEPENDENT UPON OUR SUPPLIERS FOR THE COMPONENTS USED IN THE SYSTEMS
WE  DESIGN AND INSTALL, AND OUR MAJOR SUPPLIERS ARE DEPENDENT UPON THE CONTINUED
AVAILABILITY  AND  PRICING  OF  SILICON  AND  OTHER  RAW MATERIALS USED IN SOLAR
MODULES.

The  solar panels, inverters and other components to be used in our systems will
be  purchased  from  a limited number of suppliers. We do not manufacture any of
the  components  to  be  used  in our solar installations. We do not have supply
agreements  with  our  suppliers,  except  for purchase orders on a case-by-case
basis,  and  as  such,  we  are  subject to fluctuation in market prices for the
components  that  we  purchase  for our installations. We cannot ensure that the
prices  charged  by our suppliers will not increase because of changes in market
conditions  or  other  factors  beyond  our control. An increase in the price of
components  used  in  our  systems  could  result  in  reduced margins and/or an
increase  in  costs to our customers and could have a material adverse effect on
our  revenue and demand for our services. Similarly, our suppliers are dependent
upon  the availability and pricing of silicon, one of the main materials used in
manufacturing  solar  panels.  The  world  market  for  solar  panels  recently
experienced  a  shortage  of supply due to insufficient availability of silicon.
This  shortage caused the prices for solar modules to increase. Interruptions in
our  ability  to  procure  needed  components  for  our  systems, whether due to
discontinuance  by  our  suppliers,  delays  or  failures in delivery, shortages
caused  by  inadequate  production  capacity  or  unavailability,  or  for other
reasons,  could limit our sales and growth. In addition, increases in the prices
of  modules  could  make  systems  that  have  been  sold  but not yet installed
unprofitable  for  us.  There  is  no  assurance  that  we  will be able to have
photovoltaic  systems manufactured on acceptable terms or of acceptable quality,
the  failure  of  which  could  lead  to  a  loss  of  sales  and  revenues.

(10)  WE  ARE  EXPOSED  TO RISKS ASSOCIATED WITH PRODUCT LIABILITY CLAIMS IN THE
EVENT  THAT THE USE OR INSTALLATION OF OUR PRODUCTS RESULTS IN INJURY OR DAMAGE.

Since  the  products  we  will  install are devices that produce electricity and
heat,  it  is  possible  that  users  could be electrocuted, burned or otherwise
injured  or  even  killed  by  such  products,  whether by product malfunctions,
defects,  improper  installation or other causes. As a distributor and installer
of  products that are used by consumers, we face an inherent risk of exposure to
product  liability claims or class action suits in the event that the use of the
solar  power  products we sell or install results in injury or damage. Moreover,
we  may  not  have adequate resources in the event of a successful claim against
us.  We  intend  to  carry  general  liability  coverage  and umbrella liability
coverage.  We  also  plan  to obtain certificates of insurance from the property
owners  where  we  operate  and  require  all  subcontractors  to  name us as an
additional insured and as a certificate holder on their policies. The successful
assertion  of  product  liability  claims  against  us  could result in material
reputational  and  monetary  damages  and,  if  our  insurance  protection  is
inadequate,  could  require  us  to  make  significant  payments.

(11)  OUR  BUSINESS  REQUIRES  US  TO PLACE OUR EMPLOYEES AND TECHNICIANS ON OUR
CUSTOMERS'  PROPERTIES,  WHICH  COULD  GIVE  RISE  TO  CLAIMS  AGAINST  US.

If we are unsuccessful in our installation of products and provision of services
to  customers,  we  could  damage  or  cause  a material adverse change to their
premises  or  property,  which  could  give  rise to claims against us. Any such
claims  could  be  material  in dollar amount and could significantly damage our
reputation.  In  addition,  we  are  exposed  to  various  risks and liabilities
associated  with  placing  our  employees  and  technicians  in  the  homes  and
workplaces of others, including possible claims of errors and omissions based on
the  alleged  actions  of  our  personnel, including harassment, theft of client
property,  criminal  activity  and  other  claims.

(12)  IF  PHOTOVOLTAIC  TECHNOLOGY  IS  NOT SUITABLE FOR WIDESPREAD ADOPTION, OR
SUFFICIENT  DEMAND FOR PHOTOVOLTAIC PRODUCTS DOES NOT DEVELOP OR TAKES LONGER TO
DEVELOP  THAN  WE  ANTICIPATE,  IT  WILL  IMPAIR OUR ABILITY TO EARN REVENUE AND
ACHIEVE  PROFITABILITY.

The  market  for photovoltaic products is emerging and rapidly evolving, and its
future  success  is  uncertain. If photovoltaic technology proves unsuitable for
widespread commercial deployment or if demand for photovoltaic products fails to
develop  sufficiently,  we would be unable to generate enough revenue to achieve
and  sustain  profitability.  In  addition,  demand for photovoltaic products in
Canada  and any other markets or geographic regions we target may not develop or
may  develop  more  slowly  than  we anticipate. Many factors will influence the
widespread  adoption  of  photovoltaic  technology  and  demand for photovoltaic
products,  including:

*    fluctuations in economic and market conditions that affect the viability of
     conventional  and  other  renewable  energy  sources,  such as increases or
     decreases  in  the  prices  of  oil  and  other  fossil  fuels;

*    cost-effectiveness,  performance  and  reliability of photovoltaic products
     compared to conventional and other renewable energy sources and products; *
     success  of  other  renewable  energy  generation  technologies  such  as
     hydroelectric,  wind,  geothermal  and  biomass;

*    deregulation  of the electric power industry and broader energy industry; *
     availability  of  government  subsidies  and  incentives;

*    capital  expenditures  by  end  users  of  photovoltaic  products;  and

*    availability  of  raw  materials  used  in  the manufacture of photovoltaic
     products.

(13) OUR GROWTH MAY NOT BE MANAGEABLE AND OUR BUSINESS COULD SUFFER AS A RESULT.

Even  if we are successful in developing our new business, failure to manage the
growth could adversely affect our operations. We may experience extended periods
of  very rapid growth, which could place a significant strain on our management,
operating,  financial and other resources. Our future performance will depend in
part  on  our  ability  to manage growth effectively. We must develop management
information  systems,  including  operating,  financial, and accounting systems,
improve  project  management  systems and expand, train, and manage employees to
keep  pace  with  growth.  Our  inability  to  manage  growth  effectively could
negatively  affect  results of operations and the ability to meet obligations as
they  come  due.

(14) ACQUISITIONS OF OTHER COMPANIES OR INVESTMENTS IN JOINT VENTURES WITH OTHER
COMPANIES COULD ADVERSELY AFFECT OUR OPERATING RESULTS, DILUTE OUR STOCKHOLDERS'
EQUITY,  OR  CAUSE US TO INCUR ADDITIONAL DEBT OR ASSUME CONTINGENT LIABILITIES.

To  increase  our  business and maintain our competitive position, we may in the
future  acquire  companies  or  engage in joint ventures. Acquisitions and joint
ventures  involve  a  number of risks that could harm our business and result in
the  acquired  business  or joint venture not performing as expected, including:

*    insufficient experience with technologies and markets in which the acquired
     business  is  involved,  which may be necessary to successfully operate and
     integrate  the  business;

*    problems  integrating  the  acquired operations, personnel, technologies or
     products  with  the  existing  business  and  products;

*    diversion  of  management  time and attention from the core business to the
     acquired  business  or  joint  venture;

*    potential  failure  to  retain  key  technical, management, sales and other
     personnel  of  the  acquired  business  or  joint  venture;

*    difficulties in retaining relationships with suppliers and customers of the
     acquired  business,  particularly where such customers or suppliers compete
     with  us;

*    subsequent  impairment of the acquired assets, including intangible assets;
     and

*    assumption  of  liabilities  including,  but  not limited to, lawsuits, tax
     examinations,  warranty  issues,  etc.

To  the  extent  that  we  invest  in  upstream  suppliers or downstream channel
capabilities,  we may experience competition or channel conflict with certain of
our  existing  and potential suppliers and customers. Specifically, existing and
potential  suppliers  and  customers may perceive that we are competing directly
with  them  by  virtue of such investments and may decide to reduce or eliminate
their  supply  volume  to  us  or  order  volume  from  us.

(15) SINCE OUR BOARD OF DIRECTORS DOES NOT INTEND TO PAY DIVIDENDS ON OUR COMMON
STOCK  IN  THE FORESEEABLE FUTURE, IT IS LIKELY THAT INVESTORS WILL ONLY BE ABLE
TO  REALIZE  A  RETURN ON THEIR INVESTMENT BY RESELLING SHARES PURCHASED THROUGH
THIS  OFFERING.

We  intend  to retain our future earnings, if any, to support our operations and
to  finance  the growth and development of our business and do not expect to pay
cash  dividends  in  the  foreseeable  future.  As  a  result, the success of an
investment  in  our common stock will likely depend upon any future appreciation
in  the  value  of our common stock. There is no guarantee that our common stock
will  appreciate  in  value  or  even  maintain  its  current  trading  price.

(16)  IF  WE  ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO
IMPLEMENT  OUR  BUSINESS  PLAN  AND  OUR  BUSINESS  MAY  FAIL.

Our  future success depends, to a significant extent, on our ability to attract,
train  and  retain capable technical, sales and managerial personnel. Recruiting
and  retaining capable personnel, particularly those with expertise in the solar
power  industry,  is  vital to our success. There is substantial competition for
qualified technical and managerial personnel, and there can be no assurance that
we  will be able to attract or retain the necessary persons. If we are unable to
attract  and retain qualified employees, our business may fail and our investors
could  lose  their  investment.

(17) OUR CEO OWNS A CONTROLLING PERCENTAGE OF OUR VOTING STOCK, WHICH WILL ALLOW
HIM  TO  MAKE  KEY DECISIONS AND EFFECT TRANSACTIONS WITHOUT FURTHER SHAREHOLDER
APPROVAL.

Even  if  all  the  Shares are sold, our Chief Executive Officer will own 43 per
cent  of our outstanding voting stock, on a fully diluted basis. Accordingly, he
will  be  able  to  control  the  outcome  of stockholder votes, including votes
concerning the election of directors, the adoption or amendment of provisions in
our  Articles  of  Incorporation and our Bylaws, and the approval of mergers and
other significant corporate transactions. These factors may also have the effect
of  delaying or preventing a change in our management or our voting control. Our
Articles  of  Incorporation  do  not  provide  for  cumulative  voting.

(18)  WE MAY ISSUE SHARES OF PREFERRED STOCK WITH GREATER RIGHTS THAN OUR COMMON
STOCK, WHICH MAY ENTRENCH MANAGEMENT AND RESULT IN DILUTION OF OUR SHAREHOLDERS'
INVESTMENT.

Our  Articles of Incorporation authorize the issuance of up to 50,000,000 shares
of  preferred  stock,  par  value $0.0001 per share. The authorized but unissued
preferred stock may be issued by our board of directors from time to time on any
number  of  occasions,  without  stockholder  approval,  as one or more separate
series  of  shares comprised of any number of the authorized but unissued shares
of  preferred  stock, designated by resolution of our board of directors stating
the  name  and  number of shares of each series and setting forth separately for
such  series the relative rights, privileges and preferences thereof, including,
if  any,  the:  (i)  rate  of  dividends  payable thereon; (ii) price, terms and
conditions  of  redemption;  (iii)  voluntary  and  involuntary  liquidation
preferences; (iv) provisions of a sinking fund for redemption or repurchase; (v)
terms of conversion to common stock, including conversion price, and (vi) voting
rights.  Such  preferred  stock  may  enable our board of directors to hinder or
discourage  any  attempt  to  gain  control of us by a merger, tender offer at a
control  premium  price, proxy contest or otherwise. Consequently, the preferred
stock  could entrench our management. The market price of our common stock could
be  depressed  to some extent by the existence of the preferred stock. As of the
date  of  this  prospectus,  no  shares  of  preferred  stock  have been issued.

(19)  APPLICABLE  STOCKTICKERSEC  RULES  GOVERNING THE TRADING OF "PENNY STOCKS"
LIMIT  THE  LIQUIDITY OF OUR COMMON STOCK, WHICH COULD MAKE IT DIFFICULT FOR OUR
SHAREHOLDERS  TO  SELL  THEIR  SHARES.

As the shares of our common stock are penny stock, many brokers are unwilling to
effect  transactions  in  that  common stock which can make it difficult for our
shareholders  to  sell their shares of our common stock if a market develops for
that common stock. Our common stock is defined as a penny stock pursuant to Rule
3a51-1  pursuant  to the Securities Exchange Act of 1934. Penny stock is subject
to  Rules  15g-1  through  15g-10  of the Securities Exchange Act of 1934. Those
rules  require broker-dealers, before effecting transactions in any penny stock,
to:

*    Deliver  to  the  customer,  and obtain a written receipt for, a disclosure
     document;

*    Disclose  certain  price  information  about  the  penny  stock;

*    Disclose  the  amount  of compensation received by the broker-dealer or any
     associated  person  of  the  broker-dealer;

*    Send monthly  statements  to  customers  with  market and price information
     about  the  penny  stock;  and

*    In some  circumstances,  approve the purchasers account pursuant to certain
     standards  and  deliver written statements to the customer with information
     specified  in  those  rules.

Rather  than  comply  with those rules, many broker-dealers refuse to enter into
penny  stock transactions which may make it more difficult for investors to sell
their  shares  of  our  common  stock  and  thereby liquidate their investments.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
                                   OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS DISCUSSION
CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE
RISKS  AND  UNCERTAINTIES,  SUCH  AS  OUR  PLANS,  OBJECTIVES,  EXPECTATIONS AND
INTENTIONS.  OUR  ACTUAL  RESULTS  AND THE TIMING OF CERTAIN EVENTS COULD DIFFER
MATERIALLY  FROM  THOSE  ANTICIPATED  IN  THESE  FORWARD-LOOKING STATEMENTS AS A
RESULT  OF  CERTAIN  FACTORS,  INCLUDING  THOSE  SET FORTH UNDER "RISK FACTORS,"
"DESCRIPTION  OF  BUSINESS"  AND  ELSEWHERE  IN  THIS  PROSPECTUS.

OVERVIEW

Until  July  10,  2009, our business plan was to explore our mineral property to
determine  whether  it  contained  commercially exploitable reserves of valuable
minerals. Our plan was to commence a mineral exploration program that would have
involved  expanded geological mapping, and geochemical sampling that would cover
previously established grid areas, as well as other prospective sites that might
have  been developed to delineate either base metals or industrial minerals. Due
to  higher  than  anticipated  fuel  costs,  we  were  unable  to  commence  our
exploration  program  as  planned in 2008. By the second quarter of 2009, we had
insufficient  capital  to  initiate  complete  our  program.  In light of market
conditions,  our management determined in our second fiscal quarter of 2009 that
it  was  in the Company's best interests to review opportunities in the field of
solar  energy.

On  April  27,  2009,  we  entered  into  the  Reorganization Agreement with the
shareholders  of  Novagen  Solar (Canada) Ltd. ("NSC") to acquire all the issued
and  outstanding  shares  of NSC. NSC was the exclusive sales agent in Canada of
RSi,  and  a non-exclusive sales agent for RSi everywhere else in the world. The
acquisition  of NSC was closed on July 10, 2009. As a result of the acquisition,
we abandoned our mineral exploration interests and began pursuing the marketing,
sale  and  distribution  of  PV  products  as  our  primary  business.

On November 10, 2009, the Company agreed with NSC and RSi to terminate the Sales
License granting NSC the right to sell photovoltaic products distributed by RSi.
The  termination  released  all parties to the sales license from all claims and
obligations  arising  from  the  sales  license  or  the termination thereof. On
December  1, 2009, the acquisition of NSC was rescinded, resulting in all issued
and outstanding shares of NSC being returned to the original NSC shareholders in
exchange  for  all  securities issued by the Company as part of the acquisition.

As  part  of  the  rescission of our acquisition of NSC, on December 31, 2009 we
issued a non-interest bearing convertible demand note for $50,000 to NSC for the
acquisition  of  the solar panels. On August 10, 2010, we repaid the demand note
in  full.

We  have not earned revenue since inception and we presently have no solar power
installations  in  operation. Since inception, our activities have been financed
from  the  proceeds  of  share  subscriptions  and  loans  from  management  and
non-affiliated  third  parties.

Our  business  is  in  the early stages of development. We do not presently have
sufficient capital to sustain minimal operations for the next 12 months, but our
President  has  undertaken  to provide such financing as may be required in that
regard.  Our  management believes that a minimum of $600,000 will be required to
implement  our business plan and secure development and regulatory approvals for
solar  power  stations  over  the  next  twelve  months. Our currently available
capital  and  cash flows from operations are insufficient to execute our current
business  plan  and  fund  business  operations  long enough to become cash flow
positive  or to achieve profitability. Our ultimate success will depend upon our
ability  to  raise  capital.

