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) July 10, 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) 456-9521
              (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 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As used in this Current Report on Form 8-K, all references to the "Company,"
"we," "our", "us" and "Novagen" 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, Novagen Solar (Canada) Ltd. and the principal
terms of the Reorganization are set forth below.

                               THE REORGANIZATION

On April 27, 2009, we entered into a Share Purchase Agreement (the
"Reorganization Agreement") with Novagen Solar (Canada) Ltd., a privately held
Canadian corporation ("NSC"). Upon the closing under the Reorganization
Agreement on July 10, 2009, the shareholders of NSC delivered all of their
equity interests in NSC to the Company in exchange for shares of common stock in
the Company, as a result of which NSC became a wholly-owned subsidiary of the
Company (the "Reorganization").  NSC is a sales company engaged in the business
of selling a variety of PV products.  Under the terms of a Sales License
Agreement with Rainbow Solar Inc., a Delaware corporation ("RSi"), NSC has the
exclusive right in Canada and the non-exclusive right elsewhere to sell the RSi
line of PV products.

Prior to the closing of the Reorganization, the Sales License Agreement was
amended to to give NSC exclusive sales rights in Canada and a first right of
negotiation and last right of refusal on manufacturing rights to RSi products in
Canada.  As consideration for the amended Sales License Agreement, Novagen
agreed to issue RSi (or its assignees) 4 million restricted shares of our common
stock, which shares have not yet been issued.

Pursuant to the Reorganization Agreement, at the closing, shareholders of NSC
were entitled to receive one share of the Company's common stock for each issued
and outstanding common share of NSC.  One shareholder of NSC was entitled under
the Reorganization Agreement to receive a non-interest bearing convertible
debenture issued by the Company in an amount equal to $30,000 that is
convertible at the rate of $0.01 per share at the option of the holder upon 61
days notice into a total of 3,000,000 common stocks of the Company (the
"Debenture").  As a result, at the closing, the Company issued the Debenture and
3,000,000 shares of its common stock to the former shareholders of NSC.

Upon completion of the closing under the Reorganization Agreement, the Company
has a total of 15,451,300 common shares issued and outstanding, of which
3,000,000 (19%) are held by persons who were previously shareholders of NSC.  A
further 4,000,000 shares are issuable to RSi (or its assignees), but have not
been issued.  On a fully diluted basis, the Company has 22,451,300 common shares
issued and outstanding.

Other than the Debenture, neither the Company nor NSC had any options or
warrants to purchase shares of capital stock outstanding immediately prior to or
following the Reorganization.

The securities issued by Novagen in connection with the Reorganization were not
registered under the Securities Act.  All shares issued in connection with the
Reorganization were issued in reliance upon the exemption from registration
provided by Regulation S under the Securities Act, which exempts transactions to
certain foreign investors. The Debenture was issued in reliance upon the
exemption from registration provided by Section 4(2) under the Securities Act
for transactions not involving any public offering.  The shares issuable to RSi
will also be issued in reliance upon the exemption from registration provided by
Section 4(2) under the Securities Act for transactions not involving any public
offering. All such securities constitute "restricted securities" as defined in
Rule 144 under the Securities Act of 1933, and may not be offered or sold in the
United States without registration or an applicable exemption from the
registration requirements.  Certificates representing the issued shares contain
a restrictive legend stating the same.

Under the provisions of the Reorganization Agreement, it was a condition to
closing that the Company secure $200,000 in financing.  This provision was
entirely for the benefit of the Company and could be waived at any time.  On
July 9, 2009, we opted to waive the condition and proceed to closing.

The Company has relocated the address of its head office to 3044 Bloor Street W,
Suite 1440, Toronto, Ontario  M8X 2Y8.  Our telephone number is 647.456.9521,
and our facsimile number is 647.439.3785.

                           FORWARD-LOOKING STATEMENTS

Information in this current report 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.

                            DESCRIPTION OF BUSINESS.

OVERVIEW

Photovoltaic (PV) 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.

According to Solarbuzz, world solar PV market installations reached a record
high of 5.95 gigawatts in 2008, representing growth of 110% over the previous
year. Solarbuzz estimates that PV industry revenue was approximately $37.1
billion in 2008, versus $17 billion in 2007.  Solarbuzz projects that the global
PV market will reach 7.4 gigawatts in 2010 in its "Mid-Range" scenario.

We are a development stage company engaged in the marketing, sale and
distribution of a variety of innovative PV products for use in a wide range of
commercial, industrial and residential solar power generation systems.  Our goal
is to enable the next generation of photovoltaics to deliver utility class power
generation with a view to assisting the world to achieve not just grid-parity,
but ultimately, grid-independence.

We are focused on acquiring sales rights to products that are based on what we
believe to be leading edge technologies.  We presently have the exclusive right
within Canada, and the non-exclusive right elsewhere, to sell the RSi line of
photovoltaics, which includes the RSi SuperPV Power Enhancer and the DSO BIPV
Window.  Over the next year of operations, we plan to rapidly expand our sales
locations across North America, generating substantial value for our
stockholders while contributing to energy security, social equity, and
protection of the ecosystem upon which life depends.

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 PV 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 PV 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 ("NSC").  NSC is an authorized sales
representative of Rainbow Solar Inc. ("RSi"), a Delaware corporation engaged in
the marketing, sale and distribution of a portfolio of solar products based on
leading technologies.  NSC is licensed under an agreement dated February 19,
2009, as amended on July 10, 2009 (the "Sales License"), for a period of 10
years to sell and distribute RSi's products anywhere in the world, with the
exclusive right to sell and distribute in Canada.  On May 12, 2009, we changed
our name to Novagen Solar Inc.  The acquisition of NSC closed on July 10, 2009.
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)
206-7062.  Our common stock is quoted on the NASD Over-the-counter Bulletin
Board under the symbol "NOVZ".

Since closing the acquisition of NSC on July 10, 2009, we have abandoned our
mineral exploration interests and focused our business operations exclusively on
marketing, sale and distribution of the RSi line of PV products.

SALES AND DISTRIBUTION LICENSE

By agreement dated February 19, 2009, as amended on July 10, 2009, our
wholly-owned subsidiary, NSC has the exclusive right within Canada and the
non-exclusive right elsewhere to sell and distribute all products licensed by
RSi for a period of 10 years (the "Sales License").  The Sales License grants to
NSC the exclusive right to establish facilities within Canada suitable for the
demonstration of the RSi SuperPV Power Enhancer and such other products as may
be approved by RSi from time to time.

The Sales License further gives NSC a right of first negotiation and right of
last refusal in respect of the granting of any rights to manufacture any of
RSi's products in Canada.

The Sales License obligates NSC to establish by October 1, 2009 a facility in
Canada meeting certain specifications for the display and promotion of RSi's
products.  NSC must maintain the facility for the duration of the term of the
Sales License.

The Sales License may be terminated by RSi without notice or delay on the
happening of certain events ("Termination Events"), which includes the
bankruptcy or insolvency of NSC or Novagen, any default by NSC in the
performance of its obligations under the Sales License, or a change of control
of Novagen.  A change of control will be deemed to occur upon any of the
following:

1.     the approval by Novagen's shareholders of a merger or consolidation of
Novagen with any other corporation, other than a merger or consolidation that
would result in the voting securities of Novagen outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 60% of the
total voting power represented by the voting securities of Novagen or such
surviving entity outstanding immediately after such merger or consolidation;

2.     any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of Novagen representing
40% or more of the total voting power represented by Novagen's then outstanding
voting securities; or

3.     a change in the composition of the board of directors of Novagen, as a
result of which fewer than a majority of the directors are directors who were
either directors of Novagen as of February 19, 2009, or elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
those directors whose election or nomination was not in connection with any
change of control or in connection with an actual or threatened proxy contest
relating to the election of directors of Novagen.

If any dispute between RSi and NSC remains unresolved after a period of 90 days
from the date on which written notice by RSi of such dispute is delivered to
Novagen, then RSi may terminate the Sales License at any time after a period of
six months following delivery to Novagen of written notice thereof by RSi.  If
the License Agreement is terminated by RSi for any reason other than a
Termination Event, then upon termination of the License Agreement RSi will pay
liquidated damages therefor to Novagen calculated as $500,000 plus 20% of the
average annual commission earned by Novagen during each completed year of the
agreement.

PRODUCTS AND SERVICES

We market, sell and distribute a variety of PV products for commercial,
industrial and institutional applications, including the RSi line of PV
products.  As the only sales representative presently licensed to sell RSi's
products in North America, we believe that our unique product offering affords
us an opportunity both to penetrate the PV markets with high quality,
value-added products and also to compete in the commodity solar panel market by
offering our customers an unparalleled per watt cost over the lifetime of their
modules resulting in an accelerated break-even and increased return on
investment.

RSI SUPERPV POWER ENHANCER

Our core product offering, the RSi SuperPV Power Enhancer ("SuperPV"), has only
recently become commercially available for use with all of the dominant solar
cell technologies:  monocrystalline, polycrystalline and amorphous thin-film.
The SuperPV is a low-profile device that, when plugged in to a solar module,
will cause the module to generate more power with less current fluctuation.
When applied to crystalline panels, the SuperPV will also prevent overheating.
We believe that the SuperPV will enable the next generation of PV products to
deliver electricity at prices competitive with conventional energy sources
without relying on government sponsored rebates.  We believe that the SuperPV is
a unique, market leading product that will become the most widely used power
enhancement technology in the PV industry.  We are not aware of any other
commercially available products that are directly competitive with it.

RSI PV MODULES

A PV module is an assembly of PV cells that have been electrically
interconnected and encapsulated via a lamination process into a durable and
weather-proof package. We sell a variety of PV modules including
monocrystalline, polycrystalline, multi-crystalline or amorphous thin-film
technologies.

DSO BIPV WINDOWS

The DSO PV Window is a transparent, enclosed, super-tempered glass window system
with a fully integrated, multi-tier PV and heat insulation technology.  The
window is available in a variety of sizes and tints, with transparency ranging
from 30% to 95%.  Options include fire and bullet proofing, plus smart home
technologies such as, an electronic curtain (frosting the glass with the touch
of a button) and light emission (turning the panel into a light source).

DSO ARCHITECTURAL GLASS

The DSO brand of building integrated architectural glass is designed to meet the
aesthetic, performance and structural requirements of designers and architects.
Sizes, shapes and configurations can be built to match virtually any
specification available today, allowing for a direct substitution for
monolithic, laminated or insulated glass panels. It is often desirable to
achieve translucency in PV skylight applications. While a standard PV cell is an
opaque 125 mm square, our cells can be arranged within clear glass panels to
provide appropriate light levels and shading coefficients. A wide variety of
colors, thickness, patterns, and shapes can be produced.

RSI MOBILE PV

RSi's Mobile PV is a durable, strong, flexible, waterproof and light-weight PV
module based on spherical array concentrated cell technology.

MODULAR POWER STORAGE SYSTEM

We sell a modular power backup system and uninterrupted power supply
specifically designed to enable large-scale solar power installations, such as
solar farms and self-powered buildings, to store up to one megawatt of excess
electrical output.

MANUFACTURING

We do not presently manufacture any of the products that we sell.  The Sales
License gives NSC a right of first negotiation and right of last refusal in
respect of the granting of any rights to manufacture any of RSi's products in
Canada.

