SOEN Solar Enertech Corp (CE)

CUSIP No. 834156101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 834156101

(1)

Names of Reporting Persons
Capital Ventures International

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
0

(6)

Shared Voting Power **
16,871,443 Shares of Common Stock ***

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power **
16,871,443 Shares of Common Stock ***

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
16,871,443 Shares of Common Stock ***

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

(11)

Percent of Class Represented by Amount in Row (9)
8.7% ***

(12)

Type of Reporting Person (See Instructions)
CO

CUSIP No. 834156101

(1)

Names of Reporting Persons
Heights Capital Management, Inc.

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power **
16,871,443 Shares of Common Stock ***

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power **
16,871,443 Shares of Common Stock ***

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
16,871,443 Shares of Common Stock ***

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

(11)

Percent of Class Represented by Amount in Row (9)
8.7% ***

(12)

Type of Reporting Person (See Instructions)
CO

CUSIP No. 834156101

Item 1.

(a)

Name of Issuer
Solar Enertech Corp., a Delaware corporation (the “Company”).

(b)

Address of Issuer’s Principal Executive Offices
444 Castro St., Ste #707, Mountain View, CA 94041

Item 2

(a).

Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.001 par value per share (the “Shares”).

(i)        Capital Ventures International

(ii)       Heights Capital Management, Inc.

Item 2

(b).

Address of Principal Business Office or, if none, Residence
The address of the principal business office of Capital Ventures International is:

One Capitol Place

P.O Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies

The address of the principal business office of Heights Capital Management, Inc. is:

101 California Street, Suite 3250

San Francisco, California 94111

Item 2

(c).

Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2

(d)

Title of Class of Securities
Common Stock, $0.001 par value per share

Item 2

(e)

CUSIP Number
834156101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

CUSIP No. 834156101

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The number of Shares reported as beneficially owned is comprised of:

(i) 12,283,266 Shares issuable upon the conversion of a Series B Convertible Note of the Company (the “Series B Note”), which Series B Note was purported to be converted into the right to receive Shares pursuant to a Series A and Series B Note Conversion Agreement entered into between the Issuer and the Required Holders (as defined therein), dated as of January 7, 2010 (the “Note Conversion Agreement”); and

(ii) 4,588,177 Shares issuable upon the exercise of a Series B Warrant of the Company (the “Series B Warrant”), which Series B Warrant was purported to be amended pursuant to an Amendment to the Series A, Series B and Series C Warrants entered into between the Issuer and the Consenting Holders (as defined therein), dated as of January 7, 2010 (the “Warrant Amendment Agreement”).

The Company’s Annual Report for the fiscal year ended September 30, 2009 indicates there were 189,696,419 Shares outstanding as of January 7, 2010 assuming the consummation of the transactions described by the Note Conversion Agreement and the Warrant Amendment Agreement.

The Reporting Persons dispute the effectiveness of the Note Conversion Agreement and the Warrant Amendment Agreement as to the Series B Note and the Series B Warrant, respectively, and instead assert that (i) the Series B Note remains outstanding pursuant to its terms as issued with an

CUSIP No. 834156101

adjusted conversion price equal to $.15 and (ii) the Series B Warrant remains outstanding pursuant to its terms as issued with an adjusted exercise price equal to $.15 and exercisable for 27,529,062 Shares, in each case subject to a 4.99% beneficial ownership limitation.

As such, if the Note Conversion Agreement and the Warrant Amendment Agreement are ineffective as to the Series B Note and the Series B Warrant, the Reporting Persons would beneficially own 4.99% of the Shares outstanding and would not be required to file this Schedule.  This Schedule is, therefore, being filed by the Reporting Persons on a precautionary basis.  Nevertheless, the Reporting Persons disclaim beneficial ownership of any Shares in excess of 4.99% of the Shares outstanding.

A copy of the Note Conversion Agreement and Warrant Amendment Agreement are included as Exhibits 10.1 and 10.2, respectively, to the Form 8-K filed by the Company with the SEC on January 11, 2010.

Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 834156101

CUSIP No. 834156101

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

By: Heights Capital Management, Inc. pursuant to a Limited Power of Attorney

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

Title

Secretary

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

Title

Secretary

CUSIP No. 834156101

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

By: Heights Capital Management, Inc. pursuant to a Limited Power of Attorney

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

Title

Secretary

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

Title

Secretary