We  will  be  required  to  pursue sources of additional capital through various
means,  including  joint  venture projects and debt or equity financings. Future
financings  through  equity  investments  are  likely to be dilutive to existing
stockholders.  Also,  the  terms  of  securities  we may issue in future capital
transactions  may  be  more  favorable  for  our  new  investors.  Newly  issued
securities  may include preferences, superior voting rights, and the issuance of
warrants  or  other  derivative  securities,  which may have additional dilutive
effects.  Further, we may incur substantial costs in pursuing future capital and
financing,  including  investment  banking  fees,  legal  fees, accounting fees,
printing  and  distribution expenses and other costs. We may also be required to
recognize  non-cash expenses in connection with certain securities we may issue,
such  as  convertible  notes  and  warrants,  which  will  adversely  impact our
financial  condition.

Our  ability  to  obtain needed financing may be impaired by such factors as the
capital  markets,  both  generally  and  specifically  in  the  renewable energy
industry,  and the fact that we have not been profitable, which could impact the
availability  or cost of future financings. If the amount of capital we are able
to  raise  from financing activities, together with our revenue from operations,
is  not  sufficient  to  satisfy  our  capital needs, even to the extent that we
reduce  our  operations  accordingly,  we  may  be required to cease operations.

There  is  no  assurance  that  we  will  be  able  to obtain financing on terms
satisfactory to use, or at all. We do not have any arrangements in place for any
future financing. If we are unable to secure additional funding, we may cease or
suspend  operations. We have no plans, arrangements or contingencies in place in
the  event  that  we  cease  operations.

RESULTS  OF  OPERATIONS

YEAR  ENDED  DECEMBER  31,  2009  COMPARED  TO  THE YEAR ENDED DECEMBER 31, 2008

We  recorded  a  net  loss  of  $396,673  for  the year ended December 31, 2009,
compared  with  a  net  loss  of  $29,599  for the year ended December 31, 2008.
Operating  expenses  consisted  of  consulting fees, professional fees, interest
expenses  and other general corporate expenses. Operating expenses were $396,673
for  the  year  ended  December  31,  2009,  compared  with $29,599 in operating
expenses  for  the  year  ended  December 31, 2008. The increase was a result of
costs associated with our change of business and consulting fees associated with
the  exploration  of  our  mineral  properties.

Marketing  expenses  for the 2009 fiscal year were $184,591, compared to Nil for
fiscal 2008. Marketing expenses included all costs associated with exhibiting at
the  ICSC  trade  show  in  Las  Vegas, Nevada and the Intersolar trade shows in
Munich,  Germany  and  San  Francisco,  California.

Director  fees in fiscal 2009 were $110,000, compared to Nil for the 2008 fiscal
year.  The  increase  was  due to issuance of 200,000 common stock at a price of
$0.55  per  share  to  a  director  of  the  Company.

Professional  fees  were  $17,905 for the year ended December 31, 2009, compared
with $24,312 for the year ended December 31, 2008. Professional fees incurred in
fiscal  year  2009 consist of accounting fees associated with our acquisition of
NSC,  and  the  audited financial statements and periodic reporting obligations.

Consulting  fees for the year ended December 31, 2009 were $2,300, compared with
$1,412  for the year ended December 31, 2008. Consulting fees incurred in fiscal
2009  were  due  to  assistance  with the preparation of our quarterly financial
reports.

General  office  expenses  were  $7,684  for  the  year ended December 31, 2009,
compared  with  office  expenses of $2,064 for the year ended December 31, 2008.
The  increase  was  due  to  increase  in  operating  activities  in  2009.

QUARTER  ENDED  MARCH  31,  2010  COMPARED  TO  THE QUARTER ENDED MARCH 31, 2009

We  realized  a  net loss of $1,583 during the three month period ended June 30,
2010,  due to operating expenses. Operating expenses during the period consisted
of  professional  fees  and other general corporate expenses. Operating expenses
for  the  three  month  period  ended  June  30,  2009  were  $65,484  and  were
attributable to marketing expenses, professional fees, office expenses and other
general  corporate  expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES.

As  of  June  30, 2010, our total liabilities increased to $262,402 comprised of
$155,518  in  trade  debt  arising  from professional fees and our exhibition at
several  trade  shows,  $56,884 owing to a director for expenses incurred on our
behalf  and  a  non-interest  bearing  convertible debenture of $50,000 owing to
Novagen  Solar  (Canada)  Ltd.,  which  is  controlled  by  our sole officer and
director.  As  of  December  31,  2009,  total  liabilities  were  $248,501.

On  August  4, 2010, we agreed to issue 26,224,600 shares of our common stock in
full  and  final  satisfaction of $262,246 in debt, of which $58,558 was owed to
our  sole  director  and officer. Our management believes that the retirement of
the  outstanding  debt  obligations  will  improve  Novagen's  ability to obtain
financing.

On August 4, 2010, Novagen agreed to issue 10,000,000 shares of our common stock
to  four  investors  at  $0.01  per  share.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth, as of the Record Date, information concerning
ownership  of the Company's securities by (i) each Director, (ii) each executive
officer,  (iii)  all  directors and executive officers as a group; and (iv) each
person known to the Company to be the beneficial owner of more than five percent
of  each  class:

The number and percentage of shares beneficially owned includes any shares as to
which  the  named person has sole or shared voting power or investment power and
any  shares  that  the  named  person  has  the right to acquire within 60 days.

-----------------------------------------------------------------------------
                                                         BENEFICIAL OWNERSHIP
NAME OF BENEFICIAL OWNER                                COMMON     PERCENTAGE
                                                        SHARES       OF CLASS
-----------------------------------------------------------------------------
Thomas Mills                                         9,000,000          20.6%
-----------------------------------------------------------------------------
All directors and executive officers, as a group     9,000,000          20.6%
=============================================================================
Ophion Management Ltd. (1)                           5,855,800          13.4%
Gisela Mills (2)                                     5,540,000          12.7%
Fahrinsland Capital LLC                             15,738,443          36.0%
-----------------------------------------------------------------------------
All beneficial owners of more than 5% of            31,057,244          62.1%
the Company's common stock, as a group
=============================================================================
(1)     Ophion Management Ltd. is owned and controlled by Thomas Mills, our sole
officer and director.
(2)     Gisela Mills is the mother of Thomas Mills, our sole officer and
director.

The address for all directors, executives officers and beneficial owners of more
than  5%  of our common stock is 3044 Bloor Street West, Suite 1440, Toronto, ON
M8X  2Y8.

Unless otherwise noted, we believe that all persons named in the table have sole
voting  and  investment  power  with  respect  to  all  shares  of  common stock
beneficially  owned  by  them. For purposes hereof, a person is considered to be
the beneficial owner of securities that can be acquired by such person within 60
days  from  the  date  hereof,  upon  the exercise of warrants or options or the
conversion  of  convertible  securities.  Each  beneficial  owner's  percentage
ownership  is  determined  by  assuming  that  any  such  warrants,  options  or
convertible  securities  that are held by such person (but not those held by any
other  person)  and  which can be exercised within 60 days from the date hereof,
have  been  exercised.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The  following  sets  forth  our  directors,  executive  officers, promoters and
control  persons,  their ages, and all offices and positions held. Directors are
elected  for  a period of one year and thereafter serve until their successor is
duly elected by the shareholders. Officers and other employees serve at the will
of  the  Board  of  Directors.

--------------------------------------------------------------------------------
                                                                    TERM PERIOD
                                                                       SERVED AS
NAME AND ADDRESS              POSITION                  AGE     DIRECTOR/OFFICER
--------------------------------------------------------------------------------

Thomas Mills                  Chief Executive Officer,   42      2009 to present
1440-3044 Bloor Street West,  President,
Toronto, Ontario M8X 2Y8      Chief Financial Officer
                              and a director
--------------------------------------------------------------------------------

Thomas  Mills  is presently our sole officer and a director since July 10, 2009.
Mr.  Mills was the co-founder of Thrust Energy Corp., an oil and gas exploration
company in June 2005, and has been its Chief Executive Officer, President, Chief
Financial  Officer  and  a  director  since  inception.  Mr.  Mills was also the
co-founder of AMP Productions Ltd., a motion picture production company in March
2003,  and has served as its Chief Executive Officer, President, Chief Financial
Officer  and  a  director  since  its inception. Mr. Mills was the co-founder of
Kingston  Mines  Ltd.,  a  mineral exploration company in June 2005, and was its
Vice-President,  Chief  Financial  Officer  and a director until April 2008. Mr.
Mills  also  served  as  the  President of Kingston Mines Ltd. from January 2008
until April 2008. From 2001 to September 2004, Mr. Mills was the Chief Executive
Officer  and  President  of  Torrent  Energy  Corp.,  a  natural gas exploration
company,  acting  as  its  Chief  Financial Officer from March 2004 to September
2004.  He  received  his  Bachelor of Laws degree from the University of British
Columbia  in  1996,  and  holds  a  Bachelor  of Arts degree with an emphasis on
management  and  organizational  behavior,  obtained  from  the  University  of
Waterloo,  Waterloo, Ontario in 1992. Mr. Mills was called to the Bar of British
Columbia in 1997, and remains a part-time practicing member. The address for all
our  officers and directors is 1440-3044 Bloor Street West, Toronto, Ontario M8X
2Y8.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

During  the past five years none of our directors, executive officers, promoters
or  control  persons  have:

(1)  had  any bankruptcy petition filed by or against any business of which such
person  was  a  general  partner  or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to  that  time;

(2)  been  convicted  in  a criminal proceeding or subject to a pending criminal
proceeding;

(3)  been  subject to any order, judgment, or decree, not subsequently reversed,
suspended  or  vacated,  of  any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in  any  type  of  business,  securities  or  banking  activities;  or

(4)  been  found  by  a  court  of competent jurisdiction in a civil action, the
Commission  or  the  Commodity  Futures  Trading  Commission  to have violated a
federal  or  state  securities or commodities law, and the judgment has not been
reversed,  suspended,  or  vacated.

COMMITTEES  OF  THE  BOARD

All proceedings of the board of directors for the fiscal year ended December 31,
2009  were  conducted  by  resolutions  consented  to in writing by our board of
directors  and  filed  with  the  minutes  of  the  proceedings  of our board of
directors. Our company currently does not have nominating, compensation or audit
committees  or committees performing similar functions nor does our company have
a  written  nominating,  compensation  or  audit committee charter. Our board of
directors  does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
the  board  of  directors.

Our  company  does  not  have  any  defined policy or procedure requirements for
shareholders  to  submit recommendations or nominations for directors. The board
of  directors  believes  that,  given  the  stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any  specific  or  minimum criteria for the election of nominees to the board of
directors  and  we  do not have any specific process or procedure for evaluating
such  nominees.  The  board  of  directors  will  assess all candidates, whether
submitted  by  management or shareholders, and make recommendations for election
or  appointment.

A shareholder who wishes to communicate with our board of directors may do so by
directing  a  written  request  addressed to our President, Thomas Mills, at the
address  appearing  on  the  first  page  of  this  registration  statement.

AUDIT  COMMITTEE  FINANCIAL  EXPERT

We  do  not have a standing audit committee. Our directors perform the functions
usually  designated to an audit committee. Our board of directors has determined
that  we  do  not  have  a  board  member  that qualifies as an "audit committee
financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have
a  board  member  that  qualifies  as  "independent" as the term is used in Item
7(d)(3)(iv)(B)  of  Schedule  14A  under the Securities Exchange Act of 1934, as
amended,  and  as  defined  by  Rule  4200(a)(14)  of  the  NASD  Rules.

We  believe  that  our board of directors is capable of analyzing and evaluating
our  financial statements and understanding internal controls and procedures for
financial  reporting.  Our  board  of  directors  does  not  believe  that it is
necessary  to  have  an  audit  committee  because  management believes that the
functions  of  an  audit  committees can be adequately performed by the board of
directors.  In  addition,  we believe that retaining an independent director who
would  qualify  as  an "audit committee financial expert" would be overly costly
and  burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations  to  date.

As  we  generate  revenue  in  the  future,  we  intend to form a standing audit
committee  and  identify  and  appoint  a financial expert to serve on our audit
committee.

INDEMNIFICATION

Under  our  Articles  of  Incorporation  and  Bylaws  of the corporation, we may
indemnify  an  officer  or  director  who  is  made  a  party to any proceeding,
including  a law suit, because of his position, if he acted in good faith and in
a  manner  he  reasonably  believed  to  be in our best interest. We may advance
expenses  incurred  in defending a proceeding. To the extent that the officer or
director  is  successful  on  the merits in a proceeding as to which he is to be
indemnified,  we  must  indemnify  him  against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for  expenses  actually and reasonably incurred in defending the proceeding, and
if  the  officer  or  director  is  judged  liable,  only  by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the  State  of  Nevada.

Regarding  indemnification  for  liabilities arising under the Securities Act of
1933,  which  may be permitted to directors or officers under Nevada law, we are
informed  that,  in  the  opinion  of  the  Securities  and Exchange Commission,
indemnification  is  against  public  policy,  as  expressed  in the Act and is,
therefore,  unenforceable.

EXECUTIVE  COMPENSATION

To  date  we have no employees other than our officers. No compensation has been
awarded,  earned  or paid to our officers. We have no employment agreements with
any  of  our  officers.  We  do  not  contemplate  entering  into any employment
agreements  until  such  time  as  we  have  proven  mineral  reserves.

There  is  no  arrangement pursuant to which any of our directors has been or is
compensated  for  services  provided  as  one  of  our  directors.

There  are  no  stock option plans, retirement, pension, or profit sharing plans
for  the  benefit  of  our  officers  or directors. We do not have any long-term
incentive  plans  that  provide  compensation intended to serve as incentive for
performance.

                               LEGAL PROCEEDINGS

Neither  Novagen  Solar Inc., nor any of its officers or directors is a party to
any material legal proceeding or litigation and such persons know of no material
legal  proceeding  or  contemplated  or  threatened  litigation.  There  are  no
judgments  against  Novagen Solar Inc. or its officers or directors. None of our
officers  or  directors have been convicted of a felony or misdemeanour relating
to  securities  or  performance  in  corporate  office.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our  common  stock  is quoted on the OTC Bulletin Board under the symbol "NOVZ".
Trading  of  our stock is sporadic and does not constitute an established public
market  for  our  shares.

HOLDERS

On  August 11, 2010, the shareholders' list of our shares of common stock showed
60  registered  holders  of  our shares of common stock and 43,675,900 shares of
common  stock  outstanding. The number of record holders was determined from the
records  of  our transfer agent and does not include beneficial owners of shares
of  common stock whose shares are held in the names of various security brokers,
dealers,  and  registered  clearing  agencies.

DIVIDEND  POLICY

We  have  not  declared  or  paid  any  cash  dividends  on our common stock. We
currently  intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable  future.

CONVERTIBLE  SECURITIES

As  part  of  our  acquisition of NSC, on July 10, 2009 we issued a non-interest
bearing  convertible  demand  debenture  for  $30,000  to  one  of  its  former
shareholders.  The  convertible  debenture  was  surrendered,  unredeemed  and
unconverted,  to  the  Company on December 1, 2009, as part of the rescission of
the  acquisition  of  NSC.

As  part  of  the  rescission of our acquisition of NSC, on December 31, 2009 we
issued  a  non-interest  bearing  convertible demand note for $50,000 to NSC. We
paid  the  note  in  full  on  August  9,  2010.

We  have  not  otherwise issued and do not have outstanding any other securities
convertible  into  shares  of  our  common  stock  or  any rights convertible or
exchangeable  into  shares  of  our  common  stock.

                          DESCRIPTION OF CAPITAL STOCK

COMMON  STOCK

We  are  authorized to issue up to 100,000,000 shares of common stock, par value
$0.0001  per  share.  Each outstanding share of common stock entitles the holder
thereof  to  one  vote per share on all matters submitted to a stockholder vote.
Holders of our common stock do not have pre-emptive rights to purchase shares in
any  future  issuance  of  our common stock. Our common stock does not carry any
conversion  rights  and  there  are  no  redemption  provisions.