We intend to focus our business operations on the development and growth of
sales revenue until October 31, 2009.  Thereafter, we intend to pursue the
development of manufacturing facilities in Canada, with a view to having such
facilities in production by June 1, 2010.  The determination as to which, if
any, of RSi's products we will seek to manufacture will depend on market
response, the availability of raw materials, available capital, and the consent
of RSi.  There can be no assurance that we will have access to sufficient
capital to develop manufacturing operations, or that RSi will consent to such
development.  If we are unable to establish manufacturing operations, we will be
dependent upon RSi for the supply of their products, which could limit our
growth and results of operations.

WARRANTIES

We do not offer any warranty on any of the products we sell and do not maintain
any warranty reserves.  All of our solar products are generally sold with a
standard manufacturer's warranty for technical defects, which vary in duration
according to product and manufacturer.  The warranty is typically provided on a
repair or replace basis.

COMPETITION

The PV market is intensely competitive and rapidly evolving. The number of PV
product manufacturers and distributors has rapidly increased due to the growth
of actual and forecast demand for PV 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 PV 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 PV energy business for a much longer time than we have.  Such
companies may be able to pay more for technology and products than our financial
or human resources permit. Many of our competitors also have greater brand name
recognition, more established distribution networks and larger customer bases.
In addition, many of our competitors have well-established relationships with
our current and potential distributors and have extensive knowledge of our
target markets. As a result, they may be able to devote more resources to the
research, development, promotion and sale of their products or respond more
quickly to evolving industry standards and changes in market conditions than we
can.

Our ability to compete will depend upon our ability to evaluate and acquire
sales rights to PV products that increase power output or reduce costs, and to
consummate transactions in a highly competitive environment.  Our competitors
include numerous wholesalers, OEM distributors, independent manufacturers and
the major PV module manufacturers, such as Sharp Corporation, Suntech Power, BP
Solar, GE Energy, Mitsubishi, and Sanyo; specialized cell manufacturers such as
Q-Cells AG; and as integrated manufacturers of PV products such as Kyocera
Corporation, Renewable Energy Corporation, Solar World AG and Sun Power
Corporation.  We also expect to compete with new entrants to the PV market,
including those that offer more advanced technological solutions or that have
greater financial resources.  Furthermore, the entire PV industry also faces
competition from conventional energy and non-solar renewable energy providers.

We will also face competition from any other sales representatives authorized by
RSi to sell their products.  While we have the exclusive right to sell RSi
products in Canada for the next 10 years, our sales rights are non-exclusive
outside of Canada.  RSi has granted sales rights to other representatives in
Europe, and may grant further rights that will be competitive with our own.
Furthermore, any granting of exclusive sales rights by RSi will eliminate our
ability to sell RSi's products in those territories.  Notwithstanding, our
management believes that our early mover advantage over any of RSi's subsequent
licensors has placed us on an accelerated path towards establishing our position
in a wide range of additional markets, including the United States.

MARKETING

We will market our products through our own sales force, as well as through
sales representatives appointed to solicit orders and identify potential sales
opportunities.  We will sell the RSi products directly to commercial, industrial
and governmental customers, sublicensing sales rights to the residential market.
We also intend to form strategic relationships with key partners, including
OEMs, system integrators and distributors, who deal directly with end-users in
our target markets.  We believe that, depending upon the size of the projects,
we will likely derive a significant portion of our business from a small number
of customers, but we do not presently anticipate that the loss of any such
customer would adversely affect our business or results of operations.

Our initial target customers will include:

*     Panel Manufacturers
*     Solar Farm Operators
*     Architects, Designers and Specifiers
*     Developers, Builders and Construction Companies
*     Commercial and Industrial Building Owners
*     Engineering Firms and Electrical Contractors
*     Property Management Companies
*     Solar Integrators, Distributors and Agents
*     Roofing Companies and Contractors
*     Public Administrators and City Planners
*     Hotel/Resort Owners and Developers
*     Educational Institutions
*     Government Purchasing Officers
*     International Development Agencies

We expect that our customer mix will change as we continue to broaden our
product offering and expand our sales organization.

We intend to establish a global sales presence by setting up sales offices and
engaging sales and service personnel in key markets.  We believe that quickly
increasing our global sales presence will allow us to develop new customer
relationships and generate incremental revenue, while establishing dominance
among our competitors in key markets.  By relying on a centralized sales order
processing and warehousing structure, we will minimize overhead costs while
ensuring regional representation throughout our sales territories.

We plan to establish our first sales locations in Toronto, Vancouver and Los
Angeles, employing at least eight full time sales professionals, before
September 1, 2009.  By June 30, 2010, we intend to expand our sales offices
throughout the United States, Canada and South America, focusing on those
locations where the amount of sunshine, the cost of electricity or the
availability of governmental incentives will be conducive to sales of our
products.  We further intend to develop joint ventures and cooperative
partnerships with RSi's other current sales representatives in Europe.  We may
issue restricted sublicenses to dealers in those regions or territories in which
we will not be establishing a sales office.

The total cost of generating electricity from PV modules remains higher than the
total cost of generating electricity from conventional power sources in most
markets.  The higher cost of electricity from PV modules is a result of the high
materials and manufacturing costs involved in producing PV wafers, cells and
modules. We believe that the RSi SuperPV will play a significant role in
reducing the cost of electricity generated by PV modules.  Our strategy is to
make the SuperPV available to all module manufacturers through comprehensive
licensing that will yield substantial ongoing sales revenue to us, including
sales rights to the resulting SuperPV enabled modules at preferred pricing
levels. We believe that inasmuch as the RSi SuperPV will bring module
manufacturers' products closer to cost parity with conventional power sources,
they will be compelled by competitive market conditions to license the SuperPV
rather than risk losing market share to licensed competitors.

We will promote our PV products through a series of focused marketing channels
that include trade publications, attendance at key industry trade shows, direct
mail campaigns, on-line advertising, and relationship marketing to our expanding
network of sales representatives. The goal of our promotional campaign will be
to establish strong industry and consumer recognition for the RSi SuperPV, and
to emphasize their superior features and benefits.  We will focus our initial
sales efforts on high profile installations with strong promotional value.

The PV industry is fragmented and we believe there are opportunities for
consolidation.  We will seek to make selective acquisitions where we believe
there are technological, cost or customer synergies. We do not have a history of
acquiring or commercializing technologies, and there can be no assurance that we
will be able to make any acquisitions, or that any such acquisitions will be
successful.

DEPENDENCE ON RSI

Our business is based upon the Sales License between NSC and RSi, which is
effective until February 18, 2019.  We do not currently sell any PV products
other than those licensed by RSi.  Any change to our existing relationship with
RSi, including the sale of RSi to a third party or termination or alteration of
the Sales License, could disrupt our business and significantly harm our ability
to earn revenue.  Among other things, we would be forced to find alternative
providers of PV products.  There is no assurance that we would be able to do so
on the same or as favorable terms than we currently have with RSi, or at all;
and the increased costs of alternative arrangements may materially and adversely
affect our business, results of operations and financial condition.

As a result of our reliance upon RSi, our ability to generate revenue may also
be significantly adversely affected by anything that undermines RSi's ability to
license the distribution and sale of competitive PV products, including the
following:

*    failure  by  RSi, its licensors or suppliers to protect their current and
     future intellectual  properties,  proprietary  technologies,  product
     designs, business methods  and  manufacturing  processes;

*    scarcity of raw materials, such as polysilicon and amorphous (thin film)
     silicon, used to manufacture RSi's PV products;

*    interruptions in RSi's ability to procure components for their PV systems,
     whether due to discontinuance by suppliers, delays or failures in delivery,
     shortages caused by inadequate production capacity or unavailability, or
     for other reasons;

*    failure by RSi to keep pace with rapid technological change with new or
     improved products and features;

*    inability by RSi to effectively compete with other solar equipment
     manufacturers on the basis of cost, quality, weight, efficiency and
     performance

*    failure by RSi's products to be commercially viable or gain market
     acceptance; and

*    inability by RSi to develop and maintain successful relationships with key
     partners, including original equipment manufacturers, system integrators
     and distributors.

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 power products.

The sale and installation of our PV products is subject to oversight and
regulation in accordance with national, regional 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 jurisdictions and ensuring that our products comply
with the varying standards.  Any new government regulations or utility policies
pertaining to our PV products could result in significant additional expenses to
us, our customers and our suppliers, which in turn cause a significant reduction
in demand for our PV products.

It is common for relevant governing authorities to require safety certification
for any electrical device before it may be commercially sold within the
applicable jurisdiction.  Certification standards vary with each jurisdiction;
Europe, the United States and Canada each have different standards.  Our
products are electrical devices, and as such, they must be approved for
commercial sale under the applicable law of the particular jurisdiction.  Our
products have been certified by Underwriters Laboratories for commercial sale in
the United States, and by T V Rheinland for sale in Europe.
RSi's products have not been certified under approved standards by a body
accredited by the Standards Council of Canada.  If we are required to obtain
such certification, it could delay or otherwise impair our ability to effect
sales in Canada and materially and adversely affect our business, results of
operations and financial condition.

INCENTIVES

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 PV 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 solar electricity they
generate 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 PV means.

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 PV products could decline or never
develop, and our results of operations and financial condition could be
materially and adversely affected as a result.

RESEARCH AND DEVELOPMENT

We have not undertaken any research or development over the last two fiscal
years.  We may establish cooperative research and development agreements with
certain universities, customers and suppliers with a view to developing new PV
products to which we will have sales rights.  Our participation in any such
arrangement will be limited to financing and administration.  We do not intend
to conduct any of the research or development, nor do we anticipate owning any
of the resulting intellectual property.  We will seek exclusive worldwide rights
to sell any such products where possible, and on a territory-by-territory basis
when necessary.  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 PV
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 commence our sales operations and grow
our business, we expect to add significantly numbers of employees.  We
anticipate that by December 31, 2009, we will have approximately 15 full-time
employees, of which eight will be sales-related, one will be technical, and the
remainder being administrative.  By December 31, 2009, we intend to engage the
services of two new executive officers, being the President and the Chief
Financial Officer.  We may also retain qualified persons from time to time on a
contract basis to perform services for us as needed.  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, 2009.   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.

                                    PROPERTY

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

We plan to lease a 4,500 sq. ft. facility in Los Angeles, California by December
31, 2009 as our corporate headquarters and primary sales showroom in the United
States.  Our management expects to establish additional showrooms of at least
2,000 sq. ft. throughout the United States by December 31, 2009, although the
number and location of such showrooms have not been determined.

We intend to lease sales showrooms of at least 2,000 sq. ft. in Toronto, Ontario
and Vancouver, British Columbia by December 31, 2009, with two further showrooms
being leased by June 30, 2010 in Calgary, Alberta and Montreal, Quebec.  Our
management considers that these Canadian facilities will be adequate to service
our Canadian sales rights for the foreseeable future.


                               LEGAL PROCEEDINGS

Neither Novagen, 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 or its officers or directors. None of our officers or directors
has been convicted of a felony or misdemeanor relating to securities or
performance in corporate office.

                                  RISK FACTORS

ANY  INVESTMENT  IN  OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  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.

(1)     IT IS IMPOSSIBLE TO EVALUATE THE INVESTMENT MERITS OF OUR COMPANY
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.  We were incorporated
on June 22, 2005, and have accumulated a net loss of $58,595 against no revenue.
Thus far, our activities have been primarily limited to organizational matters,
acquiring our operating subsidiary, taking delivery of product samples, raising
capital, and the preparation and filing of this current report.  As a start-up,
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 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 and consumer 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.

