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EX-31.2 - CERTIFICATION - Sustainable Environmental Technologies Corpsetc_10q-ex3102.htm
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EX-31.1 - CERTIFICATION - Sustainable Environmental Technologies Corpsetc_10q-ex3101.htm


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

FORM 10-Q

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2010.

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission File Number: 000-254888

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION
(formerly RG Global Lifestyles, Inc.)

(Exact Name of issuer as specified in its charter)

California
33-0230641
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 

2345 W Foothill, Suite 7, Upland, CA
91786
(Address of principal executive offices)
(Zip Code)

Issuer’s telephone number: (949) 888-9500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

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

As of August 16, 2010, there were 186,771,034 shares of the Registrant’s common stock issued and outstanding.
 


 
 
 

INDEX

   
Page
PART I - FINANCIAL INFORMATION
 
       
Item 1.
Financial Statements
F-1
 
       
 
Consolidated Balance Sheets –June 30, 2010 and March 31, 2010
F-1
 
       
 
Consolidated Statements of Operations For the Three Months ended June 30, 2010 and 2009
F-2
 
       
 
Consolidated Statements of Cash Flows For the Three Months ended June 30, 2010 and 2009
F-3
 
       
 
Notes to Financial Statements
F-4
 
       
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  2
 
       
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  5
 
       
Item 4.
Controls and Procedures
5
 
   
PART II – OTHER INFORMATION
 
       
Item 1.
Legal Proceedings
6
 
       
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
6
 
       
Item 3.
Defaults Upon Senior Securities
6
 
       
Item 4.
[Removed and Reserved]
6
 
       
Item 5.
Other Information
6
 
       
Item 6.
Exhibits
6
 
       
SIGNATURES
7  
 
 
 
 
 

 

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION
(formerly RG Global Lifestyles, Inc.)
CONSOLIDATED BALANCE SHEETS
(unaudited)

   
As of June 30,
2010
   
As of March 31,
2010
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
35,630
   
$
38,731
 
Accounts receivable
   
673
     
673
 
Prepaids and other current assets
   
9,154
     
13,371
 
Current assets of discontinued operations
   
3,503
     
3,503
 
Total current assets
   
48,960
     
56,278
 
                 
Property and equipment, net
   
24,667
     
27,428
 
Other assets
   
10,231
     
10,231
 
Assets of discontinued operations
   
30,000
     
30,000
 
                 
Total Assets
 
$
113,858
   
$
123,937
 
                 
Liabilities and Stockholders' Deficit
               
Current liabilities:
               
Accounts payable
 
$
747,698
   
$
755,797
 
Accrued salaries and wages and related party consulting fees
   
592,139
     
582,389
 
Accrued liabilities
   
557,624
     
543,209
 
State income taxes payable
   
77,223
     
103,323
 
Notes payable
   
455,500
     
455,500
 
Current liabilities of discontinued operations
   
230,738
     
237,168
 
Total current liabilities
   
2,660,922
     
2,677,386
 
                 
Accounts payable, long-term
   
11,883
     
 11,883
 
Accrued salaries and wages and related party consulting fees, long-term
   
684,879
     
 684,879
 
Convertible notes payable, long-term
   
388,541
     
257,291
 
Warrant liability
   
144,700
     
93,642
 
Total liabilities
   
3,890,925
     
3,725,081
 
                 
Commitments and Contingencies
               
                 
Stockholders' Deficit:
               
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 4,582,827 issued at June 30, 2010 and March 31, 2010, none outstanding
   
-
     
-
 
Common stock, $0.001 par value, 200,000,000 shares authorized at June 30, 2010 and March 31, 2010, 106,982,899 and 107,311,659 issued; 106,667,899 and 104,396,659 outstanding, respectively
   
106,668
     
104,397
 
Additional paid-in capital
   
36,167,435
     
35,943,454
 
Accumulated deficit
   
(40,051,170
)
   
(39,648,995
)
Total stockholders' deficit
   
(3,777,067
   
(3,601,144
                 
Total Liabilities and Stockholders' Deficit
 
$
113,858
   
$
123,937
 

The accompanying notes are an integral part of these financial statements.
 
 
F-1

 

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION
(formerly RG Global Lifestyles, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

   
For the Three Months Ended
 
   
June 30
 
   
2010
   
2009
 
Revenue
 
$
-
   
$
-
 
                 
General and administrative, including stock-based compensation of $747 and $40,802 in 2010 and 2009, respectively
   
190,328
     
249,381
 
Selling and marketing
   
-
     
1,735
 
Total expenses
   
190,328
     
251,116
 
                 
Operating loss
   
(190,328
)
   
(251,116
)
                 
Other income (expense):
               
Interest income
   
-
     
25
 
Interest expense
   
(163,664
)
   
(30,098
)
Change in fair value of derivative liability
   
(51,058
   
99,065
 
Total other income (expense)
   
(214,722
   
68,992
 
                 
Net loss from continuing operations
   
(405,050
)
   
(182,124
)
                 
Net income (loss) from discontinued operations, net of tax benefit of $0
   
2,875
     
(59,119
)
                 
Net loss
 
$
(402,175
)
 
$
(241,243
)
                 
Weighted average number of common shares:
               
Basic and diluted
   
105,003,717
     
77,341,591
 
                 
Net loss per share:
               
Basic and diluted – continuing operations
 
$
(0.00
)
 