Our  common  stock  does  not  carry  any cumulative voting rights. As a result,
holders  of  a majority of the shares of common stock voting for the election of
directors  can  elect  all  of  our  directors. At all meetings of shareholders,
except  where  otherwise provided by statute or by our Articles of Incorporation
or  by our Bylaws, the presence in person or by proxy duly authorized by holders
of  not  less  than  twenty  percent  (20%)  of  the outstanding shares of stock
entitled  to  vote  shall constitute a quorum for the transaction of business. A
vote  by  the  holders  of  a  majority of our outstanding shares is required to
effect  certain  fundamental corporate changes such as liquidation, merger or an
amendment  to  our  Articles  of  Incorporation.

Holders  of  our  common  stock  are entitled to share in all dividends that the
board of directors, in its discretion, declares from legally available funds. In
the  event  of  liquidation,  dissolution  or winding up, each outstanding share
entitles  its  holder  to  participate  pro rata in all assets that remain after
payment  of  liabilities  and  after  providing for each class of stock, if any,
having  preference  over the common stock. There are no provisions for a sinking
fund  in  respect  of  our  common  stock.

PREFERRED  STOCK

We are authorized to issue up to 50,000,000 shares of preferred stock, par value
$0.0001  per share, in one or more classes or series as may be determined by our
board  of  directors, who may establish, from time to time, the number of shares
to  be included in each series, may fix the designation, powers, preferences and
rights  of the shares of each such series and any qualifications, limitations or
restrictions  thereof.  Any  preferred stock so issued by the board of directors
may  rank senior to the common stock with respect to the payment of dividends or
amounts  upon  liquidation,  dissolution or winding up of us, or both. Moreover,
under certain circumstances, the issuance of preferred stock or the existence of
the unissued preferred stock might tend to discourage or render more difficult a
merger  or  other  change  of  control.

No  shares  of  our  preferred  stock are currently outstanding. The issuance of
shares  of  preferred stock, while providing desirable flexibility in connection
with  possible  acquisitions and other corporate purposes, could have the effect
of  making  it more difficult for a third party to acquire, or of discouraging a
third  party  from  acquiring,  a  majority  of  our  outstanding  voting stock.

ANTI-TAKEOVER  EFFECTS  OF  OUR  ARTICLES  OF  INCORPORATION  AND  BYLAWS

Our  Articles  of  Incorporation  and bylaws contain certain provisions that may
have  anti-takeover  effects, making it more difficult for or preventing a third
party  from  acquiring control of Novagen or changing its board of directors and
management.  According  to our bylaws and Articles of Incorporation, neither the
holders  of  our  common  stock  nor  the  holders  of  our preferred stock have
cumulative  voting  rights  in the election of our directors. The combination of
the  present  ownership  by  a  few stockholders of a significant portion of our
issued  and outstanding common stock and lack of cumulative voting makes it more
difficult  for  other  stockholders  to  replace our board of directors or for a
third  party  to  obtain control of Novagen by replacing its board of directors.

NEVADA  ANTI-TAKEOVER  LAWS

Business  Combinations

The  "business  combination" provisions of Sections 78.411 to 78.444, inclusive,
of  the  NRS,  prohibit a Nevada corporation with at least 200 stockholders from
engaging  in various "combination" transactions with any interested stockholder:
for  a  period  of  three  years  after the date of the transaction in which the
person  became  an interested stockholder, unless the transaction is approved by
the  board  of  directors  prior to the date the interested stockholder obtained
such  status;  or  after  the  expiration  of  the  three-year  period,  unless:

the  transaction  is  approved  by  the  board of directors or a majority of the
voting  power  held  by  disinterested  stockholders,  or

if  the consideration to be paid by the interested stockholder is at least equal
to  the  highest  of:  (a)  the  highest  price per share paid by the interested
stockholder  within  the  three  years  immediately  preceding  the  date of the
announcement  of  the  combination  or  in the transaction in which it became an
interested  stockholder,  whichever is higher, (b) the market value per share of
common  stock  on  the  date of announcement of the combination and the date the
interested  stockholder  acquired  the  shares,  whichever is higher, or (c) for
holders  of  preferred  stock,  the  highest  liquidation value of the preferred
stock,  if  it  is  higher.

A  "combination"  is  defined  to include mergers or consolidations or any sale,
lease  exchange,  mortgage,  pledge,  transfer  or  other  disposition,  in  one
transaction  or  a  series  of  transactions,  with  an "interested stockholder"
having:  (a)  an  aggregate  market  value  equal to 5% or more of the aggregate
market  value  of  the  assets of the corporation, (b) an aggregate market value
equal  to  5% or more of the aggregate market value of all outstanding shares of
the  corporation,  or  (c) 10% or more of the earning power or net income of the
corporation.

In  general,  an  "interested  stockholder"  is  a  person  who,  together  with
affiliates  and associates, owns (or within three years, did own) 10% or more of
a  corporation's  voting  stock.  The statute could prohibit or delay mergers or
other  takeover  or  change in control attempts and, accordingly, may discourage
attempts  to  acquire  our  company even though such a transaction may offer our
stockholders the opportunity to sell their stock at a price above the prevailing
market  price.

Control  Share  Acquisitions.

The  "control share" provisions of Sections 78.378 to 78.3793, inclusive, of the
NRS,  which  apply  only  to Nevada corporations with at least 200 stockholders,
including  at  least  100  stockholders  of record who are Nevada residents, and
which  conduct  business directly or indirectly in Nevada, prohibit an acquirer,
under  certain  circumstances,  from voting its shares of a target corporation's
stock  after  crossing  certain  ownership  threshold  percentages,  unless  the
acquirer  obtains  approval  of  the  target  corporation's  disinterested
stockholders. The statute specifies three thresholds: one-fifth or more but less
than  one-third,  one-third but less than a majority, and a majority or more, of
the  outstanding  voting  power.  Once  an  acquirer  crosses  one  of the above
thresholds,  those shares in an offer or acquisition and acquired within 90 days
thereof  become  "control  shares"  and  such control shares are deprived of the
right  to  vote  until  disinterested  stockholders  restore  the  right.  These
provisions  also  provide that if control shares are accorded full voting rights
and  the  acquiring  person has acquired a majority or more of all voting power,
all  other stockholders who do not vote in favor of authorizing voting rights to
the  control  shares  are entitled to demand payment for the fair value of their
shares  in  accordance  with  statutory  procedures  established for dissenters'
rights.

TRANSFER AGENT

Our transfer agent and registrar is Holladay Stock Transfer, Inc., located at
2939 North 67th Place, Scottsdale, Arizona  85251.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada law provides for discretionary indemnification for each person who serves
as  one  of our directors or officers. We may indemnify such individuals against
all  costs,  expenses  and  liabilities  incurred  in  a  threatened, pending or
completed  action,  suit or proceeding brought because such individual is one of
our  officers  or directors. Such individual must have conducted himself in good
faith  and  reasonably  believed that his conduct was in, or not opposed to, our
best interests. In a criminal action, he must not have had a reasonable cause to
believe  his  conduct  was  unlawful.

Article  Twelfth  of  our  Articles  of Incorporation states that no director or
officer  of the Corporation shall be personally liable to the Corporation or any
of  its  stockholders  for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of  a  director  or  officer (i) for acts or omissions which involve intentional
misconduct,  fraud  or  a  knowing  violation  of  law,  or  (ii) the payment of
dividends  in  violation  of  Section 78.300 of the Nevada Revised Statutes. Any
repeal  or  modification  of this Article by the stockholders of the Corporation
shall  be prospective only, and shall not adversely affect any limitation on the
personal  liability  of  a  director  or  officer of the Corporation for acts or
omissions  prior  to  such  repeal  or  modification.

Under  Article  IX,  our  bylaws  provide  the  following  indemnification:

01.     INDEMNIFICATION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to  be  made  a  party  to  any proceeding, whether civil, criminal,
administrative  or investigative (other than an action by or in the right of the
Corporation)  by  reason  of  the  fact  that  such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including attorneys' fees), judgment, fines and
amounts  paid  in  settlement actually and reasonably incurred by such person in
connection  with  such  action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests of the Corporation, and with respect to any criminal action
or  proceeding,  had  no  reasonable  cause to believe such person's conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement,  conviction,  or  upon  a plea of nolo contendere or its equivalent,
shall  not,  of itself, create a presumption that the person did not act in good
faith  and  in  a  manner  which such person reasonably believed to be in or not
opposed  to  the  best  interests  of  the  Corporation, and with respect to any
criminal  action  proceeding, had reasonable cause to believe that such person's
conduct  was  unlawful.

02.     DERIVATIVE  ACTION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit  by  or  in  the  right  of  the  Corporation  to procure a judgment in the
Corporation's favor by reason of the fact that such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including  attorney's  fees) and amount paid in
settlement  actually  and  reasonably incurred by such person in connection with
the  defense  or  settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests  of  the  Corporation, and, with respect to amounts paid in
settlement,  the  settlement  of the suit or action was in the best interests of
the  Corporation;  provided,  however,  that no indemnification shall be made in
respect  of  any  claim, issue or matter as to which such person shall have been
adjudged  to  be  liable  for  gross  negligence  or  willful  misconduct in the
performance  of  such  person's  duty  to the Corporation unless and only to the
extent  that, the court in which such action or suit was brought shall determine
upon  application that, despite circumstances of the case, such person is fairly
and  reasonably entitled to indemnity for such expenses as such court shall deem
proper.  The  termination  of any action or suit by judgment or settlement shall
not,  of  itself, create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the  best  interests  of  the  Corporation.

03.     SUCCESSFUL  DEFENSE

To  the  extent  that  a  Director,  Trustee,  Officer, employee or Agent of the
Corporation  has been successful on the merits or otherwise, in whole or in part
in  defense  of any action, suit or proceeding referred to in Paragraphs .01 and
..02  above,  or  in  defense  of any claim, issue or matter therein, such person
shall  be  indemnified against expenses (including attorneys' fees) actually and
reasonably  incurred  by  such  person  in  connection  therewith.

04.     AUTHORIZATION

Any  indemnification  under  Paragraphs  .01  and .02 above (unless ordered by a
court)  shall be made by the Corporation only as authorized in the specific case
upon  a  determination  that  indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met the
applicable  standard  of conduct set forth in Paragraphs .01 and .02 above. Such
determination  shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of Directors who were not parties to such
action,  suit  or  proceeding,  or  (b) is such a quorum is not obtainable, by a
majority  vote  of  the  Directors  who were not parties to such action, suit or
proceeding,  or (c) by independent legal counsel (selected by one or more of the
Directors,  whether  or  not  a  quorum  and  whether or not disinterested) in a
written  opinion, or (d) by the Shareholders. Anyone making such a determination
under  this  Paragraph  .04  may  determine  that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others, and
may  reasonably  prorate  amounts  to  be  paid  as  indemnification.

05.     ADVANCES

Expenses  incurred  in  defending  civil  or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the  final  disposition  of such action, suit or proceeding as authorized in the
manner  provided  in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such amount
unless  it shall ultimately be by the Corporation is authorized in this Section.

06.     NONEXCLUSIVITY

The  indemnification  provided  in this Section shall not be deemed exclusive of
any  other  rights  to  which  those  indemnified may be entitled under any law,
bylaw,  agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity  while  holding  such office, and shall continue as to a person who has
ceased  to be a Director, Trustee, Officer, employee or agent and shall inure to
the  benefit  of  the  heirs,  executors,  and  administrators of such a person.

07.     INSURANCE

The  Corporation  shall  have  the  power  to purchase and maintain insurance on
behalf  of  any  person  who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as  a  Director,  Trustee,  Officer,  employee  or agent of another corporation,
partnership,  joint  venture,  trust  or other enterprise, against any liability
assessed  against  such  person  in  any  such  capacity  or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify  such  person  against  such  liability.

08.     "CORPORATION"  DEFINED

For  purposes of this Section, references to the "Corporation" shall include, in
addition  to  the  Corporation,  an  constituent  corporation  (including  any
constituent  of  a  constituent) absorbed in a consolidation or merger which, if
its  separate existence had continued, would have had the power and authority to
indemnify  its  Directors,  Trustees, Officers, employees or agents, so that any
person  who  is  or  was a Director, Trustee, Officer, employee or agent of such
constituent  corporation  or  of  any  entity a majority of the voting Shares of
which  is  owned  by  such  constituent  corporation or is or was serving at the
request  of  such  constituent  corporation  as  a  Director,  Trustee, Officer,
employee or agent of the corporation, partnership, joint venture, trust or other
enterprise,  shall  stand  in  the  same  position  under the provisions of this
Section  with  respect  to the resulting or surviving Corporation as such person
would  have  with  respect  to  such  constituent  corporation  if  its separate
existence  had  continued.

09.     FURTHER  BYLAWS

The  Board of Directors may from time to time adopt further Bylaws with specific
respect to indemnification and may amend these and such Bylaws to provide at all
times  the  fullest  indemnification permitted by the General Corporation Law of
the  State  of  Nevada.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS


EXHIBIT     DOCUMENT
 NO.

3.1  Articles  of Incorporation of Novagen Solar Inc., incorporated by reference
     from the Company's Registration Statement on Form S-1 filed with the SEC on
     March  10, 2008

3.2  Bylaws  of Novagen Solar Inc., incorporated by reference from the Company's
     Registration  Statement  on  Form  S-1 filed with the SEC on March 10, 2008

99.1 Audited  Annual Financial Statements of Novagen Solar Inc., incorporated by
     reference  from the Company's Amended Annual Report on Form 10-K filed with
     the  SEC  on  May 17, 2010

99.2 Unaudited  Quarterly  Financial  Statements  of  Novagen  Solar  Inc.,
     incorporated  by reference from the Company's Quarterly Financial Report on
     Form  10-Q  filed  with  the  SEC  on  August  9,  2010

99.3 Shares  For  Debt Agreement dated August 4, 2010 between Novagen Solar Inc.
     and  Fahrinsland  Capital  LLC

99.4 Shares  For  Debt Agreement dated August 4, 2010 between Novagen Solar Inc.
     and Thomas Mills

                                   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 hereunto duly authorized.

NOVAGEN SOLAR INC.



/s/ Thomas Mills
Thomas Mills, CEO and Director
Date: August 9, 2010
[{"type": "8-K", "sequence": "1", "filename": "novz8k_09aug10.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 104087}]
{"company-data": {"conformed-name": "NOVAGEN SOLAR INC.", "cik": "0001425173", "assigned-sic": "1000", "irs-number": "980471927", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-53671", "film-number": "101003290"}, "business-address": {"street1": "3044 BLOOR STREET WEST", "street2": "SUITE 1440", "city": "TORONTO", "state": "A6", "zip": "M8X 2Y8", "phone": "647-456-9521"}, "mail-address": {"street1": "3044 BLOOR STREET WEST", "street2": "SUITE 1440", "city": "TORONTO", "state": "A6", "zip": "M8X 2Y8"}, "former-company": {"former-conformed-name": "Pickford Minerals, Inc.", "date-changed": "20080125"}}
UNITED STATES SECURITIES AND
                              EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 20, 2009

                               NOVAGEN SOLAR INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                   333-149617
                            (Commission File Number)

                                   98-0471927
                       (IRS Employer Identification No.)

         3044 BLOOR STREET W, SUITE 1440, TORONTO, ONTARIO     M8X 2Y8
             (Address of principal executive offices and Zip Code)

                                  647.628.5375
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

On  July  19,  2009,  we  issued 5,000,000 restricted common shares at $0.01 per
share  to  the former shareholders of NSC in exchange for all of their shares in
NSC  in connection with our acquisition of all the issued and outstanding shares
of  NSC. The shares were issued without registration in reliance on an exemption
provided  by  Regulation  S  promulgated  under  the  Securities Act. No general
solicitation  was made in connection with the offer or sale of these securities.
The  common  shares were surrendered to the Company on December 1, 2009, as part
of  the  rescission  of  the  acquisition  of  NSC.

On  September 8, 2009, the Company issued 200,000 common shares to a director of
the  Company  as consideration for his services as a director at the fair market
value of $0.55 per share for a total of $110,000. The shares were issued without
registration  in  reliance  on an exemption provided by Regulation S promulgated
under  the  Securities  Act. No general solicitation was made in connection with
the  offer  or  sale  of  these  securities.  On  March  31,  2010  the director
surrendered  these  shares  to  the  Company.

On  December  31,  2009,  we  issued  to  Novagen  Solar (Canada) Ltd. ("NSC") a
non-interest  bearing note in an amount equal to $50,000 that was convertible at
the  rate  of  the average volume weighted closing price of the common shares on
the  NASD over-the-counter bulletin board for a period of 10 business days prior
to  the surrender date and the conversion is deemed to have been effected on the
61st  day  following  the  surrender  date.  The  note was issued as part of the
rescission  of our acquisition of NSC, to reimburse NSC for $50,000 in costs and
expenses  incurred  by  it in the acquisition of its sales license from RSi. The
note  was  issued  without  registration in reliance on an exemption provided by
Regulation  S promulgated under the Securities Act. On August 10, 2010 we repaid
the  note  in  full.  NSC  is  controlled  by  our  sole  officer  and director.