(3)     ANY FAILURE OR DELAY IN OBTAINING CERTIFICATION OF THE PV PRODUCTS WE
INTEND TO SELL IN CANADA COULD IMPAIR OUR ABILITY TO EARN REVENUE AND MATERIALLY
AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In order for RSi's PV products to be commercially sold in Canada, the products
must first be certified under approved standards (e.g. UL, CSA) by a body
accredited by the Standards Council of Canada.  RSi have not obtained such
certification, and we have no assurance that they will.  If RSi fails or delays
in obtaining such certification, we may be required to seek such certification
ourselves, which could impair our ability to effect sales and materially and
adversely affect our business, results of operations and financial condition.

(4)     IF PV TECHNOLOGY IS NOT SUITABLE FOR WIDESPREAD ADOPTION, OR SUFFICIENT
DEMAND FOR PV 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 PV products is emerging and rapidly evolving, and its future
success is uncertain. If PV technology proves unsuitable for widespread
commercial deployment or if demand for PV products fails to develop
sufficiently, we would be unable to generate enough revenue to achieve and
sustain profitability. In addition, demand for PV 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 PV technology and demand for PV 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 PV 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 PV products; and

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

(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.

The solar power market is intensely competitive and rapidly evolving. Our
competitors have established market positions more prominent than ours, and if
we fail to attract and retain customers and establish a successful distribution
network for our solar products, we may be unable to achieve sales and market
share. There are a number of major multi-national corporations that produce
solar power products, including Suntech Power, BP Solar, Kyocera, Sharp, GE,
Mitsubishi, Solar World AG and Sanyo. We also expect that future competition
will include new entrants to the solar power market offering new technological
solutions. Further, many of our competitors are developing and are currently
producing products based on PV technologies that may have costs similar to, or
lower than, our projected costs.

Most of our competitors are substantially larger than we are, have longer
operating histories and have substantially greater financial, technical,
manufacturing and other resources than we do. Our competitors' greater sizes in
some cases provides them with competitive advantages with respect to
manufacturing costs due to their ability to allocate fixed costs across a
greater volume of production and purchase raw materials at lower prices. Many
also have far greater name recognition, an established distribution network and
an installed base of customers. In addition, many of our competitors have
well-established relationships with current and potential resellers, which have
extensive knowledge of our target markets. As a result, our competitors will be
able to devote greater resources to the research, development, promotion and
sale of their products and may be able to respond more quickly to evolving
industry standards and changing customer requirements than we can.

(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.

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

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 PV products
could decline or never develop, and our results of operations and financial
condition could be materially and adversely affected as a result.

(8)     ANY CHANGE IN OUR RELATIONSHIP WITH RSI COULD SIGNIFICANTLY HARM OUR
BUSINESS AND PREVENT US FROM EARNING REVENUE.

Our business is based upon a Sales License Agreement between RSi and our wholly
owned subsidiary, which is effective until February 18, 2019.  Currently, we do
not sell any PV products other than those supplied by RSi, and there can be no
assurance that we will ever sell other products.  Any change to our existing
relationship with RSi, including the sale of RSi to a third party or termination
or alteration of the Sales License, could disrupt our business and significantly
harm our ability to earn revenue.  Among other things, we would be forced to
find alternative suppliers of PV products.  There is no assurance that we would
be able to do so on the same or as favorable terms than we currently have with
RSi, or at all; and the increased costs of alternative arrangements might
materially and adversely affect our business, results of operations and
financial condition.

As a result of our reliance upon RSi, our ability to generate revenue may also
be significantly adversely affected by anything that undermines RSi's ability to
license the distribution and sale of competitive PV products, including the
following:

*     failure by RSi, its licensors or suppliers to protect their current and
      future intellectual properties, proprietary technologies, product designs,
      business methods and manufacturing processes;

*     scarcity of raw materials, such as polysilicon and amorphous (thin film)
      silicon, used to manufacture RSi's PV products;

*     interruptions in RSi's ability to procure components for their PV systems,
      whether due to discontinuance by suppliers, delays or failures in
      delivery, shortages caused by inadequate production capacity or
      unavailability, or for other reasons;

*     failure by RSi to keep pace with rapid technological change with new or
      improved products and features;

*     inability by RSi to effectively compete with other solar equipment
      manufacturers on the basis of cost, quality, weight, efficiency and
      performance

*     failure by RSi's products to be commercially viable or gain market
      acceptance; and

*     inability by RSi to develop and maintain successful relationships with key
      partners, including original equipment manufacturers, system integrators
      and distributors.

(9)     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.

(10)     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 may be
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 may 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 may 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, 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.

(11)     SUBSTANTIAL FUTURE SALES OR PERCEIVED SALES OF OUR COMMON SHARES IN THE
PUBLIC MARKET COULD CAUSE THE PRICE OF OUR COMMON SHARES TO DECLINE.

Sales of our common shares in the public market, or the perception that these
sales could occur, could cause the market price of our common shares to decline.
As of July 10, 2009, we had 15,451,300 shares of common stock issued and
outstanding; and we had non-interest bearing convertible securities outstanding,
that are convertible into 3,000,000 shares of common stock.  Furthermore, under
the terms of the Sales License Agreement we must issue a further 4,000,000
shares of our common stock to RSi.  The number of common shares outstanding and
available for sale will increase if the holders of our convertible securities
exercise their conversion rights, subject to volume, holding period and other
restrictions as may be applicable under Rule 144 and Rule 701 promulgated under
the Securities Act of 1933, as amended.  To the extent the shares issuable upon
conversion of the notes are sold into the market, or there is a perception that
such sales could occur, the market price of our common shares could decline.

(12)     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 have not paid any cash dividends on our common stock since our inception and
we do not anticipate paying cash dividends in the foreseeable future.  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.

(13)     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 sole executive officer has no experience with photovoltaics.  This
inexperience presents a higher risk that we will be unable to complete our
business plan for the sale of our PV products.  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.

(14)     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.

Our Chief Executive Officer owns 58% of our outstanding voting stock.
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.

(15)     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.

(16)     APPLICABLE SEC 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 RESULTS OF
                                   OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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
CURRENT REPORT.  SEE "RISK FACTORS" AND "DESCRIPTION OF BUSINESS".

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 Phase I of a mineral exploration program
proposed by Jacques Whitford, which 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 Phase I as planned in 2008.
By the second quarter of 2009, we had insufficient capital to complete Phase I.
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 NSC to acquire all the issued and outstanding shares of NSC.
NSC is 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.  Accordingly, our accumulated operating
losses of $58,595 to March 31, 2009 reflect our past activities that have been
either discontinued or abandoned.  In addition, the results of operations
discussed herein reflect our previous operations and not the financial results
of our new business model.

                             RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR ENDED DECEMBER 31,
2007

OPERATING EXPENSES FROM CONTINUED OPERATIONS

Operating expenses consisted of consulting fees, professional fees, interest
expenses and other general corporate expenses. Operating expenses were $29,599
for the year ended December 31, 2008, compared with a net recovery of $372 in
operating expenses for the year ended December 31, 2007.  The increase was a
result of costs associated with our initial public offering, and consulting fees
associated with the exploration of our mineral properties.

Professional fees were $24,312 for the year ended December 31, 2008, compared
with no such fees for the year ended December 31, 2007.  Professional fees
incurred in fiscal year 2008 consisted of legal and accounting fees associated
with our initial public offering, and the costs associated with our audited
financial statements and periodic reporting obligations.

Consulting fees were $1,412 for the year ended December 31, 2008, compared with
no such fees for the year ended December 31, 2007.  Consulting fees incurred in
fiscal 2008 were due to the review of our disclosure in our offering prospectus
and engaging a geologist to assist us with the exploration of our mineral
properties.

Interest expenses for the fiscal year ended December 31, 2008 were $1,811
compared with no such expense in fiscal 2007.  Interest expenses were entirely
due to a promissory note issued January 23, 2008 for $15,000 that bore interest
at 20% per annum, which was repaid in full on August 26, 2008.

General office expenses were $2,064 for the year ended December 31, 2008,
compared with a net recovery of $372 in operating expenses for the year ended
December 31, 2007.  The difference was primarily due to transfer agent fees
associated with our initial public offering in fiscal 2008, and a net foreign
exchange gain realized in fiscal 2007.

NET LOSS FOR THE PERIOD

We recorded a net loss of $29,599 for the year ended December 31, 2008, compared
with a net gain of $372 for the year ended December 31, 2007.

FOR THE THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2008

OPERATING EXPENSES

Operating expenses consisting of professional fees and other general corporate
expenses rose considerably between the periods due to our initial public
offering.

Operating expenses were $17,015 for the three months ended March 31, 2009,
compared with $15,383 for the three months ended March 31, 2008. The increase
was attributable to an increase in professional fees associated with our audited
financial statements and periodic reporting obligations.

NET LOSS FOR THE PERIOD

We recorded a net loss of $17,015 for the three months ended March 31, 2009,
compared with a net loss of $15,383 for the three months ended March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

Our cash on hand was $32,620 as at March 31, 2009 compared to $11,153 at March
31, 2008. Our working capital improved to $13,851 as at March 31, 2009, compared
to a working capital deficit of $12,117 as at March 31, 2008.

Our improved cash position and working capital was achieved though receipt of
gross proceeds of $60,000 from the issuance of common stock through our initial
public offering. This compares with no such proceeds during the three months
ended March 31, 2008.

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 we will require
financing of $2,000,000 in order to complete our stated plan of operations for
the next twelve months, not including manufacturing.  If we engage in
manufacturing, our financing requirements will increase to approximately $10
million to $150 million per plant, depending on the product to be manufactured.
There can be no assurance, however, that such financing will be available or, if
it is available, that we will be able to structure such financing on terms
acceptable to us or that it will be sufficient to fund our cash requirements
until we can reach a level of profitable operations and positive cash flows.  If
we are unable to obtain the financing necessary to support our operations, we
may be unable to continue as a going concern. We currently have no firm
commitments for any additional capital.

On July 10, 2009 we issued a non-interest bearing convertible debenture for
$30,000 to a former shareholder of NSC in exchange for all of its shares of NSC.
The convertible debenture is due on demand and may be converted by the holder at
the rate of $0.01 per share upon delivering 61 days advance written notice
thereof to the Company.  The conversion price of the convertible debenture may
be adjusted in certain circumstances such as if we pay a stock dividend,
subdivide or combine outstanding shares of common stock into a greater or lesser
number of shares, or take such other actions as would otherwise result in
dilution of the selling stockholder's position.

If we are unable to generate sufficient revenue in time to implement our
business plan on schedule, we will require additional financing in order to meet
our objectives.  There is no assurance that we will be able to obtain such
financing on acceptable terms, or at all.  Financing may include the issuance of
equity or debt securities, obtaining credit facilities, or other financing
mechanisms.  However, the trading price of our common stock and the downturn in
the U.S. stock and debt markets could make it more difficult to obtain financing
through the issuance of equity or debt securities. Even if we are able to raise
the funds required, it is possible that we could incur unexpected costs and
expenses, fail to collect significant amounts owed to us, or experience
unexpected cash requirements that would force us to seek alternative financing.
Further, if we issue additional equity or debt securities, stockholders may
experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of existing holders of our common
stock. If additional financing is not available or is not available on
acceptable terms, we may curtail operations.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 10, 2009 by (i) each person known by us
to be a beneficial owner of more than five% (5%) of our issued and outstanding
common stock; (ii) each of our Directors and executive officers; and (iii) all
our directors and executive officers as a group.

---------------------------------------------------------------------------
Name                                            Number of Shares          %
---------------------------------------------------------------------------

Fidel Thomas                                                   -          -

Alfonso Quijada                                        1,000,000          6

Thomas Mills                                           9,000,000         58
---------------------------------------------------------------------------

Directors and officers as a group (three persons)     10,000,000         64
===========================================================================

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.