$
(0.00
)
Basic and diluted – discontinued operations
 
$
0.00
   
$
(0.00


The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
 
SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION
(formerly RG Global Lifestyles, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
   
For the Three Months Ended
 
   
June 30,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net loss
 
$
(402,175
)
 
$
(241,243
)
                 
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Amortization of debt discounts related to beneficial conversion features and warrants
   
131,250
     
-
 
Stock issued for services
   
24,506
     
-
 
Change in fair value of derivative liabilities
   
51,058
     
(99,065
)
Depreciation and amortization
   
2,761
     
17,160
 
Stock-based compensation
   
747
     
40,802
 
Change in operating assets and liabilities:
               
Prepaid expenses
   
4,217
     
(6,591
)
Other assets
   
-
     
(4,630
Accounts payable
   
(15,130
   
(29,380
Accrued liabilities
   
100,765
     
325,543
 
Income taxes payable
   
(26,100
)
   
-
 
Net cash provided by (used in) operating activities
   
(128,101
)
   
2,596
 
                 
Cash flows from investing activities:
               
Purchase of fixed assets
   
-
     
(7,954
)
Net cash used in investing activities
   
-
     
(7,954
                 
Cash flows from financing activities:
               
Proceeds from convertible notes payable-related party
   
125,000
     
-
 
    Proceeds from notes payable-related party      -        9,500  
Net cash provided by financing activities
   
125,000
     
9,500
 
Net increase (decrease) in cash
   
(3,101
   
4,142
 
Cash of discontinued operations
   
(410
)
   
(552
)
Cash - beginning of period
   
39,141
     
3,415
 
Cash - ending of period
 
$
35,630
   
$
7,005
 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Non-cash investing and financing activities:
               
Issuance of common stock in settlement of accounts payable and accrued liabilities
 
$
30,000
   
$
-
 
Exercise of stock options in settlement of accrued expenses
 
$
46,000
   
$
70,813
 


The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION
(formerly RG Global Lifestyles, Inc.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1 – Organization, History and Significant Accounting Policies and Procedures

Organization and History
Sustainable Environmental Technologies Corporation (the “Company”), was incorporated in California on July 12, 1985 as International Beauty Supply Ltd.  The name of the corporation was changed on May 28, 1993 to L.L. Knickerbocker Co., Inc., and thereafter on January 9, 2003 to RG Global Lifestyles, Inc, and again on July 29, 2010 to the present name, Sustainable Environmental Technologies Corporation.

On July 7, 2010, the Company purchased Pro-Water LLC, a Colorado limited liability company (“Pro-Water”) with its sole equity member Metropolitan Real Estate LLC, a New York limited liability company. Pro-Water owns and operates an injection well disposal refinery in Duchesne, Utah. See Note 12 for additional information.

On July 29, 2010, the Company changed its name to Sustainable Environmental Technologies Corporation.

Note 2 – Accounting Policies and Basis of Presentation

The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements and notes thereto of the Company for the year ended March 31, 2010 included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.  The financial statements for the three months ended June 30, 2010, are not necessarily indicative of the results expected for the full year.

Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aquair, and Catalyx, after elimination of all material inter-company accounts and transactions. OC Energy and balances related to the wastewater treatment plant are classified as discontinued operations.

Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include the valuation of derivatives, equity instruments such as options and warrants, and the percentage of completion related to construction contracts, impairment of assets held for sale and intangible assets related to its water treatment technology. Actual results could differ from those estimates.
 
Concentration
Credit Risk
At times, the Company maintains cash balances at a financial institution in excess of the FDIC insurance limit. In addition, at we extend credit to customers in the normal course of business, after we evaluate the credit worthiness. The Company does not expect to take any unnecessary credit risks causing significant causing write-offs of potentially uncollectible accounts. 
 
 
F-4

 
 
Net Loss Per Share
Net loss per share is provided in accordance with SFAS No. 128 “Earnings Per Share” (“SFAS 128”), codified into ASC 260. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period, after giving effect to dilutive common stock equivalents, such as stock options, warrants and convertible debt. The following is a summary of outstanding securities which have been excluded from the calculation of diluted net loss per share because the effect would have been anti-dilutive for the three months ending June 30, 2010 and 2009:

   
2010
   
2009
 
             
Common stock options
   
-
     
6,121,455
 
Common stock warrants
   
-
     
16,444,328
 
Convertible notes
   
68,000,000
     
9,532,700
 
Totals
   
68,000,000
     
32,098,483
 

Note 3 - Going Concern Considerations

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, during the quarter ended June 30, 2010, the Company incurred an operating loss from continuing operations before income taxes of $405,050, and used $128,101 of cash in operations. As of June 30, 2010, the Company had a working capital deficit of $2,611,962. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The future of the Company is dependent upon its ability to obtain equity and/or debt financing and ultimately achieving profitable operations from the development of its business segments. During the quarter ended June 30, 2010, the Company funded operations through debt offerings. Currently, the Company does not have any commitments or assurances for additional capital. The Company is currently attempting to settle debts and payables outstanding through negotiations. Subsequent to quarter end the Company, converted accrued liabilities of $694,763 and $775,000 in convertible notes to common stock and received $119,500 proceeds from the sale of common stock. In addition, they acquired Pro-Water which owns and operates an injection well disposal refinery in Duchesne, Utah, see Note 12 for additional information regarding these transactions. There can be no assurance that the revenue from future expected contracts or operations from current business will be sufficient enough for the Company to achieve profitability in its operations, and it is possible that additional equity or debt financing may be required to for the Company to continue as a going concern. The Company estimates it has current cash reserves sufficient to fund operations through December 31, 2010.