On  August  4,  2010 we completed an offering of 10,000,000 shares of our common
stock  at  a price of $0.01 per share to the following purchasers in the amounts
provided:

--------------------------------------------------------------------------------
NAME                                        AMOUNT PAID     COMMON SHARES ISSUED
--------------------------------------------------------------------------------
Gisela Mills (1)                                $50,000                5,000,000
Moneris Corporate Services Ltd. (2)             $15,000                1,500,000
Aberfoyle Investments LP                        $13,250                1,325,000
Novagen Solar (Canada) Ltd.                     $21,750                2,175,000
--------------------------------------------------------------------------------
The  total  cash amount received from the offering was $100,000. The shares were
issued without registration in reliance on an exemption provided by Regulation S
promulgated  under  the  Securities  Act.  No  general  solicitation was made in
connection  with  the  offer  or  sale  of these securities. Gisela Mills is the
mother  of  our  sole  officer  and director. Moneris Corporate Services Ltd. is
controlled  by  Gisela  Mills.

On  August 4, 2010, we agreed to issue 5,855,800 shares of our common stock to a
company  controlled  by  our  sole  officer and director at a price of $0.01 per
share,  in full and final settlement of a debt of $58,558 owed by Novagen to our
sole  officer  and  director.  The  shares  were  issued without registration in
reliance  on  an  exemption  provided  by  Regulation  S  promulgated  under the
Securities  Act.

On August 4, 2010, we agreed to issue 15,138,800 shares of our common stock to a
creditor  of Novagen at a price of $0.01 per share, in full and final settlement
of  a  debt  of $151,388 owed by Novagen to the creditor. The shares were issued
without  registration  in reliance upon exemptions provided by Sections 4(2) and
4(6)  of  the  Securities  Act  and  Regulation  D  promulgated  thereunder.

On  August  4,  2010, we agreed to issue 230,000 shares of our common stock to a
creditor  of Novagen at a price of $0.01 per share, in full and final settlement
of  a  debt  of  $2,300  owed by Novagen to the creditor. The shares were issued
without  registration  in  reliance  on  an  exemption  provided by Regulation S
promulgated  under  the  Securities  Act.

ITEM  5.01  CHANGES  IN  CONTROL  OF  REGISTRANT

On  August 4, 2010, Novagen Solar Inc. (the "Company") entered into an agreement
with  Fahrinsland  Capital  LLC,  a  Nevada  limited  liability  company
("Fahrinsland"),  to  issue  15,138,800  shares  of the Company's common capital
stock  at  $0.01  per  share  in full and final satisfaction of $151,380 in debt
owing by the Company to Fahrinsland for services and expenses incurred on behalf
of  the  Company.  As  a result of this transaction, Fahrinsland owns 34% of the
Company's  issued  and  outstanding  common  stock.

                           FORWARD-LOOKING STATEMENTS

Information in this registration statement contains "forward looking statements"
which  can be identified by the use of forward-looking words such as "believes",
"estimates",  "could",  "possibly",  "probably",  "anticipates",  "estimates",
"projects",  "expects", "may", or "should" or other variations or similar words.
No  assurance  can  be  given  that  the  future  results  anticipated  by  the
forward-looking  statements  will  be  achieved.  These  statements  constitute
cautionary  statements  identifying  important  factors  with  respect  to those
forward-looking statements, including certain risks and uncertainties that could
cause  actual  results to vary materially from the future results anticipated by
those  forward-looking  statements.  Such  statements  are  only predictions and
involve  known and unknown risks, uncertainties and other factors, including the
risks  in  the  section titled "Risk Factors". Among the key factors that have a
direct  bearing  on  our  results  of  operations  are  the  effects  of various
governmental  regulations, the fluctuation of our direct costs and the costs and
effectiveness  of  our operating strategy. Other factors could also cause actual
results  to  vary  materially  from  the  future  results  anticipated  by those
forward-looking  statements.

The  forward-looking  statements  are  based upon management's current views and
assumptions  regarding  future  events  and  operating  performance,  and  are
applicable only as of the dates of such statements. We do not have any intention
or  obligation  to  update publicly any forward-looking statements, whether as a
result  of new information, future events, changes in assumptions, or otherwise.

As  used  in  this  Current Report on Form 8-K, all references to the "Company,"
"we,"  "our"  and  "us"  for  periods prior to the closing of the Reorganization
refer  to  the  Registrant,  and  for  periods  subsequent to the closing of the
Reorganization  refer  to  the  Registrant  and  its  subsidiaries.  Information
regarding the Company, NSC and the principal terms of the Reorganization are set
forth  below.

                            DESCRIPTION OF BUSINESS

OVERVIEW

Solar  power  systems  are  used  in  industrial,  commercial  and  residential
applications to convert sunlight directly into electricity. Higher global energy
prices, increased environmental awareness and the desire for energy security are
accelerating the adoption of solar power. Governments around the world have also
implemented  various  tariffs,  tax  credits  and  other  incentives designed to
encourage  the  use  of  solar  power.

Novagen Solar Inc. (the "Company") is a full service solar power developer based
in  Toronto, Ontario. Novagen will market, sell, design and install solar energy
plants  across  North  America,  with  an  emphasis  on turnkey commercial power
systems,  brownfield  revitalization,  land  reclamation  and off-grid community
developments.  Novagen's  flexible  business  model  will  utilize best-in-class
products  in  conjunction  with innovative financial solutions to maximize solar
yield  and generate substantial value for our stockholders while contributing to
energy  security, social equity, and protection of the ecosystem upon which life
depends. Novagen is strategically positioned to capitalize on the feed-in-tariff
rates  for  photovoltaic  energy  currently  in  effect  in  Ontario,  Canada.

CORPORATE  HISTORY

Novagen  was incorporated in the State of Nevada on June 22, 2005 under the name
of  Pickford  Minerals  Inc.  We  were  originally engaged in the exploration of
mineral  deposits  in Labrador, Newfoundland, but due to higher than anticipated
costs  were  unable  to  implement  our  exploration  program.  Motivated  by
developments  in  solar  technology  and  believing  that  market conditions and
legislative  incentives were favorable, our management made a strategic decision
in  April  2009  to  pursue  opportunities  in  the  solar  industry.

On  April  27,  2009, we entered into an agreement to acquire all the issued and
outstanding  shares  of  Novagen  Solar (Canada) Ltd., a privately held Canadian
corporation  formed  on February 14, 2009 ("stocktickerNSC"). At the time of the
acquisition,  stocktickerNSC was engaged in the marketing, sale and distribution
of a portfolio of solar products based on leading technologies. On May 12, 2009,
we  changed  our  name  to  Novagen Solar Inc. The acquisition of stocktickerNSC
closed on July 10, 2009. Since closing the acquisition of NSC, we have abandoned
our  mineral  exploration  interests  and  focused  our  business  operations
exclusively  on  solar  energy.

The address for our head office is 1440-3044 Bloor Street West, Toronto, Ontario
M8X  2Y8.  Our telephone number is (647) 456-9521. Our facsimile number is (647)
439-3785. Our common stock is quoted on the NASD Over-the-counter Bulletin Board
under  the  symbol  "NOVZ".

PRODUCTS  AND  SERVICES

We intend to offer a number of solar products and services that seek to generate
revenue  from  initial  installation  activities, as well as potential recurring
revenue  from  an  installed  base  of  customers.

SOLAR  POWER  PLANT  DEVELOPMENT

Commercial  Solar  Installations.  We  plan  to  develop, finance, construct and
operate  commercial  solar  installations  in Ontario and throughout the rest of
North  America,  with a focus on rooftop and open-space systems that produce one
Megawatt  of  electricity or less. This is an area of the market that we believe
to  be  underserved.  We believe this sector offers faster deployment and better
prospects  for  generating  additional  business  from  customers  with multiple
locations.  We will offer property owners a comprehensive range of participation
levels  and  financing  packages, including leasing arrangements, that will have
the  broadest possible appeal. As part of our turnkey system, we will design and
specify  the  appropriate  system,  manage its installation and maintenance, and
arrange  for  all  of  the  necessary  financing.  We will also take care of the
required  permitting  and apply for subsidies. Additionally, we will arrange for
monitoring  and  maintenance  to  ensure  installed  systems  are  kept  in peak
condition  throughout  their  expected  life.

Solar  Power  Plants.  We  intend  to  develop  large  scale  (in  excess of one
Megawatt),  ground-mounted  solar  power  plants, either alone or in partnership
with  others. We plan to seek regulatory approval for a 10 Megawatt installation
in  Ontario,  Canada,  by  the  end  of  2011.

Brownfield  Revitalization  Brownfields  are  real  property,  the  expansion,
redevelopment, or reuse of which may be complicated by the presence or potential
presence  of  a  hazardous substance, pollutant, or contaminant. Cleaning up and
reinvesting  in  these  properties protects the environment, reduces blight, and
takes  development  pressures  off  greenspaces  and  working  lands.  The  U.S.
Environmental  Protection  Authority  estimates that there are more than 450,000
brownfields  in  the  U.S. The number of brownfields in Canada is not known, but
according  to the Canadian Brownfields Network, many are held by municipalities.
We  believe that solar energy technologies are well suited for use at brownfield
sites  because  they require very little maintenance and can be installed on the
ground  without penetrating the surface or disturbing existing contamination. We
intend  to  work  with  property  owners  and  municipalities  to  assist in the
revitalization  of  brownfields  by  providing  turnkey  solar  energy solutions
utilizing best-in-class photovoltaic arrays and building integrated solar energy
systems.

Land  Reclamation. Land reclamation refers to the restoration of land damaged by
mining,  erosion,  or some other activity or process. The process of reclamation
includes  maintaining  water  and  air quality, minimizing flooding, erosion and
damage  to wildlife and aquatic habitats caused by surface mining. In respect of
former  mining  sites,  reclamation  generally  involves filling in excavations,
grading  the land to avoid leaving steep slopes, placing the original topsoil on
the  graded  surface,  and  planting  the  topsoil  with  vegetation.  Through a
collaboration  with  our  industry partners, we plan to provide mining companies
with  sustainable  solar energy solutions for responsible exploration and mining
practices,  such  as providing solar power for mining operations and reclamation
activities,  and  post-reclamation  solar  power  plant  development.

Off-Grid  Communities. According to Natural Resources Canada, there are over 300
remote  communities  in  Canada  with  a  total  population  of  200,000.  These
communities  are  not  connected  to the North American electrical grid or piped
natural gas network and are permanent or long-term settlements. Many of them are
very  dependent on imported oil and pay energy costs that can be up to ten times
higher  than  in  the  rest  of  Canada.  We  intend  to  assist Canada's remote
communities to deploy solar solutions appropriate for their needs, including the
development of solar power plants to provide clean, reliable energy. In addition
to  providing  turnkey  systems,  we  will  assist  communities to establish and
nurture  a  maintenance support infrastructure for their power plant(s). Such an
infrastructure,  while  not  complex, must be functional and appropriate for the
size,  complexity  and  sophistication  of  the system deployed. We will provide
training  for  local  residents,  documentation  matched  to local capabilities,
spare-parts  inventory  and  component  resupply.  By providing communities with
appropriate  technology  and  infrastructure  training,  we  will  improve their
self-sufficiency  while  creating  jobs  and  supporting  the  local  economy.

MANUFACTURING

We  intend  to engage in manufacture of PV products within the next two years of
operations,  with  a  focus  on modules, inverters and mounting/tracking systems
utilized  in  our  solar  plants. The determination as to which products we will
seek  to  manufacture  will  depend  on market response, the availability of raw
materials,  available capital, and our ability to obtain manufacturing rights on
a  profitable  basis.  There  can  be  no  assurance that we will have access to
sufficient  capital  to  develop  manufacturing  operations. If we are unable to
establish  manufacturing  operations,  we  will be entirely dependent upon third
parties  for the supply of products, which could limit our growth and results of
operations.

COMPETITION

The  solar  market  is intensely competitive and rapidly evolving. The number of
solar  product resellers and integrators has rapidly increased due to the growth
of actual and forecast demand for solar products and the relatively low barriers
to  entry. We have only recently commenced operations, and do not presently hold
a  significant  competitive  market  position  in  the solar market. Many of our
competitors  are  large,  well  established  companies with substantially larger
operating  staffs  and  greater  capital resources than we have, which have been
engaged  in  the  solar  energy  business  for  a much longer time than we have.

Our  ability  to  compete  will  depend  upon  our  ability  to establish supply
relationships  with  wholesalers, OEM distributors and independent manufacturers
providing the most efficient solutions. Specifically, we will compete with major
PV  module manufacturers, such as Sharp Corporation, Suntech Power, BP Solar, GE
Energy,  Mitsubishi, and Sanyo; and integrated manufacturers of PV products such
as  First  Solar, Inc., Kyocera Corporation, Renewable Energy Corporation, Solar
World  AG and Sun Power Corporation. We will also compete with numerous regional
and national solar installation companies, including First Solar Inc., Skypower,
Pod  Generating  Group  and CarbonFree Technology Inc. We also expect to compete
with  new entrants to the solar market, including those that offer more advanced
technological  solutions  or that have greater financial resources. Furthermore,
the  entire  solar  industry also faces competition from conventional energy and
non-solar  renewable  energy  providers.

We  believe that we will be able to successfully compete by integrating products
with  our  installation  services  to  provide turnkey solar power solutions. By
providing  strong  technical,  financial  and  regulatory  expertise,  while
capitalizing  on  our  management's relationships with government, suppliers and
enterprise-level  end  users,  we believe that Novagen will be able to establish
itself  in  North  America  as a significant full-service solar power developer.

SUPPLIERS

By  establishing  strategic  partnerships with major component suppliers we will
ensure  that  every new project is designed and installed with the most advanced
technology appropriate for our customers. We will purchase PV panels used in our
solar  power systems principally from PowerCom Co. Inc., Green Energy Technology
Inc.,  Day4Energy  Inc.,  Kyocera  Solar  and  Suntech  America  and we purchase
inverters principally from SatCon Power Systems, which components will represent
approximately  two-thirds  of  our  component  requirements.  Hardware and other
materials  will  be  readily  available  for  off-the-shelf  purchase.

We  intend  to  remain  independent of any one technology or equipment vendor to
ensure that we will be able to offer our customers turnkey solutions best suited
to  their  individual  needs. As such, we do not have supply agreements with our
suppliers,  except  for  purchase  orders  on  a case-by-case basis. Although PV
panels  are  manufactured world-wide, we are subject to market price fluctuation
and  vendor  lead  time  and  inventory  for  the  components  that we purchase.

MARKETING

We  will  sell  our  solar  power systems directly to commercial, industrial and
governmental  customers,  through  an internal sales and marketing staff. We may
appoint  additional  sales representatives as independent contractors to solicit
business  and  identify  potential  development opportunities. We expect to rely
heavily  on the relationships between our management and end users in our target
market.

We  believe  that,  depending upon the size of the projects, it is likely that a
significant  portion  of our initial business will derive from a small number of
customers.  There  can  be no assurance that the loss of any such customer would
not  adversely  affect our business or results of operations. We expect that our
customer  mix  will  change  as  we  expand  our  operations.

REGULATIONS

The  market  for  electricity  generation  products  is  heavily  influenced  by
national,  regional and local government regulations and policies concerning the
electric  utility  industry,  as  well  as  internal  policies  and  regulations
promulgated  by  electric utilities. These regulations and policies often relate
to  electricity  pricing  and  technical  interconnection  of  customer-owned
electricity  generation.  In  Canada  and  in a number of other countries, these
regulations  and  policies  are  being modified and may continue to be modified.
Customer purchases of, or further investment in the research and development of,
alternative  energy sources, including solar power technology, could be deterred
by these regulations and policies, which could result in a significant reduction
in  the  potential  demand  for  our  solar  products.

Our operations are subject to a variety of national, federal, regional and local
laws,  rules  and  regulations  relating  to worker safety and the use, storage,
discharge  and  disposal  of  environmentally  sensitive  materials.  Because we
outsource  and  do  not  manufacture  our  solar  power  systems, we do not use,
generate,  store  or  discharge toxic, volatile or otherwise hazardous chemicals
and  wastes.  We believe that we are in compliance in all material respects with
all laws, rules, regulations and requirements that affect our business. Further,
we  believe  that compliance with such laws, rules, regulations and requirements
does  not  impose  a  material  impediment  on  our ability to conduct business.

