Pacific Clean Water Technologies, Inc. - FORM 10-K/A - February 20, 2013

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EX-31.2 - EX.31.2 - Pacific Clean Water Technologies, Inc.ex312.htm
EX-31.1 - EX 31.1 - Pacific Clean Water Technologies, Inc.ex311.htm
EX-32.1 - EX 32.1 - Pacific Clean Water Technologies, Inc.ex321.htm

U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(Amendment #2)
(Mark One)

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended January 31, 2012

[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from ___________ to _____________

Commission File Number: 000-54392

PACIFIC CLEAN WATER TECHNOLOGIES, INC.

(Name of small business issuer as specified in its charter)

Delaware
27-1662208
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
650 N. Rose Drive #607
Placentia, CA 92870
________________________________________________________________________
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:
(714) 809-7881
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.0001 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. No [X]

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No [X]

Note – Checking in the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act form their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 shorter period that the registrant was required to submit and post such files). Yes [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
(Do not check if 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 [ X ]

As of April 9, 2012, the registrant had 3,000,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established.

Note - If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliate may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of April 9, 2012, the registrant had 3,000,000 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATE BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to securities holders for fiscal year ended December 24, 1980).
 
 

Explanatory Note

This Report on Form 10-K (A/2) is being filed solely for the purpose of filing an amended Report of Independent Registered Public Accounting Firm to correct a typographical error. No other changes to the Report on Form 10-K filed on April 10, 2012, have been made.
 
 
 
 
 
 
Item 8. Financial Statements and Supplementary Data.
 


PLS CPA, A PROFESSIONAL CORPORATION
t 4725 MERCURY STREETR #210 t SAN DIEGO t CALIFORNIA 92111t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979
t E-MAIL changgpark@gmail.comt






Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Unseen Solar, Inc.

We have audited the accompanying balance sheets of Unseen Solar, Inc. (A Development Stage “Company”) as of January 31, 2012 and 2011 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended January 31, 2012 and 2011, and for the period from January 8, 2010 (inception) to January 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Unseen Solar, Inc. as of January 31, 2012 and 2011, and the result of its operations and its cash flows for the years ended January 31, 2012 and 2011, and for the period from January 8, 2010 (inception) to January 31, 2012 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ PLS CPA
____________________
PLS CPA, A Professional Corp.

April 10, 2012
San Diego, CA. 92111



Registered with the Public Company Accounting Oversight Board


 
 
 


Western Water Consultants, Inc.
 Balance Sheets
   
December 31,
    
December 31,
  
   
2011
    
2010
  
ASSETS
            
Current assets:
            
 Cash
   $ 43,626     $ 22,749  
 Trade receivables, net of $0 allowance for doubtful accounts
     349,551       250,180  
 Other
     1,090       290  
                 
       Total current assets
     394,267       273,219  
                 
  Property, Plant and Equipment, net of accumulated depreciation of $72,262 and $52,152
     96,068       103,050  
                 
   Total Assets
     490,335       376,269  
                 
     LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                 
Current Liabilities:
                
                 
 Accounts Payable
   $ 130,320     $ 252,256  
 Accrued Liabilities
     6,967       12,569  
 Deferred tax liability
     19,131       -  
 Line of credit
     62,022       88,510  
 Obligations under capital leases - short term
     26,067       26,066  
                 
   Total current liabilities
     244,507       379,401  
                 
 Obligations under capital leases - long term
     54,247       76,162  
                 
 Total Liabilities
     298,754       455,563  
                 
Stockholders' equity
                
  Common stock, 1,000,000 shares authorized
   100,000 issued and outstanding
     5,000       5,000  
 Accumulated earnings/(deficit)
     186,581       (84,294 )
                 
 Total shareholders' equity (deficit)
     191,581       (79,294 )
                 
 Total liabilities and shareholders' equity
     490,335       376,269  
 
See accompanying notes to the financial statements.


 
 
 
 

 
Western Water Consultants, Inc.
Statements of Operations
 
 
   
Years Ended December 31,
  
   
2011
    
2010
  
             
Revenue
            
 Total Revenues
$
 2,290,463
  
$
 1,648,289
  
             
 Cost of sales
  
1,336,404
    
1,076,390
  
             
 Gross profit
  
954,059
    
571,899
  
             
Operating expenses
            
 Selling, General and Administrative
  
638,198
    
594,588
  
 Depreciation and Amortization expense
  
15,462
    
9,973
  
 Total operating expenses
  
653,660
    
604,561
  
             
Net operating income (loss)
  
300,399
    
(32,662
)
Other (Expense):
            
Interest Expense
  
(10,393
)
  
(11,923
)
             
Net income (loss) before income taxes
  
290,006
    
(44,585
)
             
Income Tax Expense
  
(19,131
)
  
-
  
             
Net Income (Loss)
$
 270,875
  
$
 (44,585
)
             
Basic and diluted income (loss) per share
$
 2.71
  
$
 (0.45
)
             
Basic and diluted weighted average common shares outstanding
  
100,000
    
100,000
  
 
See accompanying notes to the financial statements.