Note 4 – Property and Equipment

Property and equipment as of June 30, 2010 and March 31, 2010 consisted of the following:

   
June 30,
2010
   
March 31,
2010
 
Office equipment, computer software, and furniture and fixtures
 
$
55,217
   
$
55,217
 
Accumulated depreciation
   
(30,550
)
   
(27,789
)
Total
 
$
24,667
   
$
27,428
 

During the three months years ended June 30, 2010 and 2009, the Company recorded depreciation expense of $2,761 and $2,767, respectively.
 
 
F-5

 
 
Note 5 – Discontinued Operations

In late 2006, the Company commenced operations in the bottled energy drink and oxygenated water industry as OC Energy Drinks, as a division of the Company (“OC Energy”), and later transferred operations to a majority owned subsidiary of the Company.  The Company has discontinued investing in its energy drink line in order to focus its resources on the development of its sustainable environmental technologies and licensing its DynIX™ Technology.  Thus, during the fourth quarter of fiscal 2009, management decided to formally discontinue the operations of OC Energy. The Company is currently attempting to sell the assets, including intangible, but to date have been unsuccessful in finding a buyer.

Additionally, due to the shutdown of the Company’s Wyoming wastewater treatment plant in April 2009, management decided to formally discontinue the operations related directly to the Wyoming treatment plant. Initially, the plant had been classified as held for sale, however, during the fourth quarter of fiscal 2010 the Company re-evaluated the classification and determined that the plant and related direct operations should be classified as discontinued. The Company only included liabilities in discontinued operations in which would be expected to be transferred in the case the plant was disposed of. The Company is still currently trying to find a buyer for the plant. In accordance with ASC 360, OC Energy and the wastewater treatment plant’s financial results, including those discussed above have been classified as a discontinued operation in the consolidated financial statements for all periods presented.

The financial results of OC Energy and the wastewater plant included in discontinued operation are as follows for the three months ended June 30:

   
2010
   
2009
 
Product sales
 
$
-
   
$
4,800
 
Water treatment royalties
   
-
     
57,739
 
Income taxes
   
-
     
-
 
Income (Loss) from discontinued operations after income taxes
 
$
2,875
   
$
(59,119
)

The following is the combined condensed balance sheets of OC Energy and the wastewater treatment plant as of June 30, 2010 and March 31, 2010:

   
June 30,
2010
   
March 31,
2010
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
410
   
$
410
 
Other current assets
   
3,094
     
3,094
 
Total current assets
   
3,503
     
3,503
 
Assets held for sale
   
30,000
     
30,000
 
Other assets
   
-
     
-
 
Total assets
 
$
33,503
   
$
33,503
 
                 
Liabilities
               
Current liabilities:
               
Accounts payable
 
$
30,738
   
$
37,168
 
Accrued expenses
   
200,000
     
200,000
 
Total liabilities
 
$
230,738
   
$
237,168
 

Management believes there are no contingent liabilities related to discontinued operations.
 
Note 6 – Certain Balance Sheet Elements

Other Assets

At June 30, 2010 and March 31, 2010, the Company had deposits with various vendors of $10,321.
 
 
F-6

 

Accrued Liabilities

At June 30, 2010 and March 31, 2010, the Company had accrued expenses as follows:

   
June 30,
2010
   
March 31,
2010
 
Accrued interest
 
213,832
   
 $
182,093
 
Other
   
343,792
     
361,116
 
Total
 
$
557,624
   
$
543,209
 

Note 7 – Notes Payable
 
Note Payable to Vendor

On January 29, 2008, the Company  issued a promissory note to a vendor in settlement of $780,500 in accounts payable. The vendor manufactured and installed the Company’s water treatment facility.  The note bears interest at 10% per annum with a one time default penalty of 10% of the principal balance, and is secured by the Company’s contract with Yates Petroleum Corporation and the equipment that was manufactured by the vendor.  The note calls for an initial payment of $270,000 due on February 1, 2008 with monthly principal payments of $100,000 due each month until paid off.  The Company did not make its April 2008 payment and any payments thereafter and is currently in default on this note.  The balance due on this note at June 30, 2010 and March 31, 2010 was $410,500. In addition, the Company has accrued interest and penalties of $137,974 and $127,739 at June 30, 2010 and March 31, 2010, respectively.

MOU Note Payable

On December 17, 2008, the Company issued a promissory note in connection with the MOU to purchase its water treatment plant.  The funds were used for operations.  The note bears interest at 10% with a default rate of 18% and is to be drawn on in two advances, one for $45,000 and the other for $30,000.  The sale was never completed and the note matured on March 8, 2009.   As of June 30, 2010, the note is in default and interest is being accrued at the default rate. The Company has not elected to draw the additional $30,000.
 