GOVERNMENT  SUBSIDIES  AND  INCENTIVES

We  believe  that economic and national security issues, technological advances,
environmental  regulations  seeking  to  limit  emissions  by  fossil  fuel, air
pollution  regulations  restricting  the  release  of  greenhouse  gasses, aging
electricity  transmission  infrastructure  and  depletion  and limited supply of
fossil  fuels,  has  made reliance on traditional sources of fuel for generating
electricity less attractive. Government policies, in the form of both regulation
and  incentives,  have  accelerated  the  adoption  of  solar  technologies  by
businesses  and  consumers.  For  example, in the United States, the 2005 energy
bill  enacted  a  30%  investment  tax  credit  for  solar,  and in January 2006
California  approved  the  largest  solar  program in the country's history that
provides  for  long  term  subsidies  in the form of rebates to encourage use of
solar  energy  where  possible.  On  October  1,  2009,  the Province of Ontario
approved  the  highest  feed-in-tariff  subsidies in North America at that time.

Currently,  the  cost  of solar power exceeds the cost of power furnished by the
electric  utility  grid  in  many locations. Various subsidies and tax incentive
program  exist  at  the  national,  regional  and  local levels to encourage the
adoption  of  solar  power  including  the  following:

Capital Cost Rebates - provide funds to customers based on the cost of size of a
customer's  solar  power  system.

Performance-Based  Incentives - provide funding to customers based on the energy
produced  by  their  solar  energy  system.

Feed-In  Tariff  Subsidies  -  government  imposed prices set above market rates
(which  may differ by system size or application) that utilities are required to
pay  for renewable electricity generated by end-users for a guaranteed period of
time.

Tax  Credits  -  reduce  a  customer's  taxes  at  the  time  the taxes are due.

Net  Metering  -  enables end-users to sell any excess electricity they generate
from  solar energy to their local utility in exchange for a credit against their
utility  bills  (usually  combined  with  rebates).

Renewable  Portfolio  Standards  - government mandates that a certain portion of
electricity  delivered  to  customers  by  utilities come from a set of eligible
renewable  energy  resources,  and  in  some  instances,  that  a portion of the
renewable  energy  quota  must  be  generated  by  solar  energy.

If  any  of  these  subsidies  or  incentives  are  discontinued,  reduced  or
substantially  modified,  if  growth  in  any  such  subsidies  or incentives is
reduced,  or if renewable portfolio standards or similar production requirements
are  changed or eliminated, demand for our solar products could decline or never
develop,  and  our  results  of  operations  and  financial  condition  could be
materially  and  adversely  affected  as  a  result.

Despite the benefits of solar power, there are also certain risks and challenges
faced  by  solar power. Solar power is heavily dependent on government subsidies
to  promote  acceptance by mass markets. We believe that the near-term growth in
the  solar energy industry depends significantly on the availability and size of
these government subsidies and on the ability of the industry to reduce the cost
of  generating  solar  electricity. The market for solar energy products is, and
will continue to be, heavily dependent on public policies that support growth of
solar  energy.  There  can be no assurance that such policies will continue. Any
decrease  in  the  level  of rebates, incentives or other government support for
solar  energy  would have an adverse affect on our ability to sell our products.

Incentives  vary  by  country,  region,  and electric utility. Within the United
States,  one national incentive is the federal 30% investment tax credit ("ITC")
and  special  depreciation  rules.  The  ITC  credit  is  capped  at  $2,000 for
residential  customers  while  commercial customers are not subjected to any cap
while  federally  approved  accelerated  depreciation  is  limited to commercial
customers. The economic value in each given situation of the ITC and accelerated
depreciation  depends  on  the tax status of the customer. Additionally, several
states  offer  various  tax  credits  to  commercial  and residential customers.
Residential  customers and commercial customers are often eligible for different
non-tax  incentives  such  as  rebates, grants, performance based incentives and
feed-in-tariffs,  which  vary greatly from state to state and utility to utility
and  are often tiered according to a project's size and eligibility. Support for
solar  energy  projects  outside  the  United  States also vary greatly based on
different  programs  in  each  country.

Within  Canada,  the  Province  of  Ontario  has  implemented  a  program  for
feed-in-tariff subsidies ("FiT"). Under the FiT program, the Provincial electric
utility  will  purchase power generated through PV at premium rates for a period
of  20  years,  guaranteed  by  the Provincial Government. Additional provincial
policies  that  will  encourage  the  development  of solar energy in Canada are
expected  in  2010.

BUILDING  CODES

We  are required to obtain building permits and comply with local ordinances and
building  codes for each project, the cost of which is included in our estimated
costs  for  each  proposal.

RESEARCH  AND  DEVELOPMENT

We  have  not  undertaken  any  research or development over the last two fiscal
years.  We  intend  to establish cooperative research and development agreements
with certain universities, customers and suppliers with a view to developing new
solar products to which we will have sales rights. Our participation in any such
arrangement  may  be limited to financing and administration. We may conduct the
research  or  development  ourselves,  or  in  conjunction  with others. When we
collaborate  on  the  development  of  any  intellectual  property, we will seek
ownership  of  the  intellectual  property  or  the exclusive worldwide right to
exploit  such  intellectual  property.  We  have  not  established  a budget for
contributions  to  research  and  development.  Where  appropriate,  we may also
acquire,  commercialize  and  improve  new  or  existing  technologies.

INTELLECTUAL  PROPERTY

We  do  not  own  any of the intellectual property rights to any of the products
that  we  sell.

ENVIRONMENTAL

Our  operations  are  currently  limited  to  the sale and distribution of solar
products.  As  such,  we  are  not  aware  of  any  environmental  laws that are
applicable  to  our  business,  or which could result in any material compliance
costs  to  us  or  effects  on  our  business.

EMPLOYEES

We  currently  have no employees other than our officers and directors, who have
not  been  paid for their services. As we implement our business plan, we expect
to  add  significant  numbers  of  employees. We anticipate that by December 31,
2010,  we will have approximately five full-time employees, of which two will be
sales-related, one will be an electrical engineer, one will be executive and one
will  be  administrative.

By  March  31,  2011,  we  intend  to  engage  the  services  of  a construction
professional  to  oversee  power plant development. We may also retain qualified
persons  from  time to time on a contract basis to further assist in power plant
development.  We  plan  to  keep  our  operating costs low by using supplemental
contract  labor  and  subcontracting  portions  of  work to installers and other
specialists,  as  is  common  in  the  construction  industry.

By  June  30,  2011,  we  intend to engage two new executive officers, being the
President  and the Chief Financial Officer, and an additional external director.

While  we  do not presently have any employment agreements with our officers and
directors,  we  plan  to  enter  into agreements with each of our key employees,
including  executive  officers,  by  December 31, 2010. We do not presently have
pension,  health,  annuity,  insurance, stock options, profit sharing or similar
benefit  plans;  however,  we  may  adopt  such  plans  in the future. There are
presently  no  personal  benefits  available  to our officers and directors. See
"Executive  Compensation".

                                    PROPERTY

We do not presently own or have an interest in any real property.

                                  RISK FACTORS

Any  investment  in our common stock involves a high degree of risk. In addition
to  the  other information in this prospectus, the following risk factors should
be carefully considered in evaluating an investment in the Shares. If any of the
following  risks  occur, our business, operating results and financial condition
could  be  seriously harmed and our shareholders could lose all or part of their
investment.  This  discussion  also identifies important cautionary factors that
could  cause  the  Company's  actual  results  to  differ  materially from those
currently  anticipated  by  the  Company.

(1)  IT  IS  IMPOSSIBLE  TO EVALUATE THE INVESTMENT MERITS OF NOVAGEN BECAUSE WE
HAVE  NO  OPERATING  HISTORY.

We  are  a  development  stage  company  with no operating history upon which an
evaluation  of  our  future  success  or  failure  can  be  made.  Thus far, our
activities  have been primarily limited to organizational matters, acquiring our
operating  subsidiary,  taking  delivery  of  product  samples, sales promotion,
raising  capital,  and  the preparation and filing of our securities filings and
this  prospectus.  As  a  start-up  enterprise,  we are subject to all the risks
inherent in the initial organization, financing, expenditures, complications and
delays  inherent  in  a new business. Investors should evaluate an investment in
our company in light of the uncertainties encountered by start-up companies in a
competitive  environment.  There  can  be no assurance that our business will be
successful  or  that  we  will  be  able  to  attain  profitability.  Our future
viability, profitability and growth will depend upon our ability to successfully
implement  our  business  plan  and  to  expand  our operations. There can be no
assurance  that  any  of  our  efforts will prove successful or that we will not
continue  to  incur  operating  losses  in  the  future.

(2)  WE  WILL  NEED  ADDITIONAL  FINANCING TO EXECUTE OUR BUSINESS PLAN AND FUND
OPERATIONS,  WHICH  MIGHT  NOT  BE  AVAILABLE  ON  REASONABLE  TERMS  OR AT ALL.

Our  currently available capital and cash flows from operations are insufficient
to execute our current business plan and fund business operations long enough to
become cash flow positive or to achieve profitability. Our ultimate success will
depend  upon  our  ability  to  raise  capital.  There  can be no assurance that
additional funds will be available when needed from any source or, if available,
will  be  available  on  terms  that  are  acceptable  to  us.

We  will  be  required  to  pursue sources of additional capital through various
means,  including  joint  venture projects and debt or equity financings. Future
financings  through  equity  investments  are  likely to be dilutive to existing
stockholders.  Also,  the  terms  of  securities  we may issue in future capital
transactions  may  be  more  favorable  for  our  new  investors.  Newly  issued
securities  may include preferences, superior voting rights, and the issuance of
warrants  or  other  derivative  securities,  which may have additional dilutive
effects.  Further, we may incur substantial costs in pursuing future capital and
financing,  including  investment  banking  fees,  legal  fees, accounting fees,
printing  and  distribution expenses and other costs. We may also be required to
recognize  non-cash expenses in connection with certain securities we may issue,
such  as  convertible  notes  and  warrants,  which  will  adversely  impact our
financial  condition.

Our  ability  to  obtain needed financing may be impaired by such factors as the
capital  markets,  both  generally  and  specifically  in  the  renewable energy
industry,  and the fact that we have not been profitable, which could impact the
availability  or cost of future financings. If the amount of capital we are able
to  raise  from financing activities, together with our revenue from operations,
is  not  sufficient  to  satisfy  our  capital needs, even to the extent that we
reduce  our  operations  accordingly,  we  may  be required to cease operations.

(3)  WE  ARE  EXPOSED  TO RISKS ASSOCIATED WITH THE ONGOING FINANCIAL CRISIS AND
WEAKENING  GLOBAL  ECONOMY,  WHICH INCREASE THE UNCERTAINTY OF PROJECT FINANCING
FOR  COMMERCIAL  SOLAR  INSTALLATIONS  AND THE RISK OF NON-PAYMENT BY CUSTOMERS.

The  recent  severe  tightening  of the credit markets, turmoil in the financial
markets, and weakening global economy may cause slowdowns in the solar industry,
which  slowdowns  could  worsen  if  these  economic conditions are prolonged or
deteriorate  further.  The  market  for  solar  power systems depends largely on
commercial capital spending. Economic uncertainty exacerbates negative trends in
these  areas  of  spending,  and  may  negatively affect our ability to complete
sales. Difficulties in obtaining capital and deteriorating market conditions may
also  lead  to  the  inability of some customers to obtain affordable financing,
including  traditional  project  financing  and  tax-incentive  based financing,
resulting  in lower sales to potential customers with liquidity issues. Further,
these  conditions  and  uncertainty  about  future  economic  conditions make it
challenging  for  us to forecast our operating results, make business decisions,
and  identify  the  risks  that may affect our business, financial condition and
results  of  operations.  If  we are unable to timely and appropriately adapt to
changes  resulting  from  the difficult macroeconomic environment, our business,
financial  condition  or  results  of operations may be materially and adversely
affected.

(4)  SINCE  OUR  SOLE EXECUTIVE OFFICER HAS LIMITED EXPERIENCE WITH SOLAR ENERGY
AND  DOES  NOT  HAVE  FORMAL  TRAINING  SPECIFIC  TO SOLAR ENERGY DEVELOPMENT OR
INSTALLATION,  THERE  IS  A  HIGHER  RISK  THAT  OUR  BUSINESS  WILL  FAIL.

Our sole executive officer has limited experience with solar energy and does not
have  formal training in photovoltaics or in the technical aspects of developing
or installing solar technology. This inexperience presents a higher risk that we
will  be  unable to complete our business plan. In addition, we will be required
to  rely  on  the technical services of others with expertise in solar energy in
order for us to conduct our planned operations. If we are unable to contract for
the  services  of  such  individuals,  it  will  make  it  difficult  and may be
impossible  to  pursue  our  business plan. There is thus a higher risk that our
operations,  earnings  and  ultimate  financial success could suffer irreparable
harm  and  that  our  investors  will  lose  all  of  their  investment.

(5)  IF  WE ARE UNABLE TO COMPETE EFFECTIVELY IN THE INTENSELY COMPETITIVE SOLAR
POWER  INDUSTRY,  WE  MAY  BE  UNABLE  TO  GAIN  MARKET SHARE OR GENERATE SALES.

We  operate  in  a  competitive  environment  that  is  characterized  by  price
fluctuations,  supply  shortages and rapid technological change. We compete with
major  international and domestic companies. Our major competitors include First
Solar  Inc.,  SunPower, SPG Solar, Akeena Solar, Sun Edison and Global Solar, as
well  as  numerous other regional players such as Skypower, Pod Generating Group
and CarbonFree Technology Inc., and other similar companies primarily located in
our  operating  markets. Our competitors may have greater market recognition and
substantially greater financial, technical, marketing, distribution, purchasing,
manufacturing, personnel and other resources than we do. Many of our competitors
are  developing  and  are  currently producing products based on new solar power
technologies  that  may  ultimately  have  costs  similar to, or lower than, our
projected  costs.  Many  of  our  current  and potential competitors have longer
operating  histories,  greater name recognition, access to larger customer bases
and  significantly  greater  financial,  sales  and  marketing,  manufacturing,
distribution, technical and other resources than we do. As a result, they may be
able  to  respond more quickly to changing customer demands or to devote greater
resources  to  the  development,  promotion  and  sales of products than we can.

Some  of  our  competitors  own,  partner  with,  have  longer  term or stronger
relationships with solar cell providers which could result in them being able to
obtain  solar  cells  on a more favorable basis than we can. It is possible that
new competitors or alliances among existing competitors could emerge and rapidly
acquire  significant  market share, which would harm our business. If we fail to
compete  successfully, our business would suffer and we may lose or be unable to
gain  market  share.

We  may  in  the  future compete for potential customers with solar and heating,
ventilation  and  air  conditioning  systems  installers  and service providers,
electricians, utilities and other providers of solar power equipment or electric
power.  Competition  in  the  solar  power services industry may increase in the
future,  partly  due  to  low  barriers  to  entry.  In  addition,  we  may face
competition  from  other  alternative  energy  resources  now  in  existence  or
developed in the future. Increased competition could result in price reductions,
reduced  margins  or  loss of market share and greater competition for qualified
technical  personnel.

(6)  EXISTING REGULATIONS AND CHANGES TO SUCH REGULATIONS MAY PRESENT TECHNICAL,
REGULATORY AND ECONOMIC BARRIERS TO THE PURCHASE AND USE OF PHOTOVOLTAICS, WHICH
MAY  SIGNIFICANTLY  REDUCE  DEMAND  FOR  OUR  PRODUCTS.

The  market  for  photovoltaics  is  heavily  influenced  by  foreign,  federal,
provincial and local government regulations and policies concerning the electric
utility  industry,  as  well as internal policies and regulations promulgated by
electric  utilities.  These regulations and policies often relate to electricity
pricing  and technical interconnection of customer-owned electricity generation.
In many countries, including Canada and the United States, these regulations and
policies  are being modified and may continue to be modified. Customer purchases
of, or further investment in the research and development of, alternative energy
sources,  including  solar  power  technology,  could  be  deterred  by  these
regulations  and  policies, which could result in a significant reduction in the
potential  demand  for  our solar power products. For example, utility companies
commonly  charge fees to larger, industrial customers for disconnecting from the
electric grid or for having the capacity to use power from the electric grid for
back-up  purposes.  These fees could increase the cost to our customers of using
our  solar  power  products  and  make them less desirable, which would harm our
business,  prospects,  results  of  operations  and  financial  condition.  We
anticipate  that our solar power products and their installation will be subject
to  oversight  and  regulation  in accordance with national and local ordinances
relating  to  building  codes,  safety,  environmental  protection,  utility
interconnection  and  metering  and  related  matters. There is also a burden in
having  to  track  the requirements of individual states and design equipment to
comply  with  the  varying  standards. Any new government regulations or utility
policies  pertaining  to  our  solar  power  products  may result in significant
additional  expenses  to  us  and  our  resellers  and their customers and, as a
result,  could  cause  a  significant  reduction  in demand for our products and
services.

