Attached files
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: March 31, 2013
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to _____________
Commission File Number: 000-54392
PACIFIC CLEAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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27-1662208
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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19800 MacArthur Blvd, Suite 371
Irvine, CA 92612
________________________________________________________________________
(Address of principal executive offices, including zip code)
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(714) 809-7881
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Registrant’s telephone number, including area code:
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Registrant’s Fiscal Year has been changed to December 31
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Former name, former address and former fiscal year, if changed since list report
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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 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.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not check if smaller reporting company)
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). No [ X ]
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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 March 31, 2013, the registrant had 300,000,000 shares of common stock issued and outstanding.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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Pacific Clean Water Technologies, Inc.
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(Formerly Unseen Solar, Inc.)
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Consolidated Balance Sheets ended March 31, 2013 and December 31, 2012
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(Unaudited)
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ASSETS
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March 31, 2013
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December 31, 2012
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Current Assets:
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Cash & Equivalents
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15,687
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1,479
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Trade Receivables
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378,983
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429,573
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Other
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6,285
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5,485
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Total current assets
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400,955
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436,537
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Property, plant and equipment, net of accumulated deprecation of $104,822 and $97,506
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134,994
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140,325
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Total Assets
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535,949
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576,862
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities:
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Bank overdraft
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-
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26,600
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Accounts payable
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230,331
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212,379
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Accrued liabilities
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10,376
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10,335
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Line of credit
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329,262
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221,262
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Derivative liabilities
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10,048
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15,618
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Short term debt
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53,086
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37,387
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Short term debt - related parties
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-
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4,250
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Convertible debt, net of discount
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43,577
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37,153
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Total current liabilities
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676,680
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564,984
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Long term debt
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59,836
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68,008
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Long term debt - related parties
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-
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11,451
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Total Liabilities
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736,516
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644,443
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Stockholders' equity (deficit)
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Preferred stock, 20,000,000 shares authorized at par value
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Of $0.0001, no shares issued and outstanding
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-
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-
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Common stock, 500,000,000 shares authorized at par value
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of $0.0001, 300,000,000 and 900,000,000 shares issued and outstanding
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as of March 31, 2013 and December 31, 2012
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30,000
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90,000
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Additional paid in capital
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56,565
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(3,435)
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Accumulated earnings / (deficit)
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(287,132)
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(154,146)
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Total shareholders' equity (deficit)
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(200,567)
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(67,581)
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Total liabilities and shareholders' equity
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535,949
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576,862
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See accompanying notes to the consolidated unaudited financial statements
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Pacific Clean Water Technologies, Inc.
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(Formerly Unseen Solar, Inc.)
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Consolidated Statements of Operations
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For the Three Months Ended March 31, 2013 and 2012
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2013
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2012
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REVENUES
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Total revenues
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494,901
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626,235
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Cost of sales
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341,561
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418,186
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Gross Profit
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153,340
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208,049
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OPERATING EXPENSES
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Selling, General, and Administrative
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274,149
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264,569
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Depreciation and Amortization expense
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5,816
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4,026
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Total operating expenses
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279,965
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268,595
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Net operating loss
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(126,625)
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(60,546)
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Other income (expense)
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Gain (loss) on derivatives
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5,570
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-
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Interest expense
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(11,931)
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(2,610)
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Net loss before taxes
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(132,986)
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(63,156)
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Income tax benefit
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-
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(5,874)
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Net Loss
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(132,986)
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(57,282)
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See accompanying notes to the consolidated unaudited financial statements
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Pacific Clean Water Technologies, Inc.
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(formerly Unseen Solar, Inc.)
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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For the Three Months Ended March 31,
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2013
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2012
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CASH FLOWS FROM OPERATIONS ACTIVITIES:
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Net Income (loss)
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(132,986)
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(57,282)
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Adjustments to reconcile net income (loss) to
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net cash provided by operating activities:
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Depreciation expense
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5,816
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4,026
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Amortization of debt discount
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6,424
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(Gain)/Loss on derivative liability
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(5,570)
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Changes in operating assets and liabilities
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Accounts receivable
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50,590
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76,774
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Prepaid expenses and other current assets
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(800)
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(920)
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Accounts payable
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17,952
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(12,185)
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Deferred tax liability
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-
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(5,874)
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Interest expense incurred under capital lease
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1,173
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753
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Accrued liabilities
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41
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5,081
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Cash used in operating activities
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(57,360)
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10,373
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchased of fixed assets
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(485)
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647
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CASH FLOWS FROM FINANCING ACTIVIES
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Repayment on bank overdraft
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(26,600)
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Repayment of debt
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(9,347)
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(6,387)
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Net payment on line of credit
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108,000
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5,331
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Cash provided by financing activities
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72,053
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(1,056)
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NET INCREASE (DECREASE) IN CASH
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14,208
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9,964
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Cash and cash equivalents, beginning of period
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1,479
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43,626
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Cash and cash equivalents, end of period
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15,687
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53,590
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Cash paid for interest
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1,173
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-
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Non-cash investing and financing activities:
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Cancellation of common stock
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60,000
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-
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See accompanying notes to the consolidated unaudited financial statements
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Pacific Clean Water Technologies, Inc.