Convertible Notes Payable to Horst Geicke

In April and September 2008, the Company entered into note agreements with an accredited investor and shareholder for proceeds totaling $150,000.  The notes are due on demand, incur interest at 11% and are convertible into 15,000,000 shares of Series A Preferred Stock. As of June 30, 2010 and March 31, 2010, the notes were outstanding and accrued interest recorded in accrued liabilities related to this note was $34,624 and $30,511, respectively.  On the date of issuance, the Company determined that the since the conversion price given to the holder, effective conversion rate of $0.025, was significantly less than the fair value of the Company’s common stock per the closing market price, a beneficial conversion feature was present. The Company valued the beneficial conversion feature as of the date of issuance in the amount of $390,000, and recorded the maximum discount allowed of $150,000 against the notes. The discount was immediately amortized to interest expense as the note was due on demand and convertible upon issuance. Subsequent to June 30, 2010, the note was converted into common stock, see Note 12. Thus, the balance of the note has been reflected as a long-term liability at June 30, 2010 and March 31, 2010.

In December 2009 and January 2010, the Company entered into note agreements with an accredited investor and shareholder for proceeds totaling $495,000.  The notes are due in one year, incur interest at 11% and are convertible into 49,500,000 shares of common stock. As of June 30, 2010, the notes were outstanding and accrued interest recorded in accrued liabilities related to these notes was $24,403.  On the date of issuance, the Company determined that the since the conversion price given to the holder, effective conversion rate of $0.01, was significantly less than the fair value of the Company’s common stock per the closing market price, a beneficial conversion feature was present. The Company valued the beneficial conversion feature as of the date of issuance in the amount of $1,040,000, and recorded the maximum discount allowed of $495,000 against the notes. During the three months ended June 30, 2010, $123,750 was amortized to interest expense with an unamortized discount $263,959 as of June 30, 2010. Subsequent to June 30, 2010, the note was converted into common stock, see Note 12. Thus, the balance of the note has been reflected as a long-term liability at June 30, 2010 and March 31, 2010.

In May 2010 and June 2010, the Company entered into note agreements with an accredited investor and shareholder for proceeds totaling $125,000.  The notes are due in one year, incur interest at 11% and are convertible into 12,500,000 shares of common stock. As of June 30, 2010, the notes were outstanding and accrued interest recorded in accrued liabilities related to these notes was $835.  On the date of issuance, the Company determined that the since the conversion price given to the holder, effective conversion rate of $0.01, was significantly less than the fair value of the Company’s common stock per the closing market price, a beneficial conversion feature was present. The Company valued the beneficial conversion feature as of the date of issuance in the amount of $735,000, and recorded the maximum discount allowed of $125,000 against the notes. During the three months ended June 30, 2010, $7,500 was amortized to interest expense with an unamortized discount $117,500 as of June 30, 2010.
 
 
F-7

 
 
Note 8 – Stockholders’ Deficit
 
Common Stock Issued for Accrued Liabilities to Related Parties and Consultants

On June 7, 2010, the Company issued 500,000 shares of its common stock to Grant King, the Company’s Chief Executive Officer interim CFO and Director, from its 2006 Incentive and Non Statutory Stock Option Plan in exchange for the conversion of $28,500 of unpaid and accrued compensation due to Mr. King.

On June 25, 2010, the Company issued 500,000 shares of its common stock to Grant King, the Company's Chief Executive Officer, interim CFO and Director, from its 2006 Incentive and Non Statutory Stock Option Plan in exchange for the conversion of $17,500 of unpaid and accrued compensation due to Mr. King.

Issuance of Common Stock for Services

During the three months ended June 30, 2010, the Company issued 1,586,240 shares of its common stock to a consultant who provides capital raising and operational services. The shares were value at $55,106, of which $30,000 offset accrued liabilities.

Series A Preferred Stock

As of June 30, 2010, proceeds of $110,500 remain for future issuances of Series A. The proceeds have been recorded as accrued liabilities as to date, the required Series A shares have not been issued. As of June 30, 2010, there are no shares of Series A outstanding as all have been converted into common stock.

Note 9 – Options and Warrants

Options

On May 3, 2006 and December 26, 2006, the Company’s Board of Directors adopted the 2006 and 2007 Incentive and Non-statutory Stock Option Plan (“2006 Plan”) for issuance of stock options to employees and others. Compensation expense for these plans recorded during the three months ended June 30, 2010 and 2009 was $747 and $40,802, respectively.

The following is a summary of activity of outstanding stock option activity for the three months ended June 30, 2010:
 
   
Number
 
   
of Shares
 
Balance, March 31, 2010
   
3,603,955
 
Options granted
   
-
 
Options exercised
   
-
 
Options cancelled or forfeited
   
-
 
         
Balance, June 30, 2010
   
3,603,955
 
 
Although management believes its estimate regarding the fair value of the services to be reasonable, there can be no assurance that all of the subjective assumptions will remain constant, and therefore the valuation of the services may not be a reliable measure of the fair value of stock compensation or stock based payments for consulting services.

Warrants

Effective April 1, 2009, the Company adopted the provisions of EITF 07-5, "Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”), codified into ASC 815. EITF 07-5 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. As a result of adopting EITF 07-5, 5,641,024 of our issued and outstanding common stock purchase warrants previously treated as equity pursuant to the derivative treatment exemption were no longer afforded equity treatment. Currently, these warrants have an exercise price of $0.78 and expire in May of 2013; however, these warrants have exercise price reset features in the event the Company issues common stock below the exercise price of the warrants.  During the three months ended June 30, 2010, the Company recorded an expense of $51,058 for the change in fair value of the warrant liability. As of June 30, 2010, the warrant liability was $144,700.
 