The address for all our directors, executive officers and beneficial owners of
more than five% of our issued and outstanding shares is 3044 Bloor Street West,
Suite 1440, Toronto, Ontario M8X 2Y8.

                        DIRECTORS AND EXECUTIVE OFFICERS

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             POSITION                               AGE     DIRECTOR/OFFICER
--------------------------------------------------------------------------------

Thomas Mills     Chief Executive Officer,                41     2009 to present
                 President, Chief Financial Officer
                 Secretary and a director

Alfonso Quijada  director                                38     2006 to present
===============================================================================

Thomas Mills is the founder and sole officer and director of Novagen Solar
(Canada) Ltd., which we acquired as our wholly-owned subsidiary on 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 its 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
from its inception 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.

Fidel Thomas has been an independent corporate communications and business
development consultant since 2003.  His clients include numerous private and
publicly held corporations, including Minco Gold Corp., Minco Silver Corp.,
Trivello Energy Corp., SMS Active Technologies and Visiphor Corp.  Originally,
an actor, screen-writer and director, Mr. Thomas was active in the Canadian
entertainment industry from 1997 to 2002, through his production company, Inner
Vision Images Motion Picture Corp., and later, as an officer and director of AMP
Productions, Ltd. from 2003 to 2007. He is also currently Chief Executive
Officer and a director of Castmor Resources Ltd, an exploration company having
mineral interests in Labrador, Canada.  Mr. Thomas received a Bachelor of
Sociology from the University of East London in September, 1994.  He earned a
Diploma in Media Practice from the University of Central London in 1998.  In
2007, he successfully completed a mining professional development course at the
Norman B. Keevil Institute of Mining Engineering at the University of British
Columbia.

Alfonso Quijada has raised millions of dollars for private and public companies,
including $1.8 million for Rhino Films and $2.5 million for an oil refinery in
Bulgaria.  From 1994 through to 1998 he was the founder and president of New
World Artist Productions Inc., an international production company, focused
primarily on live-productions and music development in Japan.  He was the VP of
Investor Relations for Tri-Gate Entertainment Inc. from 2000 to 2003.  From 2002
to 2003, Mr. Quijada also headed up investor relations for TNR Gold Corp.  Since
2003, he has served as an independent consultant, advising companies on
corporate development and finance.  He is also currently Chief Operating Officer
and a director of Castmor Resources, Ltd., an exploration company having mineral
interests in Labrador, Canada.

The address for all our officers and directors is 3044 Bloor Street West, Suite
1440, Toronto, Ontario M8X 2Y8.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

(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,
2008 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 current report.

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 committee 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.

                             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.  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.

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, 2009.  Such agreements may include
pension, health, annuity, insurance or similar benefit plans; and stock options,
profit sharing plans and other incentive-based compensation.

  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED
                              STOCKHOLDER MATTERS

NO ESTABLISHED PUBLIC MARKET FOR COMMON STOCK

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.  As of July 10, 2009, the closing price of our common
stock on the OTC Bulletin Board was $0.20 per share.  Our transfer agent and
registrar is Holladay Stock Transfer, Inc., located at 2939 North 67th Place,
Scottsdale, Arizona  85251.

For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. The following quotations obtained from Yahoo!
Finance reflect the high and low bids for our shares of common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

                       ----------------------------------
                        QUARTER ENDED      HIGH       LOW
                       ----------------------------------
                       March 31, 2009     $0.00     $0.00
                       ----------------------------------
                        June 30, 2009     $0.25     $0.01
                       ----------------------------------

HOLDERS

On July 10, 2009, the shareholders' list of our shares of common stock showed 59
registered holders of our shares of common stock and 15,451,300 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.

Under the terms of the Sales License Agreement, we must issue 4,000,000 shares
of our common stock to RSi (or its assigns).  These shares have not yet been
issued.  Upon issuance, there will be 19,451,300 shares of our common stock
outstanding.

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.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

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 a former shareholder of NSC.
Upon 61 days written notice to the Company, the holder of the debenture may
convert the principal amount owing into 3,000,000 common shares of our capital
stock at the rate of $0.01 per share.  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.

PENNY STOCK REGULATION

Our shares must comply with the Penny Stock Reform Act of 1990, which may
potentially decrease our shareholders' ability to easily transfer their shares.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated. Penny stocks generally are equity securities with a price of less
than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that must comply with the
penny stock rules.  Since our shares must comply with such penny stock rules,
our shareholders will in all likelihood find it more difficult to sell their
securities.

                     DESCRIPTION OF REGISTRANT'S SECURITIES

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $0.0001 per share and 50,000,000 shares of preferred stock at a par
value of $0.0001 per share.

COMMON STOCK

As of the date of this current report,, there were 15,451,300 shares of our
common stock issued and outstanding that are held by 59 stockholders of record.
Under the terms of the Sales License Agreement, we must issue 4,000,000 shares
of our common stock to RSi (or its assigns).  These shares have not yet been
issued.  Upon issuance, there will be 19,451,300 shares of our common stock
outstanding.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote.  Holders of common stock do not have
cumulative voting rights.  Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors.  At all meetings of shareholders, except where otherwise provided by
statute or by the Articles of Incorporation, or by these Bylaws, the presence,
in person or by proxy duly authorized, of the holder or holders of not less than
twenty% (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.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

We have authorized 50,000,000 shares of preferred stock at a par value of
$0.0001 per share.  We have no shares of preferred stock outstanding as of the
date of this registration statement.

NEVADA ANTI-REORGANIZATION LAWS

We will become subject to Sections 78.411 and 78.444 of the Nevada General
Corporation Law (the "NGCL") if we ever have 200 or more stockholders of record.
Such statutes would prevent us from engaging in any "business combination" (as
such term is defined in Section 78.416 of the NGCL, described in "Description of
Capital Stock" herein) with any interested stockholder for a period of three
years following the date that the stockholder became an interested stockholder
unless:

(1)     prior to that date, our board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder;

(2)     upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding those shares owned by persons who are directors
and also officers, and by employee stock plans in which shares held subject to
the plan will be tendered in a tender or exchange offer; or

(3)     on or subject to that date, the business combination is approved by our
board of directors and is authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
two-thirds of the outstanding voting stock not owned by the interested
stockholder.

                   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 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

On June 30, 2009, we issued 3,000,000 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 under the Securities Act of
1933 in reliance on an exemption from registration provided by Regulation S of
the Securities Act.  No general solicitation was made in connection with the
offer or sale of these securities.

On June 30, 2009, we issued a non-interest bearing convertible debenture for
$30,000 to a former shareholder of NSC in exchange for all of its chares of NSC
in connection with our acquisition of all the issued and outstanding shares of
NSC.  The convertible debenture is due on demand and may be converted by the
holder at the rate of $0.01 per share upon delivering 61 days advance written
notice thereof to the Company.  The convertible debenture was issued without
registration under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) under the Securities Act for transactions
not involving any public offering.

On June 30, 2009, as part of our acquisition of NSC, we issued to RSi an
irrevocable right and option during the Term to purchase from Novagen a number
of our common shares calculated as the quotient obtained by multiplying the
number of fully diluted common shares of Novagen on the date of exercise by 0.2
and dividing the product by 0.3 (the "Option").  The exercise price of the
Option shall be the volume weighted average price of the Common Shares as quoted
by Bloomberg, LP on the NASD Over-the-Counter Bulletin Board or other principal
market on which our common stock is traded for the 30 day period immediately
preceding the date of exercise.  The Option shall be exercised by giving Novagen
not less than 61 days advance written notice thereof, and will expire after any
exercise thereof or upon termination of the sales license agreement between RSi
and our wholly owned subsidiary, NSC.

ITEM 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

A.     RESIGNATION OF FIDEL THOMAS AS CHIEF EXECUTIVE OFFICER, PRESIDENT,
SECRETARY AND TREASURER

On July 10, 2009, Mr. Fidel Thomas resigned as the Chief Executive Officer,
President, Secretary and Treasurer of the Registrant.  He remains as a director
of the Registrant.  Mr. Thomas advised the Registrant that he was resigning from
his position as an officer of the Registrant for personal reasons and not
because of any disagreement with the Registrant.  The Board of Directors
accepted Mr. Thomas's resignation from each of the aforementioned positions
effective as of July 1, 2009.

B.     APPOINTMENT OF THOMAS E. MILLS AS CHIEF EXECUTIVE OFFICER AND AS INTERIM
PRESIDENT, SECRETARY AND TREASURER

On July 10, 2009, the Board of Directors appointed Mr. Thomas E. Mills, 41, as
the Chief Executive Officer, President, Secretary and Treasurer of the
Registrant, effective as of July 11, 2009.  Mr. Mills will hold the office of
Chief Executive Officer until he resigns or his appointment is terminated by the
Board of Directors.  Mr. Mills will serve as the Registrant's interim President,
Secretary and Treasurer until permanent successors for these positions are
engaged.  He will also continue to serve as the sole officer and director of
Novagen Solar (Canada) Ltd. until we are able to engage an appropriate
successor.

Thomas Mills is the founder and sole officer and director of Novagen Solar
(Canada) Ltd., which we acquired as our sole, wholly-owned subsidiary on 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.

On April 27, 2009, we agreed to issue 1,000,000 of our common shares at $0.01
per share to Thomas Mills as compensation for all his interest in Novagen Solar
(Canada) Ltd., as part of our acquisition of NSC.  On the date of the agreement,
the closing price of our common stock on the OTCBB was $0.01.  The acquisition
of NSC closed on July 10, 2009, and we issued Mr. Mills his shares on July 13,
2009.

ITEM 5.06     CHANGE IN SHELL COMPANY STATUS

As a result of the consummation of the Reorganization described in Item 2.01 of
this Current Report on Form 8-K, management of the Company believes that it is
no longer a "shell corporation," as that term is defined in Rule 405 of the
Securities Act and Rule 12b-2 of the Exchange Act.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.     DOCUMENT

 2.1            Share Purchase Agreement, dated April 27, 2009, by and among
                Pickford Minerals Inc., Novagen Solar (Canada) Inc. and the
                shareholders of Novagen Solar (Canada) Inc.

 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

14.1            Code of Ethics, incorporated by reference from the Company's
                Annual Financial Statements on Form 10-K filed with the SEC on
                March 30, 2009

21.1            List of subsidiaries

23.1            Consent of Accountant

99.1            Audited Annual Financial Statements of Novagen Solar Inc.
                (formerly Pickford Minerals, Inc.), incorporated by reference
                from the Company's Annual Report on Form 10-K filed with the SEC
                on March 30, 2009

99.2            Unaudited Quarterly Financial Statements of Novagen Solar Inc.
                (formerly Pickford Minerals, Inc.), incorporated by reference
                from the Company's Quarterly Financial Report on Form 10-Q filed
                with the SEC on May 15, 2009

99.3            Audited Financial Statements of Novagen Solar (Canada) Ltd. as
                of March 31, 2009

99.4            Unaudited Consolidated Pro Forma Financial Statements of Novagen
                Solar Inc. for the period ended March 31, 2009

99.5            Convertible debenture dated April 27, 2009 issued by Pickford
                Minerals Inc. to Fahrinsland Capital LLC

99.6            Agreement dated July 10, 2009, among Rainbow Solar Inc. and
                Novagen Solar (Canada) Ltd. and Novagen Solar Inc.

