Attached files

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EX-4.2 - CONVERTIBLE PROMISSORY NOTE - SOLAR WIND ENERGY TOWER, INC.cleanwind_8k-ex0402.htm
EX-4.3 - AMENDMENT NO. 1 TO THE CONVERTIBLE PROMISSORY NOTE - SOLAR WIND ENERGY TOWER, INC.cleanwind_8k-ex0403.htm
EX-4.1 - SECURITIES PURCHASE AGREEMENT - SOLAR WIND ENERGY TOWER, INC.cleanwind_8k-ex0401.htm


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): October 3, 2011

CLEAN WIND ENERGY TOWER, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-53035
82-6008752
(State of Other Jurisdiction of
Incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

1997 Annapolis Exchange Pkwy., Suite 300
Annapolis, Maryland  21401
 (Address of principal executive offices)

(410) 972-4713
 (Registrant's telephone number, including area code)
 
Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York  11570
Phone: (516) 833-5034
Fax: (516) 977-1209

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 (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
  
Item 1.01 
Entry Into A Material Definitive Agreement
Item 2.03 
Creation of a Direct Financial Obligation
Item 3.02 
Unregistered Sales of Equity Securities
 
On October 3, 2011, Clean Wind Energy Tower, Inc. (the “Company”) entered into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), for the sale of an 8% convertible note in the principal amount of $32,500 (the "Note").  The financing closed on October 6, 2011.

The Note bears interest at the rate of 8% per annum.  All interest and principal must be repaid on July 5, 2012.  The Note is convertible into common stock, at Asher’s option, at a 69% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion.  In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 120 days thereafter, (ii) 145% if prepaid 121 days following the closing through 150 days following the closing and (iii) 150% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.   

Asher has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.   The total net proceeds the Company received from this Offering was $32,500.
  
The  Company  claims an  exemption  from the  registration  requirements  of the Securities  Act of 1933,  as amended  (the "Act") for the private  placement  of these  securities  pursuant  to  Section  4(2) of the Act  and/or  Regulation  D promulgated  there under since,  among other  things,  the  transaction  did not involve a public  offering,  Asher is an accredited  investor, Asher had access to information about the Company  and their  investment,  Asher  took the  securities  for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

In addition, on September 27, 2011, the Company and Asher amended the convertible note dated July 27, 2011 in the amount of $45,000 issued to Asher to increase the discount on the conversion price to 69%.

Item 9.01 
Financial Statements and Exhibits

(c) Exhibits.
                       
Exhibit
Number      
 
Description
4.1
 
Securities Purchase Agreement by and among the Company and the Asher Enterprises, Inc., dated October 3, 2011
     
4.2
 
Convertible Promissory Note issued to Asher Enterprises, Inc.
     
4.3   Amendment No. 1 to the Convertible Promissory Note dates September 27, 2011
 
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.
 
 
CLEAN WIND ENERGY TOWER, INC.
 
       
Date:  October 7, 2011 
By:
/s/ Ronald W. Pickett
 
   
Ronald W. Pickett
CEO President and Chairman