 
F-8

 
 
All future changes in the fair value of these warrants will be recognized currently in earnings until such time as the warrants are exercised or expire. These common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the Black-Scholes option pricing model using the following assumptions:
 
   
June 30,
 
March 31,
   
2010
 
2010
Annual dividend yield
   
-
     
-
 
Expected life in years
   
             2.92
     
             3.17
 
Risk-free interest rate
   
1.00%
     
2.55%
 
Expected volatility
   
246%
     
213%
 

Expected volatility is based primarily on historical volatility. Historical volatility was computed using weekly pricing observations for recent periods that correspond to the remaining life of the warrants. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. We currently have no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free interest rate is based on five-year U.S. Treasury securities.
 
The following is a summary of activity of outstanding common stock warrants for the three months ended June 30, 2010:

   
Number
 
   
Of Shares
 
       
Balance, March 31, 2010
   
16,846,464
 
Warrants granted
   
-
 
Warrants exercised
   
-
 
Balance, June 30, 2010
   
16,846,464
 

Note 10 – Commitments and Contingencies

Water Treatment Contracts

On June 25, 2007, the Company entered into contract with Yates Petroleum Corporation (“YPC”) to engineer, design, and install a water treatment system (“System”) of Coal Bed Methane (“CBM”) produced water provided by YPC. The Company owned and operated the System and regeneration waste pond.  In April 2009, due to the customers unwillingness to change the royalty rate under the contract the Company shut down the plant and subsequently cancelled the contract. The Company is currently exploring other options including the sale of the plant to other potential customers. See Note 5 for additional information.

YPC was named as a co-defendant in connection with a lawsuit filed by a vendor, which has been subsequently settled by the Company. In connection with this suit, YPC filed a cross-claim against the Company. YPC claims that the Company violated the contract and has damaged YPC. Specific liabilities mentioned relate to the non-payment of credits and reimbursed expenditures totaling $236,306, which are included in accrued liabilities on the accompanying balance sheet. The cross-claim requested that the court order the Company to provide a plan for the removal of the System and reimburse YPC for legal fees in connection with the lawsuit filed against them. YPC moved to receive a summary judgment, in August 2010 the motion was denied and has been assigned to mediation. As of June 30, 2010, the Company has only accrued items discussed in the preceding paragraph.

Note 11 – Related Party Transactions

As of June 30, 2010, amounts due to Grant and Mark King’s contracted employment were $263,388, which are included in long-term accrued liabilities on the accompanying balance sheet.  See Note 12 for issuance of common stock in settlement of amounts payable subsequent to year end.
 
During the fiscal year ended March 31, 2008, the Company issued a purchase order to Catalyx for the purchase of resin, at the approximate cost of $756,000, needed for the operation of the Company’s wastewater treatment plant in Wyoming. Catalyx is partially owned by Juzer Jangbarwala, a former Company Director and Chief Technology Officer. In addition, from time to time Catalyx has paid for various costs related to the wastewater treatment plant on behalf of the Company, for which the Company has reimbursed Catalyx.  As of June 30, 2010 and March 31, 2010, amounts due to Catalyx included in accounts payable were $280,000.
 
In July 2007, the Company entered into a lease agreement with Catalyx Engineering, Inc. (“CEI”), a company that is owned in part by Juzer Jangbarwala, a former Company Director and Chief Technology Officer, to sub-lease approximately 7,000 square feet to serve as its corporate office in Anaheim, California. The Company has since moved. As of June 30, 2010 and March 31, 2010, the Company has included $7,200 in accounts payable for rental payments due to CEI.
 
The Company utilized CEI for engineering services related to the design and construction of its water treatment plant in Wyoming.  As of June 30, 2010 and March 31, 2010, amounts due to CEI included in accounts payable were $23,803.
 
 
F-9

 
 
Note 12 – Subsequent Events

Acquisition of Pro-Water LLC

On July 7, 2010, the Company entered into an agreement to acquire Pro-Water LLC, a Colorado limited liability company with its sole equity member Metropolitan Real Estate LLC, a New York limited liability company. Pro-Water owns and operates an injection well disposal refinery in Duchesne, Utah.  The Company acquired Pro-Water to expand its water processing services. Under the terms of the Agreement, the Company acquired 100% of the equity of Pro-Water from its sole member, and Pro-Water will become a wholly-owned subsidiary of the Registrant in exchange for the payment of 20,000,000 shares of the Company’s restricted common stock, a secured convertible promissory note payable quarterly over the period of one year from the closing date in the amount of $2.0 million, with an interest rate of 5% and a conversion feature at the option of the holder into shares of the Company’s common stock at a price of $0.10 per share, and the assumption of Pro-Water debts.  Metropolitan Real Estate LLC is an entity controlled by Horst Franz Geicke, a significant shareholder of the Company. The Company is currently determining the impact of the acquisition on its financial statements. It has not been determined if the acquisition will be accounted for as a forward or reverse acquisition due to the significant holdings by Horst Franz Geicke in both entities. The Company is currently working on preparing the audited financials and pro-forma financial statements of Pro-Water.

On July 12, 2010, the terms of the acquisition were amended whereby the number of shares of common stock paid for Pro-Water was increased to 33,333,333 (from 20,000,000), and the conversion rate of the $2,000,000 related secured convertible promissory note, which previously all converted at $0.10 at the option of the holder, such amended to so that $1,600,000 of the note may be converted at $0.20 per share and $400,000 may be converted at $0.025 per share.