                                   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, President & CEO
Date: July 14, 2009
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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) July 10, 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) 456-9521
              (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 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As used in this Current Report on Form 8-K, all references to the "Company,"
"we," "our", "us" and "Novagen" 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, Novagen Solar (Canada) Ltd. and the principal
terms of the Reorganization are set forth below.

                               THE REORGANIZATION

On April 27, 2009, we entered into a Share Purchase Agreement (the
"Reorganization Agreement") with Novagen Solar (Canada) Ltd., a privately held
Canadian corporation ("NSC"). Upon the closing under the Reorganization
Agreement on July 10, 2009, the shareholders of NSC delivered all of their
equity interests in NSC to the Company in exchange for shares of common stock in
the Company, as a result of which NSC became a wholly-owned subsidiary of the
Company (the "Reorganization").  NSC is a sales company engaged in the business
of selling a variety of PV products.  Under the terms of a Sales License
Agreement with Rainbow Solar Inc., a Delaware corporation ("RSi"), NSC has the
exclusive right in Canada and the non-exclusive right elsewhere to sell the RSi
line of PV products.

Prior to the closing of the Reorganization, the Sales License Agreement was
amended to to give NSC exclusive sales rights in Canada and a first right of
negotiation and last right of refusal on manufacturing rights to RSi products in
Canada.  As consideration for the amended Sales License Agreement, Novagen
agreed to issue RSi (or its assignees) 4 million restricted shares of our common
stock, which shares have not yet been issued.

Pursuant to the Reorganization Agreement, at the closing, shareholders of NSC
were entitled to receive one share of the Company's common stock for each issued
and outstanding common share of NSC.  One shareholder of NSC was entitled under
the Reorganization Agreement to receive a non-interest bearing convertible
debenture issued by the Company in an amount equal to $30,000 that is
convertible at the rate of $0.01 per share at the option of the holder upon 61
days notice into a total of 3,000,000 common stocks of the Company (the
"Debenture").  As a result, at the closing, the Company issued the Debenture and
3,000,000 shares of its common stock to the former shareholders of NSC.

Upon completion of the closing under the Reorganization Agreement, the Company
has a total of 15,451,300 common shares issued and outstanding, of which
3,000,000 (19%) are held by persons who were previously shareholders of NSC.  A
further 4,000,000 shares are issuable to RSi (or its assignees), but have not
been issued.  On a fully diluted basis, the Company has 22,451,300 common shares
issued and outstanding.

Other than the Debenture, neither the Company nor NSC had any options or
warrants to purchase shares of capital stock outstanding immediately prior to or
following the Reorganization.

The securities issued by Novagen in connection with the Reorganization were not
registered under the Securities Act.  All shares issued in connection with the
Reorganization were issued in reliance upon the exemption from registration
provided by Regulation S under the Securities Act, which exempts transactions to
certain foreign investors. The Debenture was issued in reliance upon the
exemption from registration provided by Section 4(2) under the Securities Act
for transactions not involving any public offering.  The shares issuable to RSi
will also be issued in reliance upon the exemption from registration provided by
Section 4(2) under the Securities Act for transactions not involving any public
offering. All such securities constitute "restricted securities" as defined in
Rule 144 under the Securities Act of 1933, and may not be offered or sold in the
United States without registration or an applicable exemption from the
registration requirements.  Certificates representing the issued shares contain
a restrictive legend stating the same.

Under the provisions of the Reorganization Agreement, it was a condition to
closing that the Company secure $200,000 in financing.  This provision was
entirely for the benefit of the Company and could be waived at any time.  On
July 9, 2009, we opted to waive the condition and proceed to closing.

The Company has relocated the address of its head office to 3044 Bloor Street W,
Suite 1440, Toronto, Ontario  M8X 2Y8.  Our telephone number is 647.456.9521,
and our facsimile number is 647.439.3785.

                           FORWARD-LOOKING STATEMENTS

Information in this current report 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.

                            DESCRIPTION OF BUSINESS.

OVERVIEW

Photovoltaic (PV) 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.

According to Solarbuzz, world solar PV market installations reached a record
high of 5.95 gigawatts in 2008, representing growth of 110% over the previous
year. Solarbuzz estimates that PV industry revenue was approximately $37.1
billion in 2008, versus $17 billion in 2007.  Solarbuzz projects that the global
PV market will reach 7.4 gigawatts in 2010 in its "Mid-Range" scenario.

We are a development stage company engaged in the marketing, sale and
distribution of a variety of innovative PV products for use in a wide range of
commercial, industrial and residential solar power generation systems.  Our goal
is to enable the next generation of photovoltaics to deliver utility class power
generation with a view to assisting the world to achieve not just grid-parity,
but ultimately, grid-independence.

We are focused on acquiring sales rights to products that are based on what we
believe to be leading edge technologies.  We presently have the exclusive right
within Canada, and the non-exclusive right elsewhere, to sell the RSi line of
photovoltaics, which includes the RSi SuperPV Power Enhancer and the DSO BIPV
Window.  Over the next year of operations, we plan to rapidly expand our sales
locations across North America, generating substantial value for our
stockholders while contributing to energy security, social equity, and
protection of the ecosystem upon which life depends.

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 PV 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 PV 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 ("NSC").  NSC is an authorized sales
representative of Rainbow Solar Inc. ("RSi"), a Delaware corporation engaged in
the marketing, sale and distribution of a portfolio of solar products based on
leading technologies.  NSC is licensed under an agreement dated February 19,
2009, as amended on July 10, 2009 (the "Sales License"), for a period of 10
years to sell and distribute RSi's products anywhere in the world, with the
exclusive right to sell and distribute in Canada.  On May 12, 2009, we changed
our name to Novagen Solar Inc.  The acquisition of NSC closed on July 10, 2009.
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)
206-7062.  Our common stock is quoted on the NASD Over-the-counter Bulletin
Board under the symbol "NOVZ".

Since closing the acquisition of NSC on July 10, 2009, we have abandoned our
mineral exploration interests and focused our business operations exclusively on
marketing, sale and distribution of the RSi line of PV products.

SALES AND DISTRIBUTION LICENSE

By agreement dated February 19, 2009, as amended on July 10, 2009, our
wholly-owned subsidiary, NSC has the exclusive right within Canada and the
non-exclusive right elsewhere to sell and distribute all products licensed by
RSi for a period of 10 years (the "Sales License").  The Sales License grants to
NSC the exclusive right to establish facilities within Canada suitable for the
demonstration of the RSi SuperPV Power Enhancer and such other products as may
be approved by RSi from time to time.

The Sales License further gives NSC a right of first negotiation and right of
last refusal in respect of the granting of any rights to manufacture any of
RSi's products in Canada.

The Sales License obligates NSC to establish by October 1, 2009 a facility in
Canada meeting certain specifications for the display and promotion of RSi's
products.  NSC must maintain the facility for the duration of the term of the
Sales License.

The Sales License may be terminated by RSi without notice or delay on the
happening of certain events ("Termination Events"), which includes the
bankruptcy or insolvency of NSC or Novagen, any default by NSC in the
performance of its obligations under the Sales License, or a change of control
of Novagen.  A change of control will be deemed to occur upon any of the
following:

1.     the approval by Novagen's shareholders of a merger or consolidation of
Novagen with any other corporation, other than a merger or consolidation that
would result in the voting securities of Novagen outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 60% of the
total voting power represented by the voting securities of Novagen or such
surviving entity outstanding immediately after such merger or consolidation;

2.     any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of Novagen representing
40% or more of the total voting power represented by Novagen's then outstanding
voting securities; or

3.     a change in the composition of the board of directors of Novagen, as a
result of which fewer than a majority of the directors are directors who were
either directors of Novagen as of February 19, 2009, or elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
those directors whose election or nomination was not in connection with any
change of control or in connection with an actual or threatened proxy contest
relating to the election of directors of Novagen.

If any dispute between RSi and NSC remains unresolved after a period of 90 days
from the date on which written notice by RSi of such dispute is delivered to
Novagen, then RSi may terminate the Sales License at any time after a period of
six months following delivery to Novagen of written notice thereof by RSi.  If
the License Agreement is terminated by RSi for any reason other than a
Termination Event, then upon termination of the License Agreement RSi will pay
liquidated damages therefor to Novagen calculated as $500,000 plus 20% of the
average annual commission earned by Novagen during each completed year of the
agreement.

PRODUCTS AND SERVICES

We market, sell and distribute a variety of PV products for commercial,
industrial and institutional applications, including the RSi line of PV
products.  As the only sales representative presently licensed to sell RSi's
products in North America, we believe that our unique product offering affords
us an opportunity both to penetrate the PV markets with high quality,
value-added products and also to compete in the commodity solar panel market by
offering our customers an unparalleled per watt cost over the lifetime of their
modules resulting in an accelerated break-even and increased return on
investment.

RSI SUPERPV POWER ENHANCER

Our core product offering, the RSi SuperPV Power Enhancer ("SuperPV"), has only
recently become commercially available for use with all of the dominant solar
cell technologies:  monocrystalline, polycrystalline and amorphous thin-film.
The SuperPV is a low-profile device that, when plugged in to a solar module,
will cause the module to generate more power with less current fluctuation.
When applied to crystalline panels, the SuperPV will also prevent overheating.
We believe that the SuperPV will enable the next generation of PV products to
deliver electricity at prices competitive with conventional energy sources
without relying on government sponsored rebates.  We believe that the SuperPV is
a unique, market leading product that will become the most widely used power
enhancement technology in the PV industry.  We are not aware of any other
commercially available products that are directly competitive with it.

RSI PV MODULES

A PV module is an assembly of PV cells that have been electrically
interconnected and encapsulated via a lamination process into a durable and
weather-proof package. We sell a variety of PV modules including
monocrystalline, polycrystalline, multi-crystalline or amorphous thin-film
technologies.

DSO BIPV WINDOWS

The DSO PV Window is a transparent, enclosed, super-tempered glass window system
with a fully integrated, multi-tier PV and heat insulation technology.  The
window is available in a variety of sizes and tints, with transparency ranging
from 30% to 95%.  Options include fire and bullet proofing, plus smart home
technologies such as, an electronic curtain (frosting the glass with the touch
of a button) and light emission (turning the panel into a light source).

DSO ARCHITECTURAL GLASS

The DSO brand of building integrated architectural glass is designed to meet the
aesthetic, performance and structural requirements of designers and architects.
Sizes, shapes and configurations can be built to match virtually any
specification available today, allowing for a direct substitution for
monolithic, laminated or insulated glass panels. It is often desirable to
achieve translucency in PV skylight applications. While a standard PV cell is an
opaque 125 mm square, our cells can be arranged within clear glass panels to
provide appropriate light levels and shading coefficients. A wide variety of
colors, thickness, patterns, and shapes can be produced.

RSI MOBILE PV

RSi's Mobile PV is a durable, strong, flexible, waterproof and light-weight PV
module based on spherical array concentrated cell technology.

MODULAR POWER STORAGE SYSTEM

We sell a modular power backup system and uninterrupted power supply
specifically designed to enable large-scale solar power installations, such as
solar farms and self-powered buildings, to store up to one megawatt of excess
electrical output.

MANUFACTURING

We do not presently manufacture any of the products that we sell.  The Sales
License gives NSC a right of first negotiation and right of last refusal in
respect of the granting of any rights to manufacture any of RSi's products in
Canada.

We intend to focus our business operations on the development and growth of
sales revenue until October 31, 2009.  Thereafter, we intend to pursue the
development of manufacturing facilities in Canada, with a view to having such
facilities in production by June 1, 2010.  The determination as to which, if
any, of RSi's products we will seek to manufacture will depend on market
response, the availability of raw materials, available capital, and the consent
of RSi.  There can be no assurance that we will have access to sufficient
capital to develop manufacturing operations, or that RSi will consent to such
development.  If we are unable to establish manufacturing operations, we will be
dependent upon RSi for the supply of their products, which could limit our
growth and results of operations.