 
 
 


Western Water Consultants, Inc.
 Statements of Stockholders' Equity
 
   
Common Stock
    
Accumulated
        
               
Earnings /
        
   
Shares
    
Amount
    
(Deficit)
    
Total
  
                         
Balance, December 31, 2009
  
100,000
  
$
 5,000
  
$
 (39,709
)
$
 (34,709
)
                         
Net loss
  
-
    
-
    
(44,585
)
  
(44,585
)
                         
Balance, December 31, 2010
  
100,000
    
5,000
    
(84,294
)
  
(79,294
)
                         
Net income
  
-
    
-
    
270,875
    
270,875
  
                         
Balance, December 31, 2011
  
100,000
  
$
 5,000
  
$
 186,581
  
$
 191,581
  
 
See accompanying notes to the financial statements.

 
 
 


Western Water Consultants, Inc.
Statements of Cash Flows

   
Years Ended December 31,
  
   
2011
    
2010
  
             
             
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net income (loss)
$
 270,875
  
$
 (44,585
)
Adjustments to reconcile net loss to net cash
 provided by financing activities Depreciation expense
  
20,110
    
- 13,952
  
Changes in operating assets and liabiliities
            
 Accounts receivable
  
(99,371
)
  
(114,376
)
 Prepaid expenses and other current assets
  
(800
)
  
-
  
 Accounts payable
  
(121,936
)
  
197,113
  
 Deferred tax liability
  
19,131
    
-
  
 Interest expense incurred under capital lease
  
4,152
    
3,306
  
 Accrued liabilities
  
(5,602
)
  
6,197
  
             
Cash provided by operating activities
  
86,559
    
61,607
  
             
CASH FLOWS FROM INVESTING ACTIVITIES
            
 Purchase of fixed assets
  
(39,194
)
  
(17,378
)
             
CASH FLOWS FROM FINANCING ACTIVITIES
            
 Net payments on line of credit
  
(26,488
)
  
(43,695
)
             
NET INCREASE (DECREASE) IN CASH
  
20,877
    
534
  
             
 Cash and cash equivalents, beginning of period
  
22,749
    
22,215
  
 Cash and cash equivalents, end of period
$
 43,626
  
$
 22,749
  
             
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
            
 Cash paid for interest
$
 10,461
  
$
 12,026
  
             
Non-cash investing and financing activities:
            
 Fixed assets acquired under capital lease
$
 -
  
$
 116,300
  
See accompanying notes to the financial statements.

 
 
 

Item 15. Exhibits, Financial Statement Schedules.
 

 
Statements
        
         
Report of Independent Registered Public Accounting Firm
        
         
Schedules
        
         
All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.
         

 
Exhibit
Form
Filing
Filed with
Exhibits
#
Type
Date
This Report
         
Articles of Incorporation
3.1
S-1
3/10/2010
  
         
Bylaws
3.2
S-1
3/10/2010
  
         
Certification of Craig S. McMillan pursuant to Rule 13a-14(a)
31.1
    
X
         
Certification of Steve W. Roussin pursuant to Rule 13a-14(a)
31.2
    
X
         
Certifications of Craig S. McMillan and Steve W. Roussin pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1
    
X


 
 
 

Western Water Consultants Inc.
 Notes to Financial Statements
 For The Years Ended December 31, 2010 and 2011

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Western Water Consultants Inc. (“we”, “our” or the “Company”) is a California corporation engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries. The company institutes programs that help conserve water use, energy use, and capital equipment costs.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

CASH AND CASH EQUIVALENTS

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. No allowance has been recorded as of 2010 and 2011.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed utilizing the straight-line method over the estimated economic life of five to ten years. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and betterment to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. No impairment has been recorded as of 2010 and 2011.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments are recorded at fair value in accordance with the standard for “Fair Value Measurements codified within ASC 820”, which defines fair values, establishes a three level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measurements:

 • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical asset or liabilities in active markets.
 • Level 2 – inputs to the valuation methodology include closing prices for similar assets and liabilities in active markets, and inputs that are observable for the assets and liabilities, either directly, for substantially the full term of the financial instruments.
 • Level 3 – inputs to the valuation methodology are observable and significant to the fair value.

REVENUE RECOGNITION

Revenue is generated through the sale and shipment of customer orders. Revenues are recognized when all of the following have been met:

     o    Persuasive evidence of an arrangement exists;

     o    Delivery or service has been performed;

     o    The customer's fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties

     o    Collectability is probable.