Conversion of Convertible Notes Payable and Accrued Liabilities

On July 7, 2010, the Company and Horst Franz Geicke, a shareholder of the Company, entered into an amendment to an existing unsecured convertible short term loan facility dated January 5, 2010 pursuant to which the Company borrowed $150,000 from Mr. Geicke.  The amendment raised the conversion price of the note from $0.01 to $0.025 and Mr. Geicke waived the Company’s obligation of repayment of any interest due on the note. On July 7, 2010, the note was converted into 6,000,000 shares of the Company’s common stock. The Company is currently determining the impact, if any, of the modification to the conversion price.

In addition on July 7, 2010, $625,000 of additional notes payable to Horst Franz Geicke were converted in to 25,000,000 shares of the Company’s common stock at a rate of $0.025 per share. Previously the notes were convertible at $0.01.  The Company is currently determining the impact, if any, of the modification to the conversion price.

On July 7, 2010, the Company issued 14,000,000 shares of its common stock to Grant King, the Company’s Chief Executive Officer and Director in exchange for the conversion of $357,000 of unpaid, accrued and other compensations due to Mr. King. As of March 31, 2010, amounts of $269,637 have been reflected as a long-term liability due to the subsequent conversion.

On July 7, 2010, the Company issued 9,750,000 shares of its common stock to Bob Glaser, an Officer and Director in exchange for the conversion of $248,625 of unpaid and accrued compensation due to Mr. Glaser. All amounts have been reflected as long-term as of March 31, 2010 due to the subsequent conversion.

On July 7, 2010, the Company issued 7,000,000 shares of its common stock to Keith Morlock, an Officer and Director in exchange for the conversion of $178,500 of unpaid and accrued compensation due to Mr. Morlock. All amounts have been reflected as long-term as of March 31, 2010 due to the subsequent conversion.

On July 7, 2010, the Company issued 500,000 shares of its common stock as compensation for past legal services of $12,500 to a third party consultant.

On July 8, 2010, the Company issued 1,000,000 shares of its common stock to Grant King, the Company’s Chief Executive Officer interim CFO and Director, from its 2006 Incentive an Non Statutory Stock Option Plan in exchange for the conversion of $59,800 of unpaid and accrued compensation due to Mr. King.
 
General

On July 7, 2010, a majority of the Company’s shareholders, in the form of a written consent authorized: the amendment of the Company’s Amended and Restated Articles of Incorporation to: (a) change the name of the Company to Sustainable Environmental Technologies Corporation; and (b) increase the authorized number of shares of common stock to 300,000,000; (2) and approve the adoption of the Company’s 2010 Incentive and Nonstatutory Stock Option Plan, which reserves twenty million (20,000,000) shares of the Company’s common stock for issuance as stock options and grants to qualified recipients. 

On July 29, 2010, the Company changed its name to Sustainable Environmental Technologies Corporation.
 
Common Stock Issued For Cash

During the period from July 1, 2010 through August 16, 2010, the Company received proceeds totaling $119,500 resulting in the commitment to issue 2,480,000 shares of common stock.  As of the date of filing, the Company has not issued any of the shares.
 
 
F-10

 
 
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words "may," "could," "estimate," "intend," "continue," "believe," "optimistic," "plan," "aim," "will," "likely," "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
 
 
Increased competitive pressures from existing competitors and new entrants;
 
Deterioration in general or regional economic conditions;
 
Adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
 
Ability to grow business in DynIX wastewater treatment technology, and meet or exceed its return on shareholders’ equity target, which will depend on the Company’s ability to manage its capital needs and the effect of business and/or acquisitions;
 
If acquisitions are made, the costs and successful integration of acquisitions;
 
Barriers in trade with foreign countries or tariff regulations and other United States and foreign laws;
 
Loss of customers or sales weakness;
 
Effect of environmental regulations in the field of wastewater treatment associated with coal bed methane mining;
 
Inability to achieve future sales levels or other operating results;
 
Ability to locate suitable new products for distribution within our business sector, and retain licensing rights to such new products on acceptable terms;
 
The continuation of favorable trends, including the drop in affordable potable water globally;
 
Outcomes and costs associated with litigation and potential compliance matters;
 
Inadequacies in the Company’s internal control over financial reporting, which could result in inaccurate or incomplete financial reporting;
 
Dilution to Shareholders from convertible debt or equity financings;
 
Loss of key management or other unanticipated personnel changes;
 
The unavailability of funds for capital expenditures; and
 
Operational inefficiencies in distribution or other systems.

The following discussion should be read in conjunction with the historical financial statements and related notes thereto of Sustainable Environmental Technologies Corporation including Form 10-K as of March 31, 2010.
 

 
 
F-11

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with "Selected Financial Data" and our financial statements and related notes appearing elsewhere in this quarterly report.  This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under "Risk Factors" in our prior SEC filings and elsewhere in this quarterly report.

OVERVIEW

Sustainable Environmental Technologies Corporation

On July 29, 2010, the Company changed its name to Sustainable Environmental Technologies Corporation (“SET Corp”).

SET Corp

SET Corp is a water and wastewater treatment engineering and construction company headquartered in Southern California (see below for the subsequent acquisition of Pro-Water LLC (“Pro-Water”) on July 7, 2010). Current and future services include, and are expected to include, innovative technologies, water and wastewater engineering, construction and construction management, start-up, operation and maintenance services, and equipment manufacturing for industrial and municipal sectors. Areas of expertise include sustainable technologies specializing in water treatment and distribution, wastewater collection, treatment, and disposal/reclamation associated with coal-bed mining (CBM) and other energy producing industries, including petroleum. At fiscal year end and at the subsequent time of acquisition of Pro-Water, the Company did not have any open contracts or current sources of revenue. SET Corp has several proprietary technologies, and currently its primary technology is branded DynIX™, which is an ion based set of processes for wastewater treatment that can be paired with other technologies to provide significant economic savings, through the reduction of waste.
 