WARRANTIES

We do not offer any warranty on any of the products we sell and do not maintain
any warranty reserves.  All of our solar products are generally sold with a
standard manufacturer's warranty for technical defects, which vary in duration
according to product and manufacturer.  The warranty is typically provided on a
repair or replace basis.

COMPETITION

The PV market is intensely competitive and rapidly evolving. The number of PV
product manufacturers and distributors has rapidly increased due to the growth
of actual and forecast demand for PV 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 PV 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 PV energy business for a much longer time than we have.  Such
companies may be able to pay more for technology and products than our financial
or human resources permit. Many of our competitors also have greater brand name
recognition, more established distribution networks and larger customer bases.
In addition, many of our competitors have well-established relationships with
our current and potential distributors and have extensive knowledge of our
target markets. As a result, they may be able to devote more resources to the
research, development, promotion and sale of their products or respond more
quickly to evolving industry standards and changes in market conditions than we
can.

Our ability to compete will depend upon our ability to evaluate and acquire
sales rights to PV products that increase power output or reduce costs, and to
consummate transactions in a highly competitive environment.  Our competitors
include numerous wholesalers, OEM distributors, independent manufacturers and
the major PV module manufacturers, such as Sharp Corporation, Suntech Power, BP
Solar, GE Energy, Mitsubishi, and Sanyo; specialized cell manufacturers such as
Q-Cells AG; and as integrated manufacturers of PV products such as Kyocera
Corporation, Renewable Energy Corporation, Solar World AG and Sun Power
Corporation.  We also expect to compete with new entrants to the PV market,
including those that offer more advanced technological solutions or that have
greater financial resources.  Furthermore, the entire PV industry also faces
competition from conventional energy and non-solar renewable energy providers.

We will also face competition from any other sales representatives authorized by
RSi to sell their products.  While we have the exclusive right to sell RSi
products in Canada for the next 10 years, our sales rights are non-exclusive
outside of Canada.  RSi has granted sales rights to other representatives in
Europe, and may grant further rights that will be competitive with our own.
Furthermore, any granting of exclusive sales rights by RSi will eliminate our
ability to sell RSi's products in those territories.  Notwithstanding, our
management believes that our early mover advantage over any of RSi's subsequent
licensors has placed us on an accelerated path towards establishing our position
in a wide range of additional markets, including the United States.

MARKETING

We will market our products through our own sales force, as well as through
sales representatives appointed to solicit orders and identify potential sales
opportunities.  We will sell the RSi products directly to commercial, industrial
and governmental customers, sublicensing sales rights to the residential market.
We also intend to form strategic relationships with key partners, including
OEMs, system integrators and distributors, who deal directly with end-users in
our target markets.  We believe that, depending upon the size of the projects,
we will likely derive a significant portion of our business from a small number
of customers, but we do not presently anticipate that the loss of any such
customer would adversely affect our business or results of operations.

Our initial target customers will include:

*     Panel Manufacturers
*     Solar Farm Operators
*     Architects, Designers and Specifiers
*     Developers, Builders and Construction Companies
*     Commercial and Industrial Building Owners
*     Engineering Firms and Electrical Contractors
*     Property Management Companies
*     Solar Integrators, Distributors and Agents
*     Roofing Companies and Contractors
*     Public Administrators and City Planners
*     Hotel/Resort Owners and Developers
*     Educational Institutions
*     Government Purchasing Officers
*     International Development Agencies

We expect that our customer mix will change as we continue to broaden our
product offering and expand our sales organization.

We intend to establish a global sales presence by setting up sales offices and
engaging sales and service personnel in key markets.  We believe that quickly
increasing our global sales presence will allow us to develop new customer
relationships and generate incremental revenue, while establishing dominance
among our competitors in key markets.  By relying on a centralized sales order
processing and warehousing structure, we will minimize overhead costs while
ensuring regional representation throughout our sales territories.

We plan to establish our first sales locations in Toronto, Vancouver and Los
Angeles, employing at least eight full time sales professionals, before
September 1, 2009.  By June 30, 2010, we intend to expand our sales offices
throughout the United States, Canada and South America, focusing on those
locations where the amount of sunshine, the cost of electricity or the
availability of governmental incentives will be conducive to sales of our
products.  We further intend to develop joint ventures and cooperative
partnerships with RSi's other current sales representatives in Europe.  We may
issue restricted sublicenses to dealers in those regions or territories in which
we will not be establishing a sales office.

The total cost of generating electricity from PV modules remains higher than the
total cost of generating electricity from conventional power sources in most
markets.  The higher cost of electricity from PV modules is a result of the high
materials and manufacturing costs involved in producing PV wafers, cells and
modules. We believe that the RSi SuperPV will play a significant role in
reducing the cost of electricity generated by PV modules.  Our strategy is to
make the SuperPV available to all module manufacturers through comprehensive
licensing that will yield substantial ongoing sales revenue to us, including
sales rights to the resulting SuperPV enabled modules at preferred pricing
levels. We believe that inasmuch as the RSi SuperPV will bring module
manufacturers' products closer to cost parity with conventional power sources,
they will be compelled by competitive market conditions to license the SuperPV
rather than risk losing market share to licensed competitors.

We will promote our PV products through a series of focused marketing channels
that include trade publications, attendance at key industry trade shows, direct
mail campaigns, on-line advertising, and relationship marketing to our expanding
network of sales representatives. The goal of our promotional campaign will be
to establish strong industry and consumer recognition for the RSi SuperPV, and
to emphasize their superior features and benefits.  We will focus our initial
sales efforts on high profile installations with strong promotional value.

The PV industry is fragmented and we believe there are opportunities for
consolidation.  We will seek to make selective acquisitions where we believe
there are technological, cost or customer synergies. We do not have a history of
acquiring or commercializing technologies, and there can be no assurance that we
will be able to make any acquisitions, or that any such acquisitions will be
successful.

DEPENDENCE ON RSI

Our business is based upon the Sales License between NSC and RSi, which is
effective until February 18, 2019.  We do not currently sell any PV products
other than those licensed by RSi.  Any change to our existing relationship with
RSi, including the sale of RSi to a third party or termination or alteration of
the Sales License, could disrupt our business and significantly harm our ability
to earn revenue.  Among other things, we would be forced to find alternative
providers of PV products.  There is no assurance that we would be able to do so
on the same or as favorable terms than we currently have with RSi, or at all;
and the increased costs of alternative arrangements may materially and adversely
affect our business, results of operations and financial condition.

As a result of our reliance upon RSi, our ability to generate revenue may also
be significantly adversely affected by anything that undermines RSi's ability to
license the distribution and sale of competitive PV products, including the
following:

*    failure  by  RSi, its licensors or suppliers to protect their current and
     future intellectual  properties,  proprietary  technologies,  product
     designs, business methods  and  manufacturing  processes;

*    scarcity of raw materials, such as polysilicon and amorphous (thin film)
     silicon, used to manufacture RSi's PV products;

*    interruptions in RSi's ability to procure components for their PV systems,
     whether due to discontinuance by suppliers, delays or failures in delivery,
     shortages caused by inadequate production capacity or unavailability, or
     for other reasons;

*    failure by RSi to keep pace with rapid technological change with new or
     improved products and features;

*    inability by RSi to effectively compete with other solar equipment
     manufacturers on the basis of cost, quality, weight, efficiency and
     performance

*    failure by RSi's products to be commercially viable or gain market
     acceptance; and

*    inability by RSi to develop and maintain successful relationships with key
     partners, including original equipment manufacturers, system integrators
     and distributors.

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 power products.

The sale and installation of our PV products is subject to oversight and
regulation in accordance with national, regional 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 jurisdictions and ensuring that our products comply
with the varying standards.  Any new government regulations or utility policies
pertaining to our PV products could result in significant additional expenses to
us, our customers and our suppliers, which in turn cause a significant reduction
in demand for our PV products.

It is common for relevant governing authorities to require safety certification
for any electrical device before it may be commercially sold within the
applicable jurisdiction.  Certification standards vary with each jurisdiction;
Europe, the United States and Canada each have different standards.  Our
products are electrical devices, and as such, they must be approved for
commercial sale under the applicable law of the particular jurisdiction.  Our
products have been certified by Underwriters Laboratories for commercial sale in
the United States, and by T V Rheinland for sale in Europe.
RSi's products have not been certified under approved standards by a body
accredited by the Standards Council of Canada.  If we are required to obtain
such certification, it could delay or otherwise impair our ability to effect
sales in Canada and materially and adversely affect our business, results of
operations and financial condition.

INCENTIVES

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 PV 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 solar electricity they
generate 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 PV means.

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 PV products could decline or never
develop, and our results of operations and financial condition could be
materially and adversely affected as a result.

RESEARCH AND DEVELOPMENT

We have not undertaken any research or development over the last two fiscal
years.  We may establish cooperative research and development agreements with
certain universities, customers and suppliers with a view to developing new PV
products to which we will have sales rights.  Our participation in any such
arrangement will be limited to financing and administration.  We do not intend
to conduct any of the research or development, nor do we anticipate owning any
of the resulting intellectual property.  We will seek exclusive worldwide rights
to sell any such products where possible, and on a territory-by-territory basis
when necessary.  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 PV
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 commence our sales operations and grow
our business, we expect to add significantly numbers of employees.  We
anticipate that by December 31, 2009, we will have approximately 15 full-time
employees, of which eight will be sales-related, one will be technical, and the
remainder being administrative.  By December 31, 2009, we intend to engage the
services of two new executive officers, being the President and the Chief
Financial Officer.  We may also retain qualified persons from time to time on a
contract basis to perform services for us as needed.  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, 2009.   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.

                                    PROPERTY

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

We plan to lease a 4,500 sq. ft. facility in Los Angeles, California by December
31, 2009 as our corporate headquarters and primary sales showroom in the United
States.  Our management expects to establish additional showrooms of at least
2,000 sq. ft. throughout the United States by December 31, 2009, although the
number and location of such showrooms have not been determined.

We intend to lease sales showrooms of at least 2,000 sq. ft. in Toronto, Ontario
and Vancouver, British Columbia by December 31, 2009, with two further showrooms
being leased by June 30, 2010 in Calgary, Alberta and Montreal, Quebec.  Our
management considers that these Canadian facilities will be adequate to service
our Canadian sales rights for the foreseeable future.

                               LEGAL PROCEEDINGS

Neither Novagen, 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 or its officers or directors. None of our officers or directors
has been convicted of a felony or misdemeanor relating to securities or
performance in corporate office.

                                  RISK FACTORS

ANY  INVESTMENT  IN  OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  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.

(1)     IT IS IMPOSSIBLE TO EVALUATE THE INVESTMENT MERITS OF OUR COMPANY
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.  We were incorporated
on June 22, 2005, and have accumulated a net loss of $58,595 against no revenue.
Thus far, our activities have been primarily limited to organizational matters,
acquiring our operating subsidiary, taking delivery of product samples, raising
capital, and the preparation and filing of this current report.  As a start-up,
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 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 and consumer 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.