(7) THE REDUCTION OR ELIMINATION OF GOVERNMENT ECONOMIC INCENTIVES COULD PREVENT
US  FROM  ACHIEVING  SALES  AND  EARNING  REVENUE.

Currently,  the  cost  of solar power exceeds the cost of power furnished by the
electric  utility  grid  in  many  locations. As a result, federal, regional and
local government bodies in Canada and the United States have provided incentives
in  the  form  of  rebates,  tax  credits  and  other  incentives  to end users,
distributors,  system  integrators  and manufacturers of solar power products to
promote the use of solar energy in on-grid applications and to reduce dependency
on  fossil  fuels.  If  any  of  these subsidies or incentives are discontinued,
reduced or substantially modified, if growth in any such subsidies or incentives
is  reduced,  or  if  renewable  portfolio  standards  or  similar  production
requirements  are  changed  or  eliminated,  demand  for  our photovoltaic solar
products  and  services  could  decline  or  never  develop,  and our results of
operations and financial condition could be materially and adversely affected as
a  result.

(8)  WE WILL BE DEPENDENT UPON A LIMITED NUMBER OF SUPPLIERS FOR OUR SOLAR POWER
PRODUCTS  AND EQUIPMENT IN THE NEAR TERM, WHICH COULD PREVENT US FROM DELIVERING
OUR PRODUCTS AND SERVICES TO OUR CUSTOMERS WITHIN REQUIRED TIMEFRAMES, RESULTING
IN  INSTALLATION  DELAYS,  CANCELLATIONS, LIQUIDATED DAMAGES AND AN INABILITY TO
ACHIEVE  MARKET  SHARE.

We  are  currently dependent upon third party suppliers for all the photovoltaic
products  and equipment that we sell and use in our installations. If we fail to
develop,  maintain,  and  in  many  cases,  expand  our relationships with other
suppliers  of  photovoltaic products, we may be unable to profitably deliver our
products and services to our customers within required timeframes. Additionally,
the  failure  of  a supplier to supply products in a timely manner, or to supply
products that meet our quality, quantity and cost requirements, could impair our
ability  to  provide  products and services to our customers, particularly if we
are  unable  to obtain substitute sources of these materials and components on a
timely  basis  or on terms acceptable to us. Consequently, we could be prevented
from  delivering  products  and  services  to  our  customers  within  required
timeframes, which could result in installation delays, cancellations, liquidated
damages,  and  have  a  material  adverse  effect on our business and results of
operations.

(9)  WE  ARE DEPENDENT UPON OUR SUPPLIERS FOR THE COMPONENTS USED IN THE SYSTEMS
WE  DESIGN AND INSTALL, AND OUR MAJOR SUPPLIERS ARE DEPENDENT UPON THE CONTINUED
AVAILABILITY  AND  PRICING  OF  SILICON  AND  OTHER  RAW MATERIALS USED IN SOLAR
MODULES.

The  solar panels, inverters and other components to be used in our systems will
be  purchased  from  a limited number of suppliers. We do not manufacture any of
the  components  to  be  used  in our solar installations. We do not have supply
agreements  with  our  suppliers,  except  for purchase orders on a case-by-case
basis,  and  as  such,  we  are  subject to fluctuation in market prices for the
components  that  we  purchase  for our installations. We cannot ensure that the
prices  charged  by our suppliers will not increase because of changes in market
conditions  or  other  factors  beyond  our control. An increase in the price of
components  used  in  our  systems  could  result  in  reduced margins and/or an
increase  in  costs to our customers and could have a material adverse effect on
our  revenue and demand for our services. Similarly, our suppliers are dependent
upon  the availability and pricing of silicon, one of the main materials used in
manufacturing  solar  panels.  The  world  market  for  solar  panels  recently
experienced  a  shortage  of supply due to insufficient availability of silicon.
This  shortage caused the prices for solar modules to increase. Interruptions in
our  ability  to  procure  needed  components  for  our  systems, whether due to
discontinuance  by  our  suppliers,  delays  or  failures in delivery, shortages
caused  by  inadequate  production  capacity  or  unavailability,  or  for other
reasons,  could limit our sales and growth. In addition, increases in the prices
of  modules  could  make  systems  that  have  been  sold  but not yet installed
unprofitable  for  us.  There  is  no  assurance  that  we  will be able to have
photovoltaic  systems manufactured on acceptable terms or of acceptable quality,
the  failure  of  which  could  lead  to  a  loss  of  sales  and  revenues.

(10)  WE  ARE  EXPOSED  TO RISKS ASSOCIATED WITH PRODUCT LIABILITY CLAIMS IN THE
EVENT  THAT THE USE OR INSTALLATION OF OUR PRODUCTS RESULTS IN INJURY OR DAMAGE.

Since  the  products  we  will  install are devices that produce electricity and
heat,  it  is  possible  that  users  could be electrocuted, burned or otherwise
injured  or  even  killed  by  such  products,  whether by product malfunctions,
defects,  improper  installation or other causes. As a distributor and installer
of  products that are used by consumers, we face an inherent risk of exposure to
product  liability claims or class action suits in the event that the use of the
solar  power  products we sell or install results in injury or damage. Moreover,
we  may  not  have adequate resources in the event of a successful claim against
us.  We  intend  to  carry  general  liability  coverage  and umbrella liability
coverage.  We  also  plan  to obtain certificates of insurance from the property
owners  where  we  operate  and  require  all  subcontractors  to  name us as an
additional insured and as a certificate holder on their policies. The successful
assertion  of  product  liability  claims  against  us  could result in material
reputational  and  monetary  damages  and,  if  our  insurance  protection  is
inadequate,  could  require  us  to  make  significant  payments.

(11)  OUR  BUSINESS  REQUIRES  US  TO PLACE OUR EMPLOYEES AND TECHNICIANS ON OUR
CUSTOMERS'  PROPERTIES,  WHICH  COULD  GIVE  RISE  TO  CLAIMS  AGAINST  US.

If we are unsuccessful in our installation of products and provision of services
to  customers,  we  could  damage  or  cause  a material adverse change to their
premises  or  property,  which  could  give  rise to claims against us. Any such
claims  could  be  material  in dollar amount and could significantly damage our
reputation.  In  addition,  we  are  exposed  to  various  risks and liabilities
associated  with  placing  our  employees  and  technicians  in  the  homes  and
workplaces of others, including possible claims of errors and omissions based on
the  alleged  actions  of  our  personnel, including harassment, theft of client
property,  criminal  activity  and  other  claims.

(12)  IF  PHOTOVOLTAIC  TECHNOLOGY  IS  NOT SUITABLE FOR WIDESPREAD ADOPTION, OR
SUFFICIENT  DEMAND FOR PHOTOVOLTAIC PRODUCTS DOES NOT DEVELOP OR TAKES LONGER TO
DEVELOP  THAN  WE  ANTICIPATE,  IT  WILL  IMPAIR OUR ABILITY TO EARN REVENUE AND
ACHIEVE  PROFITABILITY.

The  market  for photovoltaic products is emerging and rapidly evolving, and its
future  success  is  uncertain. If photovoltaic technology proves unsuitable for
widespread commercial deployment or if demand for photovoltaic products fails to
develop  sufficiently,  we would be unable to generate enough revenue to achieve
and  sustain  profitability.  In  addition,  demand for photovoltaic products in
Canada  and any other markets or geographic regions we target may not develop or
may  develop  more  slowly  than  we anticipate. Many factors will influence the
widespread  adoption  of  photovoltaic  technology  and  demand for photovoltaic
products,  including:

*    fluctuations in economic and market conditions that affect the viability of
     conventional  and  other  renewable  energy  sources,  such as increases or
     decreases  in  the  prices  of  oil  and  other  fossil  fuels;

*    cost-effectiveness,  performance  and  reliability of photovoltaic products
     compared to conventional and other renewable energy sources and products; *
     success  of  other  renewable  energy  generation  technologies  such  as
     hydroelectric,  wind,  geothermal  and  biomass;

*    deregulation  of the electric power industry and broader energy industry; *
     availability  of  government  subsidies  and  incentives;

*    capital  expenditures  by  end  users  of  photovoltaic  products;  and

*    availability  of  raw  materials  used  in  the manufacture of photovoltaic
     products.

(13) OUR GROWTH MAY NOT BE MANAGEABLE AND OUR BUSINESS COULD SUFFER AS A RESULT.

Even  if we are successful in developing our new business, failure to manage the
growth could adversely affect our operations. We may experience extended periods
of  very rapid growth, which could place a significant strain on our management,
operating,  financial and other resources. Our future performance will depend in
part  on  our  ability  to manage growth effectively. We must develop management
information  systems,  including  operating,  financial, and accounting systems,
improve  project  management  systems and expand, train, and manage employees to
keep  pace  with  growth.  Our  inability  to  manage  growth  effectively could
negatively  affect  results of operations and the ability to meet obligations as
they  come  due.

(14) ACQUISITIONS OF OTHER COMPANIES OR INVESTMENTS IN JOINT VENTURES WITH OTHER
COMPANIES COULD ADVERSELY AFFECT OUR OPERATING RESULTS, DILUTE OUR STOCKHOLDERS'
EQUITY,  OR  CAUSE US TO INCUR ADDITIONAL DEBT OR ASSUME CONTINGENT LIABILITIES.

To  increase  our  business and maintain our competitive position, we may in the
future  acquire  companies  or  engage in joint ventures. Acquisitions and joint
ventures  involve  a  number of risks that could harm our business and result in
the  acquired  business  or joint venture not performing as expected, including:

*    insufficient experience with technologies and markets in which the acquired
     business  is  involved,  which may be necessary to successfully operate and
     integrate  the  business;

*    problems  integrating  the  acquired operations, personnel, technologies or
     products  with  the  existing  business  and  products;

*    diversion  of  management  time and attention from the core business to the
     acquired  business  or  joint  venture;

*    potential  failure  to  retain  key  technical, management, sales and other
     personnel  of  the  acquired  business  or  joint  venture;

*    difficulties in retaining relationships with suppliers and customers of the
     acquired  business,  particularly where such customers or suppliers compete
     with  us;

*    subsequent  impairment of the acquired assets, including intangible assets;
     and

*    assumption  of  liabilities  including,  but  not limited to, lawsuits, tax
     examinations,  warranty  issues,  etc.

To  the  extent  that  we  invest  in  upstream  suppliers or downstream channel
capabilities,  we may experience competition or channel conflict with certain of
our  existing  and potential suppliers and customers. Specifically, existing and
potential  suppliers  and  customers may perceive that we are competing directly
with  them  by  virtue of such investments and may decide to reduce or eliminate
their  supply  volume  to  us  or  order  volume  from  us.

(15) SINCE OUR BOARD OF DIRECTORS DOES NOT INTEND TO PAY DIVIDENDS ON OUR COMMON
STOCK  IN  THE FORESEEABLE FUTURE, IT IS LIKELY THAT INVESTORS WILL ONLY BE ABLE
TO  REALIZE  A  RETURN ON THEIR INVESTMENT BY RESELLING SHARES PURCHASED THROUGH
THIS  OFFERING.

We  intend  to retain our future earnings, if any, to support our operations and
to  finance  the growth and development of our business and do not expect to pay
cash  dividends  in  the  foreseeable  future.  As  a  result, the success of an
investment  in  our common stock will likely depend upon any future appreciation
in  the  value  of our common stock. There is no guarantee that our common stock
will  appreciate  in  value  or  even  maintain  its  current  trading  price.

(16)  IF  WE  ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO
IMPLEMENT  OUR  BUSINESS  PLAN  AND  OUR  BUSINESS  MAY  FAIL.

Our  future success depends, to a significant extent, on our ability to attract,
train  and  retain capable technical, sales and managerial personnel. Recruiting
and  retaining capable personnel, particularly those with expertise in the solar
power  industry,  is  vital to our success. There is substantial competition for
qualified technical and managerial personnel, and there can be no assurance that
we  will be able to attract or retain the necessary persons. If we are unable to
attract  and retain qualified employees, our business may fail and our investors
could  lose  their  investment.

(17) OUR CEO OWNS A CONTROLLING PERCENTAGE OF OUR VOTING STOCK, WHICH WILL ALLOW
HIM  TO  MAKE  KEY DECISIONS AND EFFECT TRANSACTIONS WITHOUT FURTHER SHAREHOLDER
APPROVAL.

Even  if  all  the  Shares are sold, our Chief Executive Officer will own 43 per
cent  of our outstanding voting stock, on a fully diluted basis. Accordingly, he
will  be  able  to  control  the  outcome  of stockholder votes, including votes
concerning the election of directors, the adoption or amendment of provisions in
our  Articles  of  Incorporation and our Bylaws, and the approval of mergers and
other significant corporate transactions. These factors may also have the effect
of  delaying or preventing a change in our management or our voting control. Our
Articles  of  Incorporation  do  not  provide  for  cumulative  voting.

(18)  WE MAY ISSUE SHARES OF PREFERRED STOCK WITH GREATER RIGHTS THAN OUR COMMON
STOCK, WHICH MAY ENTRENCH MANAGEMENT AND RESULT IN DILUTION OF OUR SHAREHOLDERS'
INVESTMENT.

Our  Articles of Incorporation authorize the issuance of up to 50,000,000 shares
of  preferred  stock,  par  value $0.0001 per share. The authorized but unissued
preferred stock may be issued by our board of directors from time to time on any
number  of  occasions,  without  stockholder  approval,  as one or more separate
series  of  shares comprised of any number of the authorized but unissued shares
of  preferred  stock, designated by resolution of our board of directors stating
the  name  and  number of shares of each series and setting forth separately for
such  series the relative rights, privileges and preferences thereof, including,
if  any,  the:  (i)  rate  of  dividends  payable thereon; (ii) price, terms and
conditions  of  redemption;  (iii)  voluntary  and  involuntary  liquidation
preferences; (iv) provisions of a sinking fund for redemption or repurchase; (v)
terms of conversion to common stock, including conversion price, and (vi) voting
rights.  Such  preferred  stock  may  enable our board of directors to hinder or
discourage  any  attempt  to  gain  control of us by a merger, tender offer at a
control  premium  price, proxy contest or otherwise. Consequently, the preferred
stock  could entrench our management. The market price of our common stock could
be  depressed  to some extent by the existence of the preferred stock. As of the
date  of  this  prospectus,  no  shares  of  preferred  stock  have been issued.

(19)  APPLICABLE  STOCKTICKERSEC  RULES  GOVERNING THE TRADING OF "PENNY STOCKS"
LIMIT  THE  LIQUIDITY OF OUR COMMON STOCK, WHICH COULD MAKE IT DIFFICULT FOR OUR
SHAREHOLDERS  TO  SELL  THEIR  SHARES.

As the shares of our common stock are penny stock, many brokers are unwilling to
effect  transactions  in  that  common stock which can make it difficult for our
shareholders  to  sell their shares of our common stock if a market develops for
that common stock. Our common stock is defined as a penny stock pursuant to Rule
3a51-1  pursuant  to the Securities Exchange Act of 1934. Penny stock is subject
to  Rules  15g-1  through  15g-10  of the Securities Exchange Act of 1934. Those
rules  require broker-dealers, before effecting transactions in any penny stock,
to:

*    Deliver  to  the  customer,  and obtain a written receipt for, a disclosure
     document;

*    Disclose  certain  price  information  about  the  penny  stock;

*    Disclose  the  amount  of compensation received by the broker-dealer or any
     associated  person  of  the  broker-dealer;

*    Send monthly  statements  to  customers  with  market and price information
     about  the  penny  stock;  and

*    In some  circumstances,  approve the purchasers account pursuant to certain
     standards  and  deliver written statements to the customer with information
     specified  in  those  rules.

Rather  than  comply  with those rules, many broker-dealers refuse to enter into
penny  stock transactions which may make it more difficult for investors to sell
their  shares  of  our  common  stock  and  thereby liquidate their investments.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
                                   OPERATIONS

THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS DISCUSSION
CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE
RISKS  AND  UNCERTAINTIES,  SUCH  AS  OUR  PLANS,  OBJECTIVES,  EXPECTATIONS AND
INTENTIONS.  OUR  ACTUAL  RESULTS  AND THE TIMING OF CERTAIN EVENTS COULD DIFFER
MATERIALLY  FROM  THOSE  ANTICIPATED  IN  THESE  FORWARD-LOOKING STATEMENTS AS A
RESULT  OF  CERTAIN  FACTORS,  INCLUDING  THOSE  SET FORTH UNDER "RISK FACTORS,"
"DESCRIPTION  OF  BUSINESS"  AND  ELSEWHERE  IN  THIS  PROSPECTUS.