Pro-Water Injection Well
 
On July 7, 2010, the Company acquired Pro-Water LLC (“Pro-Water”). Pro-Water owns and operates an injection well disposal refinery in Duchesne, Utah.  The Company acquired Pro-Water to expand its water processing services. Through Pro-Water’s Blue Bench Deep Injection Well (“DIW”), Pro-Water has an established customer base that is currently generating positive monthly cash flows.  Furthermore since January of this year, business at the DIW well has steadily increased as local governments increase regulations and restrictions for disposing produced water, the DIW’s will remain one of the few, if not the only, available methods for disposing produced water in the near future.

The DIW sits on 10 acres and plans are being prepared for a research and development laboratory.  Pro-Water will utilize this laboratory to efficiently test, develop and implement its technologies.  This steady stream of produced water, from various customers allows the development and testing of technologies without the disadvantages of relaying on single third party producers, which negatively affected the operations of our Wyoming plant.

Plant.DynIX™ Technology
 
The Company, under the name SET Corp, manufactures plants that utilize its proprietary (DynIX™) wastewater treatment technology, based on an ion-exchange process for the treatment and reclamation of produced water. The DynIX™ Technology removes sodium and other pollutants from produced water allowing it to be returned to the environment within local, state and federal environmental compliance regulations. The successful removal of the treated produced water in turn allows energy companies to harvest and sell methane, gas and oil associated with such fields. The Company receives a royalty from the customer for every barrel of water treated and purified.

In April of 2008, we constructed and successfully tested its first plant in Wyoming in connection with an agreement with Yates Petroleum, Inc. This agreement is structured on a “build, own and operate” economic model whereby we provided a “turnkey” plant to Yates Petroleum and charges a royalty per barrel of cleaned wastewater. The Company received a fixed royalty for every barrel of waste water treated and purified and maintained ownership of the equipment under a five year contract.  After unsuccessfully attempting to negotiate a higher royalty rate, the Company decided to shut the plant down until a buyer could be found.  Subsequent to this, Yates Petroleum, Inc. cancelled its agreement with the Company. To date a buyer has not been found and the plant has been reflected as discontinued operations.

Recently, the Company has changed its strategy from solely a build to sell manufacturing environment to include a royalty based model whereby the Company would license its DynIX™ Technology to achieve royalty income.  The Company has proposals in various stages; however, currently there are no signed agreements.

 
2

 

Prior Company Businesses

Prior to its current business in wastewater treatment in the energy arena, and since its inception, the Company, under prior management teams, was involved in several businesses and engaged in various air to water, energy drink, nutraceutical, and other consumer, retail and commercial ventures, all of which have been abandoned to more fully focus on the development of environmental technologies.

In particular, in late 2006, the Company commenced operations in the bottled energy drink and oxygenated water industry as OC Energy Drink.  The Company has discontinued investing in its energy drink line in order to focus its resources on the development of its sustainable environmental technologies and licensing its DynIX™ Technology. Thus, the OC Energy Drink operations are reflected as discontinued operations since the fourth quarter of 2009.

RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED JUNE 30, 2010 AND 2009.

The following table summarizes the results of continuing operations and balance sheet amounts of the Company for the periods and dates shown:

   
Three Months Ended June 30,
 
   
2010
   
2009
 
INCOME STATEMENT DATA
           
Loss from operations
 
$
(190,328
)
 
$
(251,116
)
Net loss from continuing operations
 
(405,050
)
 
 $
(182,124
)
Net loss
 
$
(402,175
)
 
$
(241,243
)
Net loss per weighted average common share
 
$
(0.00
)
 
$
(0.00
)
                 
 
   
As of
   
As of
 
   
June 30, 2010
   
March 31, 2010
 
BALANCE SHEET DATA
               
Total assets
 
$
113,858
   
$
123,937
 
Total liabilities
 
$
3,890,925
   
$
3,725,081
 
Stockholders' deficit
 
$
(3,777,067
)
 
$
(3,601,144
)
 
 
 
 
 
3

 
 
TOTAL OPERATING EXPENSES
 
   
For the quarter ended June 30,
   
Increase/(Decrease)
 
   
2010
   
2009
   
$
     
%
 
 
Total Operating Expenses
 
$
190,328
   
$
251,116
   
$
(60,788
   
(24%)
 

Total operating expenses include management and administrative personnel costs (including non-cash stock-based compensation), corporate office costs, accounting fees, legal expense, information systems expense, and product marketing and sales expense. The decrease in total operating expenses in the quarter ended June 30, 2010 as compared to the quarter ended June 30, 2009 was primarily the result of decreases in salaries and wages, consulting and stock based compensation.

DISCONTINUED OPERATIONS
 
   
For the quarter ended June 30,
   
Increase/(Decrease)
 
   
2010
   
2009
   
$
     
%
 
 
Discontinued Operations
 
$
2,875
   
$
(59,119
)
 
$
(61,994
   
(105%)
 
 
The Company realized a gain from discontinued operations for the quarter ended June 30, 2010 as compared to the quarter ended June 30, 2009 due relatively low administrative expenses as compared to the quarter ended June 30, 2009.
 