INCOME TAXES

The Company has elected under the provisions of the Internal Revenue Code to be an “S” Corporation. As a result, earnings and losses of the Company are passed through to its stockholders for federal tax purposes.

Deferred tax assets and liabilities are recognized for the estimated future California state income tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

We have net state operating loss carryforwards available to reduce future state taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established.

CONCENTRATION OF CREDIT RISK

The Company maintains its cash and cash equivalents in various financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company performs ongoing evaluations of these institutions to limit concentration risk exposure.

INCOME (LOSS) PER SHARE

Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2011 and 2010, diluted net income or loss per share is equivalent to basic net income or loss per share.

RECENT ACCOUNTING PRONOUNCEMENTS

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position, or cash flow.
 
NOTE 3 - RELATED PARTY TRANSACTIONS

The Company currently has no related party transactions.

NOTE 4 - STATE INCOME TAXES

The Company uses the liability method, where deferred California state income tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception through 2010, the Company incurred net losses which were used to offset income tax in 2011. During 2011, the Company incurred a $19,131 deferred state income tax liability, calculated at statutory rates with no significant permanent differences between statutory and actual rates. Substantially all of this timing difference is due to the differences caused by using the cash method of accounting for tax purposes.

NOTE 5 - OBLIGATIONS UNDER CAPITAL LEASE

The Company purchased two vehicles in 2010 for $116,300. These vehicles were financed over 5 years at a 4.5% interest rate. Interest expense related to the capital leases total $3,305 and $4,152, total lease obligations are $102,228 and $80,313, and cash paid for the leases are $17,378 and $26,066 for 2010 and 2011, respectively.

NOTE 6 - LINE OF CREDIT

The Company has an outstanding line of credit with two banking institutions for a maximum credit line of $98,000 and $85,000, interest rate of 6% and 6.63%, and payment on cash advances due at the end of every month. Outstanding line of credit totals $62,022 and $88,510 as of 2011 and 2010 respectively.

NOTE 7 - STOCKHOLDERS' EQUITY

During 2011 and 2010, the Company had no stock transactions. The $5,000 in common stock represents contributions made at inception by the two Board members. Each board member was issued 50,000 common shares for their contributions at inception on January 27, 2004.

NOTE 8 - MAJOR CUSTOMERS AND VENDORS

During 2011, the Company had 4 customers which accounted for 89% of total revenues. The Company also had 3 vendors which accounted for 81% of materials purchased during the fiscal year end.

During 2010, the Company had 3 customers which accounted for 79% of total revenues. The Company also had 3 vendors which accounted for 93% of materials purchased during the fiscal year end.

NOTE 9 - SUBSEQUENT EVENTS

On August 30, 2012, Unseen Solar, Inc. entered into a stock purchase agreement (the "Purchase Agreement") with Western Water Consultants Inc., ("Western") and the shareholders of Western. Pursuant to the Purchase Agreement, Unseen Solar will issue 4,500,000 shares of its common stock, representing no less than 60% of the total issued and outstanding common stock of Unseen Solar, to the shareholders of Western at the closing of the Purchase Agreement in exchange for 100% of the issued and outstanding capital stock of Western.

On November 13, 2012 (the "Closing Date"), Unseen Solar closed the stock purchase transaction with Western and the shareholders of Western pursuant to the Purchase Agreement. In accordance with the terms of Purchaser Agreement, on the Closing Date, Unseen Solar issued 4,500,000 shares of its common stock to the shareholders of Western in exchange for 100% of the issued and outstanding capital stock of Western (the "Purchase Transaction"). As a result of the Purchase Transaction, the shareholders of Western acquired approximately 60% of Unseen Solar's issued and outstanding common stock, Western became Unseen Solar's wholly-owned subsidiary, and Unseen Solar acquired the business and operations of Western.
 
For accounting purposes, the purchase transaction is being accounted for as a reverse acquisition. The transaction has been treated as a recapitalization of Western, with Western, whose shareholders and management took control of Unseen Solar (the legal acquirer), considered the accounting acquirer.

 
 
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PACIFIC CLEAN WATER TECHNOLOGIES, INC.

Date: February 19, 2013
  
By: /s/ Craig S. McMillan
   
Craig S. McMillan
   
Chief Executive Officer
   
Principal Executive Officer
   
Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: February 19, 2013
  
By: /s/ Craig S. McMillan
   
Craig S. McMillan
   
Chief Executive Officer
   
Principal Executive Officer
   
Director
     
Date: February 19, 2013
  
By: /s/ Steve W. Roussin
   
Steve W. Roussin
   
Chief Financial Officer
   
Principal Financial Officer
   
Principal Accounting Officer
   
President
   
Director


Pacific Clean Water Technologies, Inc. Reports