OVERVIEW

Until  July  10,  2009, our business plan was to explore our mineral property to
determine  whether  it  contained  commercially exploitable reserves of valuable
minerals. Our plan was to commence a mineral exploration program that would have
involved  expanded geological mapping, and geochemical sampling that would cover
previously established grid areas, as well as other prospective sites that might
have  been developed to delineate either base metals or industrial minerals. Due
to  higher  than  anticipated  fuel  costs,  we  were  unable  to  commence  our
exploration  program  as  planned in 2008. By the second quarter of 2009, we had
insufficient  capital  to  initiate  complete  our  program.  In light of market
conditions,  our management determined in our second fiscal quarter of 2009 that
it  was  in the Company's best interests to review opportunities in the field of
solar  energy.

On  April  27,  2009,  we  entered  into  the  Reorganization Agreement with the
shareholders  of  Novagen  Solar (Canada) Ltd. ("NSC") to acquire all the issued
and  outstanding  shares  of NSC. NSC was the exclusive sales agent in Canada of
RSi,  and  a non-exclusive sales agent for RSi everywhere else in the world. The
acquisition  of NSC was closed on July 10, 2009. As a result of the acquisition,
we abandoned our mineral exploration interests and began pursuing the marketing,
sale  and  distribution  of  PV  products  as  our  primary  business.

On November 10, 2009, the Company agreed with NSC and RSi to terminate the Sales
License granting NSC the right to sell photovoltaic products distributed by RSi.
The  termination  released  all parties to the sales license from all claims and
obligations  arising  from  the  sales  license  or  the termination thereof. On
December  1, 2009, the acquisition of NSC was rescinded, resulting in all issued
and outstanding shares of NSC being returned to the original NSC shareholders in
exchange  for  all  securities issued by the Company as part of the acquisition.

As  part  of  the  rescission of our acquisition of NSC, on December 31, 2009 we
issued a non-interest bearing convertible demand note for $50,000 to NSC for the
acquisition  of  the solar panels. On August 10, 2010, we repaid the demand note
in  full.

We  have not earned revenue since inception and we presently have no solar power
installations  in  operation. Since inception, our activities have been financed
from  the  proceeds  of  share  subscriptions  and  loans  from  management  and
non-affiliated  third  parties.

Our  business  is  in  the early stages of development. We do not presently have
sufficient capital to sustain minimal operations for the next 12 months, but our
President  has  undertaken  to provide such financing as may be required in that
regard.  Our  management believes that a minimum of $600,000 will be required to
implement  our business plan and secure development and regulatory approvals for
solar  power  stations  over  the  next  twelve  months. Our currently available
capital  and  cash flows from operations are insufficient to execute our current
business  plan  and  fund  business  operations  long enough to become cash flow
positive  or to achieve profitability. Our ultimate success will depend upon our
ability  to  raise  capital.

We  will  be  required  to  pursue sources of additional capital through various
means,  including  joint  venture projects and debt or equity financings. Future
financings  through  equity  investments  are  likely to be dilutive to existing
stockholders.  Also,  the  terms  of  securities  we may issue in future capital
transactions  may  be  more  favorable  for  our  new  investors.  Newly  issued
securities  may include preferences, superior voting rights, and the issuance of
warrants  or  other  derivative  securities,  which may have additional dilutive
effects.  Further, we may incur substantial costs in pursuing future capital and
financing,  including  investment  banking  fees,  legal  fees, accounting fees,
printing  and  distribution expenses and other costs. We may also be required to
recognize  non-cash expenses in connection with certain securities we may issue,
such  as  convertible  notes  and  warrants,  which  will  adversely  impact our
financial  condition.

Our  ability  to  obtain needed financing may be impaired by such factors as the
capital  markets,  both  generally  and  specifically  in  the  renewable energy
industry,  and the fact that we have not been profitable, which could impact the
availability  or cost of future financings. If the amount of capital we are able
to  raise  from financing activities, together with our revenue from operations,
is  not  sufficient  to  satisfy  our  capital needs, even to the extent that we
reduce  our  operations  accordingly,  we  may  be required to cease operations.

There  is  no  assurance  that  we  will  be  able  to obtain financing on terms
satisfactory to use, or at all. We do not have any arrangements in place for any
future financing. If we are unable to secure additional funding, we may cease or
suspend  operations. We have no plans, arrangements or contingencies in place in
the  event  that  we  cease  operations.

RESULTS  OF  OPERATIONS

YEAR  ENDED  DECEMBER  31,  2009  COMPARED  TO  THE YEAR ENDED DECEMBER 31, 2008

We  recorded  a  net  loss  of  $396,673  for  the year ended December 31, 2009,
compared  with  a  net  loss  of  $29,599  for the year ended December 31, 2008.
Operating  expenses  consisted  of  consulting fees, professional fees, interest
expenses  and other general corporate expenses. Operating expenses were $396,673
for  the  year  ended  December  31,  2009,  compared  with $29,599 in operating
expenses  for  the  year  ended  December 31, 2008. The increase was a result of
costs associated with our change of business and consulting fees associated with
the  exploration  of  our  mineral  properties.

Marketing  expenses  for the 2009 fiscal year were $184,591, compared to Nil for
fiscal 2008. Marketing expenses included all costs associated with exhibiting at
the  ICSC  trade  show  in  Las  Vegas, Nevada and the Intersolar trade shows in
Munich,  Germany  and  San  Francisco,  California.

Director  fees in fiscal 2009 were $110,000, compared to Nil for the 2008 fiscal
year.  The  increase  was  due to issuance of 200,000 common stock at a price of
$0.55  per  share  to  a  director  of  the  Company.

Professional  fees  were  $17,905 for the year ended December 31, 2009, compared
with $24,312 for the year ended December 31, 2008. Professional fees incurred in
fiscal  year  2009 consist of accounting fees associated with our acquisition of
NSC,  and  the  audited financial statements and periodic reporting obligations.

Consulting  fees for the year ended December 31, 2009 were $2,300, compared with
$1,412  for the year ended December 31, 2008. Consulting fees incurred in fiscal
2009  were  due  to  assistance  with the preparation of our quarterly financial
reports.

General  office  expenses  were  $7,684  for  the  year ended December 31, 2009,
compared  with  office  expenses of $2,064 for the year ended December 31, 2008.
The  increase  was  due  to  increase  in  operating  activities  in  2009.

QUARTER  ENDED  MARCH  31,  2010  COMPARED  TO  THE QUARTER ENDED MARCH 31, 2009

We  realized  a  net loss of $1,583 during the three month period ended June 30,
2010,  due to operating expenses. Operating expenses during the period consisted
of  professional  fees  and other general corporate expenses. Operating expenses
for  the  three  month  period  ended  June  30,  2009  were  $65,484  and  were
attributable to marketing expenses, professional fees, office expenses and other
general  corporate  expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES.

As  of  June  30, 2010, our total liabilities increased to $262,402 comprised of
$155,518  in  trade  debt  arising  from professional fees and our exhibition at
several  trade  shows,  $56,884 owing to a director for expenses incurred on our
behalf  and  a  non-interest  bearing  convertible debenture of $50,000 owing to
Novagen  Solar  (Canada)  Ltd.,  which  is  controlled  by  our sole officer and
director.  As  of  December  31,  2009,  total  liabilities  were  $248,501.

On  August  4, 2010, we agreed to issue 26,224,600 shares of our common stock in
full  and  final  satisfaction of $262,246 in debt, of which $58,558 was owed to
our  sole  director  and officer. Our management believes that the retirement of
the  outstanding  debt  obligations  will  improve  Novagen's  ability to obtain
financing.

On August 4, 2010, Novagen agreed to issue 10,000,000 shares of our common stock
to  four  investors  at  $0.01  per  share.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth, as of the Record Date, information concerning
ownership  of the Company's securities by (i) each Director, (ii) each executive
officer,  (iii)  all  directors and executive officers as a group; and (iv) each
person known to the Company to be the beneficial owner of more than five percent
of  each  class:

The number and percentage of shares beneficially owned includes any shares as to
which  the  named person has sole or shared voting power or investment power and
any  shares  that  the  named  person  has  the right to acquire within 60 days.

-----------------------------------------------------------------------------
                                                         BENEFICIAL OWNERSHIP
NAME OF BENEFICIAL OWNER                                COMMON     PERCENTAGE
                                                        SHARES       OF CLASS
-----------------------------------------------------------------------------
Thomas Mills                                         9,000,000          20.6%
-----------------------------------------------------------------------------
All directors and executive officers, as a group     9,000,000          20.6%
=============================================================================
Ophion Management Ltd. (1)                           5,855,800          13.4%
Gisela Mills (2)                                     5,540,000          12.7%
Fahrinsland Capital LLC                             15,738,443          36.0%
-----------------------------------------------------------------------------
All beneficial owners of more than 5% of            31,057,244          62.1%
the Company's common stock, as a group
=============================================================================
(1)     Ophion Management Ltd. is owned and controlled by Thomas Mills, our sole
officer and director.
(2)     Gisela Mills is the mother of Thomas Mills, our sole officer and
director.

The address for all directors, executives officers and beneficial owners of more
than  5%  of our common stock is 3044 Bloor Street West, Suite 1440, Toronto, ON
M8X  2Y8.

Unless otherwise noted, we believe that all persons named in the table have sole
voting  and  investment  power  with  respect  to  all  shares  of  common stock
beneficially  owned  by  them. For purposes hereof, a person is considered to be
the beneficial owner of securities that can be acquired by such person within 60
days  from  the  date  hereof,  upon  the exercise of warrants or options or the
conversion  of  convertible  securities.  Each  beneficial  owner's  percentage
ownership  is  determined  by  assuming  that  any  such  warrants,  options  or
convertible  securities  that are held by such person (but not those held by any
other  person)  and  which can be exercised within 60 days from the date hereof,
have  been  exercised.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The  following  sets  forth  our  directors,  executive  officers, promoters and
control  persons,  their ages, and all offices and positions held. Directors are
elected  for  a period of one year and thereafter serve until their successor is
duly elected by the shareholders. Officers and other employees serve at the will
of  the  Board  of  Directors.

--------------------------------------------------------------------------------
                                                                    TERM PERIOD
                                                                       SERVED AS
NAME AND ADDRESS              POSITION                  AGE     DIRECTOR/OFFICER
--------------------------------------------------------------------------------

Thomas Mills                  Chief Executive Officer,   42      2009 to present
1440-3044 Bloor Street West,  President,
Toronto, Ontario M8X 2Y8      Chief Financial Officer
                              and a director
--------------------------------------------------------------------------------

Thomas  Mills  is presently our sole officer and a director since July 10, 2009.
Mr.  Mills was the co-founder of Thrust Energy Corp., an oil and gas exploration
company in June 2005, and has been its Chief Executive Officer, President, Chief
Financial  Officer  and  a  director  since  inception.  Mr.  Mills was also the
co-founder of AMP Productions Ltd., a motion picture production company in March
2003,  and has served as its Chief Executive Officer, President, Chief Financial
Officer  and  a  director  since  its inception. Mr. Mills was the co-founder of
Kingston  Mines  Ltd.,  a  mineral exploration company in June 2005, and was its
Vice-President,  Chief  Financial  Officer  and a director until April 2008. Mr.
Mills  also  served  as  the  President of Kingston Mines Ltd. from January 2008
until April 2008. From 2001 to September 2004, Mr. Mills was the Chief Executive
Officer  and  President  of  Torrent  Energy  Corp.,  a  natural gas exploration
company,  acting  as  its  Chief  Financial Officer from March 2004 to September
2004.  He  received  his  Bachelor of Laws degree from the University of British
Columbia  in  1996,  and  holds  a  Bachelor  of Arts degree with an emphasis on
management  and  organizational  behavior,  obtained  from  the  University  of
Waterloo,  Waterloo, Ontario in 1992. Mr. Mills was called to the Bar of British
Columbia in 1997, and remains a part-time practicing member. The address for all
our  officers and directors is 1440-3044 Bloor Street West, Toronto, Ontario M8X
2Y8.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

During  the past five years none of our directors, executive officers, promoters
or  control  persons  have:

(1)  had  any bankruptcy petition filed by or against any business of which such
person  was  a  general  partner  or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to  that  time;

(2)  been  convicted  in  a criminal proceeding or subject to a pending criminal
proceeding;

(3)  been  subject to any order, judgment, or decree, not subsequently reversed,
suspended  or  vacated,  of  any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in  any  type  of  business,  securities  or  banking  activities;  or

(4)  been  found  by  a  court  of competent jurisdiction in a civil action, the
Commission  or  the  Commodity  Futures  Trading  Commission  to have violated a
federal  or  state  securities or commodities law, and the judgment has not been
reversed,  suspended,  or  vacated.

COMMITTEES  OF  THE  BOARD

All proceedings of the board of directors for the fiscal year ended December 31,
2009  were  conducted  by  resolutions  consented  to in writing by our board of
directors  and  filed  with  the  minutes  of  the  proceedings  of our board of
directors. Our company currently does not have nominating, compensation or audit
committees  or committees performing similar functions nor does our company have
a  written  nominating,  compensation  or  audit committee charter. Our board of
directors  does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
the  board  of  directors.

Our  company  does  not  have  any  defined policy or procedure requirements for
shareholders  to  submit recommendations or nominations for directors. The board
of  directors  believes  that,  given  the  stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any  specific  or  minimum criteria for the election of nominees to the board of
directors  and  we  do not have any specific process or procedure for evaluating
such  nominees.  The  board  of  directors  will  assess all candidates, whether
submitted  by  management or shareholders, and make recommendations for election
or  appointment.

A shareholder who wishes to communicate with our board of directors may do so by
directing  a  written  request  addressed to our President, Thomas Mills, at the
address  appearing  on  the  first  page  of  this  registration  statement.

AUDIT  COMMITTEE  FINANCIAL  EXPERT

We  do  not have a standing audit committee. Our directors perform the functions
usually  designated to an audit committee. Our board of directors has determined
that  we  do  not  have  a  board  member  that qualifies as an "audit committee
financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have
a  board  member  that  qualifies  as  "independent" as the term is used in Item
7(d)(3)(iv)(B)  of  Schedule  14A  under the Securities Exchange Act of 1934, as
amended,  and  as  defined  by  Rule  4200(a)(14)  of  the  NASD  Rules.

We  believe  that  our board of directors is capable of analyzing and evaluating
our  financial statements and understanding internal controls and procedures for
financial  reporting.  Our  board  of  directors  does  not  believe  that it is
necessary  to  have  an  audit  committee  because  management believes that the
functions  of  an  audit  committees can be adequately performed by the board of
directors.  In  addition,  we believe that retaining an independent director who
would  qualify  as  an "audit committee financial expert" would be overly costly
and  burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations  to  date.

As  we  generate  revenue  in  the  future,  we  intend to form a standing audit
committee  and  identify  and  appoint  a financial expert to serve on our audit
committee.

INDEMNIFICATION

Under  our  Articles  of  Incorporation  and  Bylaws  of the corporation, we may
indemnify  an  officer  or  director  who  is  made  a  party to any proceeding,
including  a law suit, because of his position, if he acted in good faith and in
a  manner  he  reasonably  believed  to  be in our best interest. We may advance
expenses  incurred  in defending a proceeding. To the extent that the officer or
director  is  successful  on  the merits in a proceeding as to which he is to be
indemnified,  we  must  indemnify  him  against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for  expenses  actually and reasonably incurred in defending the proceeding, and
if  the  officer  or  director  is  judged  liable,  only  by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the  State  of  Nevada.

Regarding  indemnification  for  liabilities arising under the Securities Act of
1933,  which  may be permitted to directors or officers under Nevada law, we are
informed  that,  in  the  opinion  of  the  Securities  and Exchange Commission,
indemnification  is  against  public  policy,  as  expressed  in the Act and is,
therefore,  unenforceable.

EXECUTIVE  COMPENSATION

To  date  we have no employees other than our officers. No compensation has been
awarded,  earned  or paid to our officers. We have no employment agreements with
any  of  our  officers.  We  do  not  contemplate  entering  into any employment
agreements  until  such  time  as  we  have  proven  mineral  reserves.

There  is  no  arrangement pursuant to which any of our directors has been or is
compensated  for  services  provided  as  one  of  our  directors.

There  are  no  stock option plans, retirement, pension, or profit sharing plans
for  the  benefit  of  our  officers  or directors. We do not have any long-term
incentive  plans  that  provide  compensation intended to serve as incentive for
performance.