 LIQUIDITY AND CAPITAL RESOURCES

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities and other commitments in the normal course of business. The report of our independent auditors contains an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern as a result of recurring losses and negative cash flows. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary if we are unable to continue as a going concern.

As shown in the accompanying financial statements, during the quarter ended June 30, 2010, the Company incurred an operating loss from continuing operations before income taxes of $405,050, and used $128,101 of cash in operations. As of June 30, 2010, the Company had a working capital deficit of $2,611,962. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company’s principal sources of liquidity consist of cash and cash equivalents and the issuance of equity and/or debt securities. In addition to funding operations, the Company’s principal short-term and long-term liquidity needs have been, and are expected to be, the debt service requirements of its notes payable, capital expenditures and general corporate expense expenses. The Company does not have any operating segments and is seeking alternative operational opportunities. As of June 30, 2010, the Company had cash and cash equivalents of $35,630 and liabilities outstanding of $3,890,925.

The Company believes that its existing sources of liquidity, along with cash expected to be generated from the issuance of debt and equity securities, will be sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements through December 31, 2010. The future of the Company is dependent upon its ability to obtain equity and/or debt financing and ultimately achieving profitable operations from the development of its business segments. During the quarter ended June 30, 2010, the Company funded operations through debt offerings. Currently, the Company does not have any commitments or assurances for additional capital.  In order to fund capital expenditures or increase working capital above the current plan, or complete any acquisitions, the Company may seek to obtain additional debt or equity financing. However, the Company cannot provide assurance that such financing will be available to it on favorable terms, or at all. If, after utilizing the existing sources of capital available to the Company, further capital needs are identified and the Company is not successful in obtaining the financing, it may be forced to curtail its existing or planned future operations.
 
 
4

 
 
OPERATING ACTIVITIES

Cash used in operating activities during the three months ended June 30, 2010 were $128,101.  The primary use of operating cash was to pay consultants and salaries and wages. This was the result of a net loss of $402,175 offset by non-cash and non-operating items (depreciation, stock-based compensation, change in fair value of warrant liability, stock issued for services, and interest expense from the amortization of debt discounts) totaling $210,322 and net changes in current assets and liabilities of $63,752.

INVESTING ACTIVITIES

There were no investing activities during the three months ended June 30, 2010.

FINANCING ACTIVITIES

Financing cash flows during the three months ended June 30, 2010, amounted to $125,000 and consisted entirely of a loan from an investor.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

The methods, estimates, and judgment we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. The SEC has defined “critical accounting policies” as those accounting policies that are most important to the portrayal of our financial condition and results, and require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based upon this definition, our most critical estimates relate to the fair value of warrant liabilities.  We also have other key accounting estimates and policies, but we believe that these other policies either do not generally require us to make estimates and judgments that are as difficult or as subjective, or it is less likely that they would have a material impact on our reported results of operations for a given period. For additional information see Note 2, “Summary of Significant Accounting Policies” in the notes to our reviewed financial statements appearing elsewhere in this quarterly report and our annual audited financial statements appearing on Form 10-K. Although we believe that our estimates and assumptions are reasonable, they are based upon information presently available, and actual results may differ significantly from these estimates.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk – N/A

Item 4T. Controls and Procedures

Disclosure Controls and Procedures

As required by SEC Rule 13a-15 or Rule 15d-15, our Chief Executive and Principal Accounting Officers carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  In the course of this evaluation, our chief executive officer and principal accounting  officer concluded that our disclosure controls and procedures were not effective in ensuring that material information relating to the Company required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the Principal Accounting officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
 
5

 
 
Changes in Internal Control Over Financial Reporting

Pursuant to Rule 13a-15(d) or Rule 15d-15(d) of the Exchange Act, our management, with participation with the Company’s Chief Executive and Principal Accounting Officers, is responsible for evaluating any change in the company's internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act), that occurred during each of the issuer's fiscal quarters that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

Based on the foregoing evaluation, the Company has concluded that there was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  The Company continues to have material weaknesses in its internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In connection with lawsuit brought by Yates Petroleum ("Yates") against the Company in the District Court of Johnson County, Wyoming (Case no. CV-2008-0102), as discussed in the Company's prior SEC filings, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2010, on August 2, 2010, Yates' motion to continue hearing on summary judgment was denied, and the Company's motion for alternative dispute resolution was granted. The case has been set for non-binding mediation at a time and place to be determined by the parties.

Other than the foregoing, the Company is not aware of any litigation, either pending or threatened.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.
 
Item 4. [Removed and Reserved]

None.

Item 5. Other Information

Compensatory Arrangements of Certain Officers

On July 7, 2010, the Board of Directors granted to Grant King, our Chief Executive Officer and interim Chief Financial Officer, a restricted stock bonus award of 3,480,000 shares of our common stock.

Item 6. Exhibits.

The following Exhibits are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q:
 
Exhibit
Number
 
Description of Document
31.1
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
31.2
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act
32.2
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act


 
6

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Sustainable Environmental Technologies Corporation

Signature
Title
Date
     
   /s/ Grant King                                     
   
Grant King
Chief Executive Officer
August 16, 2010
     
   /s/ Grant King                                     
   
Grant King
Principal Accounting Officer
August 16, 2010
 
 
 
 
 
 
 
 
 
7