(3)     ANY FAILURE OR DELAY IN OBTAINING CERTIFICATION OF THE PV PRODUCTS WE
INTEND TO SELL IN CANADA COULD IMPAIR OUR ABILITY TO EARN REVENUE AND MATERIALLY
AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In order for RSi's PV products to be commercially sold in Canada, the products
must first be certified under approved standards (e.g. UL, CSA) by a body
accredited by the Standards Council of Canada.  RSi have not obtained such
certification, and we have no assurance that they will.  If RSi fails or delays
in obtaining such certification, we may be required to seek such certification
ourselves, which could impair our ability to effect sales and materially and
adversely affect our business, results of operations and financial condition.

(4)     IF PV TECHNOLOGY IS NOT SUITABLE FOR WIDESPREAD ADOPTION, OR SUFFICIENT
DEMAND FOR PV 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 PV products is emerging and rapidly evolving, and its future
success is uncertain. If PV technology proves unsuitable for widespread
commercial deployment or if demand for PV products fails to develop
sufficiently, we would be unable to generate enough revenue to achieve and
sustain profitability. In addition, demand for PV 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 PV technology and demand for PV 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 PV 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 PV products; and

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

(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.

The solar power market is intensely competitive and rapidly evolving. Our
competitors have established market positions more prominent than ours, and if
we fail to attract and retain customers and establish a successful distribution
network for our solar products, we may be unable to achieve sales and market
share. There are a number of major multi-national corporations that produce
solar power products, including Suntech Power, BP Solar, Kyocera, Sharp, GE,
Mitsubishi, Solar World AG and Sanyo. We also expect that future competition
will include new entrants to the solar power market offering new technological
solutions. Further, many of our competitors are developing and are currently
producing products based on PV technologies that may have costs similar to, or
lower than, our projected costs.

Most of our competitors are substantially larger than we are, have longer
operating histories and have substantially greater financial, technical,
manufacturing and other resources than we do. Our competitors' greater sizes in
some cases provides them with competitive advantages with respect to
manufacturing costs due to their ability to allocate fixed costs across a
greater volume of production and purchase raw materials at lower prices. Many
also have far greater name recognition, an established distribution network and
an installed base of customers. In addition, many of our competitors have
well-established relationships with current and potential resellers, which have
extensive knowledge of our target markets. As a result, our competitors will be
able to devote greater resources to the research, development, promotion and
sale of their products and may be able to respond more quickly to evolving
industry standards and changing customer requirements than we can.

(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.

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

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 PV products
could decline or never develop, and our results of operations and financial
condition could be materially and adversely affected as a result.

(8)     ANY CHANGE IN OUR RELATIONSHIP WITH RSI COULD SIGNIFICANTLY HARM OUR
BUSINESS AND PREVENT US FROM EARNING REVENUE.

Our business is based upon a Sales License Agreement between RSi and our wholly
owned subsidiary, which is effective until February 18, 2019.  Currently, we do
not sell any PV products other than those supplied by RSi, and there can be no
assurance that we will ever sell other products.  Any change to our existing
relationship with RSi, including the sale of RSi to a third party or termination
or alteration of the Sales License, could disrupt our business and significantly
harm our ability to earn revenue.  Among other things, we would be forced to
find alternative suppliers of PV products.  There is no assurance that we would
be able to do so on the same or as favorable terms than we currently have with
RSi, or at all; and the increased costs of alternative arrangements might
materially and adversely affect our business, results of operations and
financial condition.

As a result of our reliance upon RSi, our ability to generate revenue may also
be significantly adversely affected by anything that undermines RSi's ability to
license the distribution and sale of competitive PV products, including the
following:

*     failure by RSi, its licensors or suppliers to protect their current and
      future intellectual properties, proprietary technologies, product designs,
      business methods and manufacturing processes;

*     scarcity of raw materials, such as polysilicon and amorphous (thin film)
      silicon, used to manufacture RSi's PV products;

*     interruptions in RSi's ability to procure components for their PV systems,
      whether due to discontinuance by suppliers, delays or failures in
      delivery, shortages caused by inadequate production capacity or
      unavailability, or for other reasons;

*     failure by RSi to keep pace with rapid technological change with new or
      improved products and features;

*     inability by RSi to effectively compete with other solar equipment
      manufacturers on the basis of cost, quality, weight, efficiency and
      performance

*     failure by RSi's products to be commercially viable or gain market
      acceptance; and

*     inability by RSi to develop and maintain successful relationships with key
      partners, including original equipment manufacturers, system integrators
      and distributors.

(9)     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.

(10)     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 may be
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 may 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 may 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, 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.

(11)     SUBSTANTIAL FUTURE SALES OR PERCEIVED SALES OF OUR COMMON SHARES IN THE
PUBLIC MARKET COULD CAUSE THE PRICE OF OUR COMMON SHARES TO DECLINE.

Sales of our common shares in the public market, or the perception that these
sales could occur, could cause the market price of our common shares to decline.
As of July 10, 2009, we had 15,451,300 shares of common stock issued and
outstanding; and we had non-interest bearing convertible securities outstanding,
that are convertible into 3,000,000 shares of common stock.  Furthermore, under
the terms of the Sales License Agreement we must issue a further 4,000,000
shares of our common stock to RSi.  The number of common shares outstanding and
available for sale will increase if the holders of our convertible securities
exercise their conversion rights, subject to volume, holding period and other
restrictions as may be applicable under Rule 144 and Rule 701 promulgated under
the Securities Act of 1933, as amended.  To the extent the shares issuable upon
conversion of the notes are sold into the market, or there is a perception that
such sales could occur, the market price of our common shares could decline.

(12)     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 have not paid any cash dividends on our common stock since our inception and
we do not anticipate paying cash dividends in the foreseeable future.  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.

(13)     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 sole executive officer has no experience with photovoltaics.  This
inexperience presents a higher risk that we will be unable to complete our
business plan for the sale of our PV products.  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.

(14)     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.

Our Chief Executive Officer owns 58% of our outstanding voting stock.
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.

(15)     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.

(16)     APPLICABLE SEC 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 RESULTS OF
                                   OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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
CURRENT REPORT.  SEE "RISK FACTORS" AND "DESCRIPTION OF BUSINESS".

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 Phase I of a mineral exploration program
proposed by Jacques Whitford, which 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 Phase I as planned in 2008.
By the second quarter of 2009, we had insufficient capital to complete Phase I.
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 NSC to acquire all the issued and outstanding shares of NSC.
NSC is 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.  Accordingly, our accumulated operating
losses of $58,595 to March 31, 2009 reflect our past activities that have been
either discontinued or abandoned.  In addition, the results of operations
discussed herein reflect our previous operations and not the financial results
of our new business model.

                             RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR ENDED DECEMBER 31,
2007

OPERATING EXPENSES FROM CONTINUED OPERATIONS

Operating expenses consisted of consulting fees, professional fees, interest
expenses and other general corporate expenses. Operating expenses were $29,599
for the year ended December 31, 2008, compared with a net recovery of $372 in
operating expenses for the year ended December 31, 2007.  The increase was a
result of costs associated with our initial public offering, and consulting fees
associated with the exploration of our mineral properties.

Professional fees were $24,312 for the year ended December 31, 2008, compared
with no such fees for the year ended December 31, 2007.  Professional fees
incurred in fiscal year 2008 consisted of legal and accounting fees associated
with our initial public offering, and the costs associated with our audited
financial statements and periodic reporting obligations.

Consulting fees were $1,412 for the year ended December 31, 2008, compared with
no such fees for the year ended December 31, 2007.  Consulting fees incurred in
fiscal 2008 were due to the review of our disclosure in our offering prospectus
and engaging a geologist to assist us with the exploration of our mineral
properties.

Interest expenses for the fiscal year ended December 31, 2008 were $1,811
compared with no such expense in fiscal 2007.  Interest expenses were entirely
due to a promissory note issued January 23, 2008 for $15,000 that bore interest
at 20% per annum, which was repaid in full on August 26, 2008.

General office expenses were $2,064 for the year ended December 31, 2008,
compared with a net recovery of $372 in operating expenses for the year ended
December 31, 2007.  The difference was primarily due to transfer agent fees
associated with our initial public offering in fiscal 2008, and a net foreign
exchange gain realized in fiscal 2007.

NET LOSS FOR THE PERIOD

We recorded a net loss of $29,599 for the year ended December 31, 2008, compared
with a net gain of $372 for the year ended December 31, 2007.

FOR THE THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2008

OPERATING EXPENSES

Operating expenses consisting of professional fees and other general corporate
expenses rose considerably between the periods due to our initial public
offering.

Operating expenses were $17,015 for the three months ended March 31, 2009,
compared with $15,383 for the three months ended March 31, 2008. The increase
was attributable to an increase in professional fees associated with our audited
financial statements and periodic reporting obligations.

NET LOSS FOR THE PERIOD

We recorded a net loss of $17,015 for the three months ended March 31, 2009,
compared with a net loss of $15,383 for the three months ended March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

Our cash on hand was $32,620 as at March 31, 2009 compared to $11,153 at March
31, 2008. Our working capital improved to $13,851 as at March 31, 2009, compared
to a working capital deficit of $12,117 as at March 31, 2008.

Our improved cash position and working capital was achieved though receipt of
gross proceeds of $60,000 from the issuance of common stock through our initial
public offering. This compares with no such proceeds during the three months
ended March 31, 2008.

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 we will require
financing of $2,000,000 in order to complete our stated plan of operations for
the next twelve months, not including manufacturing.  If we engage in
manufacturing, our financing requirements will increase to approximately $10
million to $150 million per plant, depending on the product to be manufactured.
There can be no assurance, however, that such financing will be available or, if
it is available, that we will be able to structure such financing on terms
acceptable to us or that it will be sufficient to fund our cash requirements
until we can reach a level of profitable operations and positive cash flows.  If
we are unable to obtain the financing necessary to support our operations, we
may be unable to continue as a going concern. We currently have no firm
commitments for any additional capital.

On July 10, 2009 we issued a non-interest bearing convertible debenture for
$30,000 to a former shareholder of NSC in exchange for all of its shares of NSC.
The convertible debenture is due on demand and may be converted by the holder at
the rate of $0.01 per share upon delivering 61 days advance written notice
thereof to the Company.  The conversion price of the convertible debenture may
be adjusted in certain circumstances such as if we pay a stock dividend,
subdivide or combine outstanding shares of common stock into a greater or lesser
number of shares, or take such other actions as would otherwise result in
dilution of the selling stockholder's position.

If we are unable to generate sufficient revenue in time to implement our
business plan on schedule, we will require additional financing in order to meet
our objectives.  There is no assurance that we will be able to obtain such
financing on acceptable terms, or at all.  Financing may include the issuance of
equity or debt securities, obtaining credit facilities, or other financing
mechanisms.  However, the trading price of our common stock and the downturn in
the U.S. stock and debt markets could make it more difficult to obtain financing
through the issuance of equity or debt securities. Even if we are able to raise
the funds required, it is possible that we could incur unexpected costs and
expenses, fail to collect significant amounts owed to us, or experience
unexpected cash requirements that would force us to seek alternative financing.
Further, if we issue additional equity or debt securities, stockholders may
experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of existing holders of our common
stock. If additional financing is not available or is not available on
acceptable terms, we may curtail operations.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of July 10, 2009 by (i) each person known by us
to be a beneficial owner of more than five% (5%) of our issued and outstanding
common stock; (ii) each of our Directors and executive officers; and (iii) all
our directors and executive officers as a group.

---------------------------------------------------------------------------
Name                                            Number of Shares          %
---------------------------------------------------------------------------

Fidel Thomas                                                   -          -

Alfonso Quijada                                        1,000,000          6

Thomas Mills                                           9,000,000         58
---------------------------------------------------------------------------

Directors and officers as a group (three persons)     10,000,000         64
===========================================================================

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.