                               LEGAL PROCEEDINGS

Neither  Novagen  Solar Inc., nor any of its officers or directors is a party to
any material legal proceeding or litigation and such persons know of no material
legal  proceeding  or  contemplated  or  threatened  litigation.  There  are  no
judgments  against  Novagen Solar Inc. or its officers or directors. None of our
officers  or  directors have been convicted of a felony or misdemeanour relating
to  securities  or  performance  in  corporate  office.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our  common  stock  is quoted on the OTC Bulletin Board under the symbol "NOVZ".
Trading  of  our stock is sporadic and does not constitute an established public
market  for  our  shares.

HOLDERS

On  August 11, 2010, the shareholders' list of our shares of common stock showed
60  registered  holders  of  our shares of common stock and 43,675,900 shares of
common  stock  outstanding. The number of record holders was determined from the
records  of  our transfer agent and does not include beneficial owners of shares
of  common stock whose shares are held in the names of various security brokers,
dealers,  and  registered  clearing  agencies.

DIVIDEND  POLICY

We  have  not  declared  or  paid  any  cash  dividends  on our common stock. We
currently  intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable  future.

CONVERTIBLE  SECURITIES

As  part  of  our  acquisition of NSC, on July 10, 2009 we issued a non-interest
bearing  convertible  demand  debenture  for  $30,000  to  one  of  its  former
shareholders.  The  convertible  debenture  was  surrendered,  unredeemed  and
unconverted,  to  the  Company on December 1, 2009, as part of the rescission of
the  acquisition  of  NSC.

As  part  of  the  rescission of our acquisition of NSC, on December 31, 2009 we
issued  a  non-interest  bearing  convertible demand note for $50,000 to NSC. We
paid  the  note  in  full  on  August  9,  2010.

We  have  not  otherwise issued and do not have outstanding any other securities
convertible  into  shares  of  our  common  stock  or  any rights convertible or
exchangeable  into  shares  of  our  common  stock.

                          DESCRIPTION OF CAPITAL STOCK

COMMON  STOCK

We  are  authorized to issue up to 100,000,000 shares of common stock, par value
$0.0001  per  share.  Each outstanding share of common stock entitles the holder
thereof  to  one  vote per share on all matters submitted to a stockholder vote.
Holders of our common stock do not have pre-emptive rights to purchase shares in
any  future  issuance  of  our common stock. Our common stock does not carry any
conversion  rights  and  there  are  no  redemption  provisions.

Our  common  stock  does  not  carry  any cumulative voting rights. As a result,
holders  of  a majority of the shares of common stock voting for the election of
directors  can  elect  all  of  our  directors. At all meetings of shareholders,
except  where  otherwise provided by statute or by our Articles of Incorporation
or  by our Bylaws, the presence in person or by proxy duly authorized by holders
of  not  less  than  twenty  percent  (20%)  of  the outstanding shares of stock
entitled  to  vote  shall constitute a quorum for the transaction of business. A
vote  by  the  holders  of  a  majority of our outstanding shares is required to
effect  certain  fundamental corporate changes such as liquidation, merger or an
amendment  to  our  Articles  of  Incorporation.

Holders  of  our  common  stock  are entitled to share in all dividends that the
board of directors, in its discretion, declares from legally available funds. In
the  event  of  liquidation,  dissolution  or winding up, each outstanding share
entitles  its  holder  to  participate  pro rata in all assets that remain after
payment  of  liabilities  and  after  providing for each class of stock, if any,
having  preference  over the common stock. There are no provisions for a sinking
fund  in  respect  of  our  common  stock.

PREFERRED  STOCK

We are authorized to issue up to 50,000,000 shares of preferred stock, par value
$0.0001  per share, in one or more classes or series as may be determined by our
board  of  directors, who may establish, from time to time, the number of shares
to  be included in each series, may fix the designation, powers, preferences and
rights  of the shares of each such series and any qualifications, limitations or
restrictions  thereof.  Any  preferred stock so issued by the board of directors
may  rank senior to the common stock with respect to the payment of dividends or
amounts  upon  liquidation,  dissolution or winding up of us, or both. Moreover,
under certain circumstances, the issuance of preferred stock or the existence of
the unissued preferred stock might tend to discourage or render more difficult a
merger  or  other  change  of  control.

No  shares  of  our  preferred  stock are currently outstanding. The issuance of
shares  of  preferred stock, while providing desirable flexibility in connection
with  possible  acquisitions and other corporate purposes, could have the effect
of  making  it more difficult for a third party to acquire, or of discouraging a
third  party  from  acquiring,  a  majority  of  our  outstanding  voting stock.

ANTI-TAKEOVER  EFFECTS  OF  OUR  ARTICLES  OF  INCORPORATION  AND  BYLAWS

Our  Articles  of  Incorporation  and bylaws contain certain provisions that may
have  anti-takeover  effects, making it more difficult for or preventing a third
party  from  acquiring control of Novagen or changing its board of directors and
management.  According  to our bylaws and Articles of Incorporation, neither the
holders  of  our  common  stock  nor  the  holders  of  our preferred stock have
cumulative  voting  rights  in the election of our directors. The combination of
the  present  ownership  by  a  few stockholders of a significant portion of our
issued  and outstanding common stock and lack of cumulative voting makes it more
difficult  for  other  stockholders  to  replace our board of directors or for a
third  party  to  obtain control of Novagen by replacing its board of directors.

NEVADA  ANTI-TAKEOVER  LAWS

Business  Combinations

The  "business  combination" provisions of Sections 78.411 to 78.444, inclusive,
of  the  NRS,  prohibit a Nevada corporation with at least 200 stockholders from
engaging  in various "combination" transactions with any interested stockholder:
for  a  period  of  three  years  after the date of the transaction in which the
person  became  an interested stockholder, unless the transaction is approved by
the  board  of  directors  prior to the date the interested stockholder obtained
such  status;  or  after  the  expiration  of  the  three-year  period,  unless:

the  transaction  is  approved  by  the  board of directors or a majority of the
voting  power  held  by  disinterested  stockholders,  or

if  the consideration to be paid by the interested stockholder is at least equal
to  the  highest  of:  (a)  the  highest  price per share paid by the interested
stockholder  within  the  three  years  immediately  preceding  the  date of the
announcement  of  the  combination  or  in the transaction in which it became an
interested  stockholder,  whichever is higher, (b) the market value per share of
common  stock  on  the  date of announcement of the combination and the date the
interested  stockholder  acquired  the  shares,  whichever is higher, or (c) for
holders  of  preferred  stock,  the  highest  liquidation value of the preferred
stock,  if  it  is  higher.

A  "combination"  is  defined  to include mergers or consolidations or any sale,
lease  exchange,  mortgage,  pledge,  transfer  or  other  disposition,  in  one
transaction  or  a  series  of  transactions,  with  an "interested stockholder"
having:  (a)  an  aggregate  market  value  equal to 5% or more of the aggregate
market  value  of  the  assets of the corporation, (b) an aggregate market value
equal  to  5% or more of the aggregate market value of all outstanding shares of
the  corporation,  or  (c) 10% or more of the earning power or net income of the
corporation.

In  general,  an  "interested  stockholder"  is  a  person  who,  together  with
affiliates  and associates, owns (or within three years, did own) 10% or more of
a  corporation's  voting  stock.  The statute could prohibit or delay mergers or
other  takeover  or  change in control attempts and, accordingly, may discourage
attempts  to  acquire  our  company even though such a transaction may offer our
stockholders the opportunity to sell their stock at a price above the prevailing
market  price.

Control  Share  Acquisitions.

The  "control share" provisions of Sections 78.378 to 78.3793, inclusive, of the
NRS,  which  apply  only  to Nevada corporations with at least 200 stockholders,
including  at  least  100  stockholders  of record who are Nevada residents, and
which  conduct  business directly or indirectly in Nevada, prohibit an acquirer,
under  certain  circumstances,  from voting its shares of a target corporation's
stock  after  crossing  certain  ownership  threshold  percentages,  unless  the
acquirer  obtains  approval  of  the  target  corporation's  disinterested
stockholders. The statute specifies three thresholds: one-fifth or more but less
than  one-third,  one-third but less than a majority, and a majority or more, of
the  outstanding  voting  power.  Once  an  acquirer  crosses  one  of the above
thresholds,  those shares in an offer or acquisition and acquired within 90 days
thereof  become  "control  shares"  and  such control shares are deprived of the
right  to  vote  until  disinterested  stockholders  restore  the  right.  These
provisions  also  provide that if control shares are accorded full voting rights
and  the  acquiring  person has acquired a majority or more of all voting power,
all  other stockholders who do not vote in favor of authorizing voting rights to
the  control  shares  are entitled to demand payment for the fair value of their
shares  in  accordance  with  statutory  procedures  established for dissenters'
rights.

TRANSFER AGENT

Our transfer agent and registrar is Holladay Stock Transfer, Inc., located at
2939 North 67th Place, Scottsdale, Arizona  85251.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada law provides for discretionary indemnification for each person who serves
as  one  of our directors or officers. We may indemnify such individuals against
all  costs,  expenses  and  liabilities  incurred  in  a  threatened, pending or
completed  action,  suit or proceeding brought because such individual is one of
our  officers  or directors. Such individual must have conducted himself in good
faith  and  reasonably  believed that his conduct was in, or not opposed to, our
best interests. In a criminal action, he must not have had a reasonable cause to
believe  his  conduct  was  unlawful.

Article  Twelfth  of  our  Articles  of Incorporation states that no director or
officer  of the Corporation shall be personally liable to the Corporation or any
of  its  stockholders  for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of  a  director  or  officer (i) for acts or omissions which involve intentional
misconduct,  fraud  or  a  knowing  violation  of  law,  or  (ii) the payment of
dividends  in  violation  of  Section 78.300 of the Nevada Revised Statutes. Any
repeal  or  modification  of this Article by the stockholders of the Corporation
shall  be prospective only, and shall not adversely affect any limitation on the
personal  liability  of  a  director  or  officer of the Corporation for acts or
omissions  prior  to  such  repeal  or  modification.

Under  Article  IX,  our  bylaws  provide  the  following  indemnification:

01.     INDEMNIFICATION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to  be  made  a  party  to  any proceeding, whether civil, criminal,
administrative  or investigative (other than an action by or in the right of the
Corporation)  by  reason  of  the  fact  that  such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including attorneys' fees), judgment, fines and
amounts  paid  in  settlement actually and reasonably incurred by such person in
connection  with  such  action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests of the Corporation, and with respect to any criminal action
or  proceeding,  had  no  reasonable  cause to believe such person's conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement,  conviction,  or  upon  a plea of nolo contendere or its equivalent,
shall  not,  of itself, create a presumption that the person did not act in good
faith  and  in  a  manner  which such person reasonably believed to be in or not
opposed  to  the  best  interests  of  the  Corporation, and with respect to any
criminal  action  proceeding, had reasonable cause to believe that such person's
conduct  was  unlawful.

02.     DERIVATIVE  ACTION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit  by  or  in  the  right  of  the  Corporation  to procure a judgment in the
Corporation's favor by reason of the fact that such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including  attorney's  fees) and amount paid in
settlement  actually  and  reasonably incurred by such person in connection with
the  defense  or  settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests  of  the  Corporation, and, with respect to amounts paid in
settlement,  the  settlement  of the suit or action was in the best interests of
the  Corporation;  provided,  however,  that no indemnification shall be made in
respect  of  any  claim, issue or matter as to which such person shall have been
adjudged  to  be  liable  for  gross  negligence  or  willful  misconduct in the
performance  of  such  person's  duty  to the Corporation unless and only to the
extent  that, the court in which such action or suit was brought shall determine
upon  application that, despite circumstances of the case, such person is fairly
and  reasonably entitled to indemnity for such expenses as such court shall deem
proper.  The  termination  of any action or suit by judgment or settlement shall
not,  of  itself, create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the  best  interests  of  the  Corporation.

03.     SUCCESSFUL  DEFENSE

To  the  extent  that  a  Director,  Trustee,  Officer, employee or Agent of the
Corporation  has been successful on the merits or otherwise, in whole or in part
in  defense  of any action, suit or proceeding referred to in Paragraphs .01 and
..02  above,  or  in  defense  of any claim, issue or matter therein, such person
shall  be  indemnified against expenses (including attorneys' fees) actually and
reasonably  incurred  by  such  person  in  connection  therewith.

04.     AUTHORIZATION

Any  indemnification  under  Paragraphs  .01  and .02 above (unless ordered by a
court)  shall be made by the Corporation only as authorized in the specific case
upon  a  determination  that  indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met the
applicable  standard  of conduct set forth in Paragraphs .01 and .02 above. Such
determination  shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of Directors who were not parties to such
action,  suit  or  proceeding,  or  (b) is such a quorum is not obtainable, by a
majority  vote  of  the  Directors  who were not parties to such action, suit or
proceeding,  or (c) by independent legal counsel (selected by one or more of the
Directors,  whether  or  not  a  quorum  and  whether or not disinterested) in a
written  opinion, or (d) by the Shareholders. Anyone making such a determination
under  this  Paragraph  .04  may  determine  that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others, and
may  reasonably  prorate  amounts  to  be  paid  as  indemnification.

05.     ADVANCES

Expenses  incurred  in  defending  civil  or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the  final  disposition  of such action, suit or proceeding as authorized in the
manner  provided  in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such amount
unless  it shall ultimately be by the Corporation is authorized in this Section.

06.     NONEXCLUSIVITY

The  indemnification  provided  in this Section shall not be deemed exclusive of
any  other  rights  to  which  those  indemnified may be entitled under any law,
bylaw,  agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity  while  holding  such office, and shall continue as to a person who has
ceased  to be a Director, Trustee, Officer, employee or agent and shall inure to
the  benefit  of  the  heirs,  executors,  and  administrators of such a person.

07.     INSURANCE

The  Corporation  shall  have  the  power  to purchase and maintain insurance on
behalf  of  any  person  who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as  a  Director,  Trustee,  Officer,  employee  or agent of another corporation,
partnership,  joint  venture,  trust  or other enterprise, against any liability
assessed  against  such  person  in  any  such  capacity  or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify  such  person  against  such  liability.

08.     "CORPORATION"  DEFINED

For  purposes of this Section, references to the "Corporation" shall include, in
addition  to  the  Corporation,  an  constituent  corporation  (including  any
constituent  of  a  constituent) absorbed in a consolidation or merger which, if
its  separate existence had continued, would have had the power and authority to
indemnify  its  Directors,  Trustees, Officers, employees or agents, so that any
person  who  is  or  was a Director, Trustee, Officer, employee or agent of such
constituent  corporation  or  of  any  entity a majority of the voting Shares of
which  is  owned  by  such  constituent  corporation or is or was serving at the
request  of  such  constituent  corporation  as  a  Director,  Trustee, Officer,
employee or agent of the corporation, partnership, joint venture, trust or other
enterprise,  shall  stand  in  the  same  position  under the provisions of this
Section  with  respect  to the resulting or surviving Corporation as such person
would  have  with  respect  to  such  constituent  corporation  if  its separate
existence  had  continued.

09.     FURTHER  BYLAWS

The  Board of Directors may from time to time adopt further Bylaws with specific
respect to indemnification and may amend these and such Bylaws to provide at all
times  the  fullest  indemnification permitted by the General Corporation Law of
the  State  of  Nevada.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT     DOCUMENT
 NO.

3.1  Articles  of Incorporation of Novagen Solar Inc., incorporated by reference
     from the Company's Registration Statement on Form S-1 filed with the SEC on
     March  10, 2008

3.2  Bylaws  of Novagen Solar Inc., incorporated by reference from the Company's
     Registration  Statement  on  Form  S-1 filed with the SEC on March 10, 2008

99.1 Audited  Annual Financial Statements of Novagen Solar Inc., incorporated by
     reference  from the Company's Amended Annual Report on Form 10-K filed with
     the  SEC  on  May 17, 2010

99.2 Unaudited  Quarterly  Financial  Statements  of  Novagen  Solar  Inc.,
     incorporated  by reference from the Company's Quarterly Financial Report on
     Form  10-Q  filed  with  the  SEC  on  August  9,  2010

99.3 Shares  For  Debt Agreement dated August 4, 2010 between Novagen Solar Inc.
     and  Fahrinsland  Capital  LLC

99.4 Shares  For  Debt Agreement dated August 4, 2010 between Novagen Solar Inc.
     and Thomas Mills

                                   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 hereunto duly authorized.

NOVAGEN SOLAR INC.

/s/ Thomas Mills
Thomas Mills, CEO and Director
Date: August 9, 2010