The address for all our directors, executive officers and beneficial owners of
more than five% of our issued and outstanding shares is 3044 Bloor Street West,
Suite 1440, Toronto, Ontario M8X 2Y8.

                        DIRECTORS AND EXECUTIVE OFFICERS

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             POSITION                               AGE     DIRECTOR/OFFICER
--------------------------------------------------------------------------------

Thomas Mills     Chief Executive Officer,                41     2009 to present
                 President, Chief Financial Officer
                 Secretary and a director

Alfonso Quijada  director                                38     2006 to present
===============================================================================

Thomas Mills is the founder and sole officer and director of Novagen Solar
(Canada) Ltd., which we acquired as our wholly-owned subsidiary on 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 its 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
from its inception 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.

Fidel Thomas has been an independent corporate communications and business
development consultant since 2003.  His clients include numerous private and
publicly held corporations, including Minco Gold Corp., Minco Silver Corp.,
Trivello Energy Corp., SMS Active Technologies and Visiphor Corp.  Originally,
an actor, screen-writer and director, Mr. Thomas was active in the Canadian
entertainment industry from 1997 to 2002, through his production company, Inner
Vision Images Motion Picture Corp., and later, as an officer and director of AMP
Productions, Ltd. from 2003 to 2007. He is also currently Chief Executive
Officer and a director of Castmor Resources Ltd, an exploration company having
mineral interests in Labrador, Canada.  Mr. Thomas received a Bachelor of
Sociology from the University of East London in September, 1994.  He earned a
Diploma in Media Practice from the University of Central London in 1998.  In
2007, he successfully completed a mining professional development course at the
Norman B. Keevil Institute of Mining Engineering at the University of British
Columbia.

Alfonso Quijada has raised millions of dollars for private and public companies,
including $1.8 million for Rhino Films and $2.5 million for an oil refinery in
Bulgaria.  From 1994 through to 1998 he was the founder and president of New
World Artist Productions Inc., an international production company, focused
primarily on live-productions and music development in Japan.  He was the VP of
Investor Relations for Tri-Gate Entertainment Inc. from 2000 to 2003.  From 2002
to 2003, Mr. Quijada also headed up investor relations for TNR Gold Corp.  Since
2003, he has served as an independent consultant, advising companies on
corporate development and finance.  He is also currently Chief Operating Officer
and a director of Castmor Resources, Ltd., an exploration company having mineral
interests in Labrador, Canada.

The address for all our officers and directors is 3044 Bloor Street West, Suite
1440, Toronto, Ontario M8X 2Y8.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

(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,
2008 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 current report.

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 committee 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.

                             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.  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.

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, 2009.  Such agreements may include
pension, health, annuity, insurance or similar benefit plans; and stock options,
profit sharing plans and other incentive-based compensation.

  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED
                              STOCKHOLDER MATTERS

NO ESTABLISHED PUBLIC MARKET FOR COMMON STOCK

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.  As of July 10, 2009, the closing price of our common
stock on the OTC Bulletin Board was $0.20 per share.  Our transfer agent and
registrar is Holladay Stock Transfer, Inc., located at 2939 North 67th Place,
Scottsdale, Arizona  85251.

For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. The following quotations obtained from Yahoo!
Finance reflect the high and low bids for our shares of common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

                       ----------------------------------
                        QUARTER ENDED      HIGH       LOW
                       ----------------------------------
                       March 31, 2009     $0.00     $0.00
                       ----------------------------------
                        June 30, 2009     $0.25     $0.01
                       ----------------------------------

HOLDERS

On July 10, 2009, the shareholders' list of our shares of common stock showed 59
registered holders of our shares of common stock and 15,451,300 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.

Under the terms of the Sales License Agreement, we must issue 4,000,000 shares
of our common stock to RSi (or its assigns).  These shares have not yet been
issued.  Upon issuance, there will be 19,451,300 shares of our common stock
outstanding.

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.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

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 a former shareholder of NSC.
Upon 61 days written notice to the Company, the holder of the debenture may
convert the principal amount owing into 3,000,000 common shares of our capital
stock at the rate of $0.01 per share.  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.

PENNY STOCK REGULATION

Our shares must comply with the Penny Stock Reform Act of 1990, which may
potentially decrease our shareholders' ability to easily transfer their shares.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated. Penny stocks generally are equity securities with a price of less
than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that must comply with the
penny stock rules.  Since our shares must comply with such penny stock rules,
our shareholders will in all likelihood find it more difficult to sell their
securities.

                     DESCRIPTION OF REGISTRANT'S SECURITIES

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $0.0001 per share and 50,000,000 shares of preferred stock at a par
value of $0.0001 per share.

COMMON STOCK

As of the date of this current report,, there were 15,451,300 shares of our
common stock issued and outstanding that are held by 59 stockholders of record.
Under the terms of the Sales License Agreement, we must issue 4,000,000 shares
of our common stock to RSi (or its assigns).  These shares have not yet been
issued.  Upon issuance, there will be 19,451,300 shares of our common stock
outstanding.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote.  Holders of common stock do not have
cumulative voting rights.  Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors.  At all meetings of shareholders, except where otherwise provided by
statute or by the Articles of Incorporation, or by these Bylaws, the presence,
in person or by proxy duly authorized, of the holder or holders of not less than
twenty% (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.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

We have authorized 50,000,000 shares of preferred stock at a par value of
$0.0001 per share.  We have no shares of preferred stock outstanding as of the
date of this registration statement.

NEVADA ANTI-REORGANIZATION LAWS

We will become subject to Sections 78.411 and 78.444 of the Nevada General
Corporation Law (the "NGCL") if we ever have 200 or more stockholders of record.
Such statutes would prevent us from engaging in any "business combination" (as
such term is defined in Section 78.416 of the NGCL, described in "Description of
Capital Stock" herein) with any interested stockholder for a period of three
years following the date that the stockholder became an interested stockholder
unless:

(1)     prior to that date, our board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder;

(2)     upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding those shares owned by persons who are directors
and also officers, and by employee stock plans in which shares held subject to
the plan will be tendered in a tender or exchange offer; or

(3)     on or subject to that date, the business combination is approved by our
board of directors and is authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
two-thirds of the outstanding voting stock not owned by the interested
stockholder.

                   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 3.02     UNREGISTERED SALES OF EQUITY SECURITIES

On June 30, 2009, we issued 3,000,000 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 under the Securities Act of
1933 in reliance on an exemption from registration provided by Regulation S of
the Securities Act.  No general solicitation was made in connection with the
offer or sale of these securities.

On June 30, 2009, we issued a non-interest bearing convertible debenture for
$30,000 to a former shareholder of NSC in exchange for all of its chares of NSC
in connection with our acquisition of all the issued and outstanding shares of
NSC.  The convertible debenture is due on demand and may be converted by the
holder at the rate of $0.01 per share upon delivering 61 days advance written
notice thereof to the Company.  The convertible debenture was issued without
registration under the Securities Act of 1933 in reliance on an exemption from
registration provided by Section 4(2) under the Securities Act for transactions
not involving any public offering.

On June 30, 2009, as part of our acquisition of NSC, we issued to RSi an
irrevocable right and option during the Term to purchase from Novagen a number
of our common shares calculated as the quotient obtained by multiplying the
number of fully diluted common shares of Novagen on the date of exercise by 0.2
and dividing the product by 0.3 (the "Option").  The exercise price of the
Option shall be the volume weighted average price of the Common Shares as quoted
by Bloomberg, LP on the NASD Over-the-Counter Bulletin Board or other principal
market on which our common stock is traded for the 30 day period immediately
preceding the date of exercise.  The Option shall be exercised by giving Novagen
not less than 61 days advance written notice thereof, and will expire after any
exercise thereof or upon termination of the sales license agreement between RSi
and our wholly owned subsidiary, NSC.

ITEM 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

A.     RESIGNATION OF FIDEL THOMAS AS CHIEF EXECUTIVE OFFICER, PRESIDENT,
SECRETARY AND TREASURER

On July 10, 2009, Mr. Fidel Thomas resigned as the Chief Executive Officer,
President, Secretary and Treasurer of the Registrant.  He remains as a director
of the Registrant.  Mr. Thomas advised the Registrant that he was resigning from
his position as an officer of the Registrant for personal reasons and not
because of any disagreement with the Registrant.  The Board of Directors
accepted Mr. Thomas's resignation from each of the aforementioned positions
effective as of July 1, 2009.

B.     APPOINTMENT OF THOMAS E. MILLS AS CHIEF EXECUTIVE OFFICER AND AS INTERIM
PRESIDENT, SECRETARY AND TREASURER

On July 10, 2009, the Board of Directors appointed Mr. Thomas E. Mills, 41, as
the Chief Executive Officer, President, Secretary and Treasurer of the
Registrant, effective as of July 11, 2009.  Mr. Mills will hold the office of
Chief Executive Officer until he resigns or his appointment is terminated by the
Board of Directors.  Mr. Mills will serve as the Registrant's interim President,
Secretary and Treasurer until permanent successors for these positions are
engaged.  He will also continue to serve as the sole officer and director of
Novagen Solar (Canada) Ltd. until we are able to engage an appropriate
successor.

Thomas Mills is the founder and sole officer and director of Novagen Solar
(Canada) Ltd., which we acquired as our sole, wholly-owned subsidiary on 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.

On April 27, 2009, we agreed to issue 1,000,000 of our common shares at $0.01
per share to Thomas Mills as compensation for all his interest in Novagen Solar
(Canada) Ltd., as part of our acquisition of NSC.  On the date of the agreement,
the closing price of our common stock on the OTCBB was $0.01.  The acquisition
of NSC closed on July 10, 2009, and we issued Mr. Mills his shares on July 13,
2009.

ITEM 5.06     CHANGE IN SHELL COMPANY STATUS

As a result of the consummation of the Reorganization described in Item 2.01 of
this Current Report on Form 8-K, management of the Company believes that it is
no longer a "shell corporation," as that term is defined in Rule 405 of the
Securities Act and Rule 12b-2 of the Exchange Act.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.     DOCUMENT

 2.1            Share Purchase Agreement, dated April 27, 2009, by and among
                Pickford Minerals Inc., Novagen Solar (Canada) Inc. and the
                shareholders of Novagen Solar (Canada) Inc.

 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

14.1            Code of Ethics, incorporated by reference from the Company's
                Annual Financial Statements on Form 10-K filed with the SEC on
                March 30, 2009

21.1            List of subsidiaries

23.1            Consent of Accountant

99.1            Audited Annual Financial Statements of Novagen Solar Inc.
                (formerly Pickford Minerals, Inc.), incorporated by reference
                from the Company's Annual Report on Form 10-K filed with the SEC
                on March 30, 2009

99.2            Unaudited Quarterly Financial Statements of Novagen Solar Inc.
                (formerly Pickford Minerals, Inc.), incorporated by reference
                from the Company's Quarterly Financial Report on Form 10-Q filed
                with the SEC on May 15, 2009

99.3            Audited Financial Statements of Novagen Solar (Canada) Ltd. as
                of March 31, 2009

99.4            Unaudited Consolidated Pro Forma Financial Statements of Novagen
                Solar Inc. for the period ended March 31, 2009

99.5            Convertible debenture dated April 27, 2009 issued by Pickford
                Minerals Inc. to Fahrinsland Capital LLC

99.6            Agreement dated July 10, 2009, among Rainbow Solar Inc. and
                Novagen Solar (Canada) Ltd. and Novagen Solar Inc.

                                   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, President & CEO
Date: July 14, 2009