Notes to Financial Statements
For the period ended March 31, 2013
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Pacific Clean Water Technologies Inc. (“we, “our”, “PCWT”, 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
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Western and PCWT, after elimination of all significant inter-company accounts and transactions. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.
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.
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.
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as March 31, 2013.
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Recurring Fair Value Measures
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Level 1
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Level 2
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Level 3
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Level 4
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Liabilities:
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Derivative Liability – 3/31/13
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-
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-
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(10,048)
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(10,048)
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Derivative Liability – 12/31/12
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-
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-
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(15,618)
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(15,618)
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NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the six months ended March 31, 2013 the Company realized a net loss of $126,625 and had a working capital deficit of $275,725. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – DERIVATIVE LIABILITIES
During 2012, the Company issued convertible notes that were classified as derivative liabilities. The following table summarized the changes in the derivative liabilities during the three months ended March 31, 2013:
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Ending Balance as of December 31, 2012
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$
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15,618
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Change in fair value
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(5,570)
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Ending balance as of March 31, 2013
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$
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10,048
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NOTE 5 – DEBT
Vehicle Financing
The Company repaid $9,347 of vehicle financing debt for the three months ended March 31, 2013. Outstanding vehicle financing debt totals $97,221 and $105,395 as of March 31, 2013 and December 31, 2012, respectively.
Convertible Debt
Debt discount of $6,424 was amortized into interest expense for the three months ended March 31, 2013. Outstanding convertible debt totals $43,577 and $37,153, net of discount, as of March 31, 2013 and December 31, 2012, respectively.
Short Term Debt
Cancellation of common stock by a former shareholder have resulted in the reclassification of short and long term debt - related parties of $15,701 into third party debt. See more information in Note 5.
NOTE 6 - LINE OF CREDIT
The Company has an outstanding line of credit with two banking institutions for a maximum credit lines of $250,000 and $85,000, interest rate of 5% and 6.63%, and payment on cash advances due at the end of every month. Outstanding line of credit totals $329,262 and $221,262 as of March 31, 2013 and December 31, 2012, respectively.
NOTE 7 – STOCKHOLDERS’ DEFICIT
In the three months ended March 31, 2013, 600,000 shares of common stock were cancelled for no consideration. On April 9, 2013, the Company enacted a 3-1 forward stock split. All share issuances have been retroactively presented as if the stock split had occurred prior to any period presented.
NOTE 8 - SUBSEQUENT EVENTS
The Company borrowed $20,000 under a convertible note on April 9, 2013. The note bears interest at 8% per annum and is due on July 1, 2013. The note is convertible into common stock at a price of $0.13 per share. If the Company issues any convertible instrument with a lower convertible price than $0.13 per share, the convertible price of the note will be reduced to match the convertible price of the instrument issued.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition as of March 31, 2013. Our results of operations should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-K for the period ended December 31, 2012.
Forward-Looking Statements
This report contains forward-looking statements that involve risk and uncertainties. We use words such as anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
RESULTS OF OPERATIONS
For the three months ended March 31, 2013 we incurred $279,149 in operating expenses, $11,931 in interest expense compared to $268,595 in operating expenses and $2,610 in interest expense for the three months ended March 31, 2012.
The following table provides selected data about our company for the period ended March 31, 2013.
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March 31, 2013
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Total assets
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$
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535,949
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Total liabilities
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$
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736,516
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Total shareholders’ deficit
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$
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(200,567)
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LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at March 31, 2013 was $15,687, with $378,983 in Trade Receivables compared to outstanding liabilities consisting of $240,707 in accounts payable and accrued liabilities, $329,262 in lines of credit, and $53,086 in loans from an unrelated party.
On November 13, 2012, the Company closed a stock purchase transaction with Western Water Consultants, Inc., a California corporation (“Western”) and the shareholders of Western (“Selling Shareholders”) pursuant to a Stock Purchase Agreement dated August 30, 2012 (the “Agreement”) by and among the Company, Western, and the Selling Shareholders.
In accordance with the terms of Agreement, on the Closing Date, the Registrant issued an aggregate of 180,000,000 shares of its common stock to the Selling Shareholders in consideration for 100% of the issued and outstanding capital stock of Western (the “Transaction”). As a result of the Transaction, the Selling Shareholders acquired approximately 60% of our issued and outstanding common stock, Western became our wholly-owned subsidiary, and the Registrant acquired the business and operations of Western.
Western is an environmental services company engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries.
PLAN OF OPERATION
Western aims to provide professional services and quality products to the industrial and commercial marketplace in the southwestern portion of the United States and emerging nations. Western is committed to developing long term business relationships with its customers and employees.
Western provides to its customers:
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Treatment programs designed to conserve energy and water.
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·
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Environmentally sensitive water treatment utilizing chemical and/or non-chemical programs.
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·
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Professional services that meet the needs of its customers.
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Quality products and services at the lowest possible cost.
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·
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As a company, Western strives to:
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Establish an international reputation as one of the leading green water treatment companies. This will be accomplished through customer satisfaction and uncompromising professional standards.
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·
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Aim to increase sales at such a rate to obtain a significant market share of the specialty chemicals and services market in five (5) years.
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Maintain profit levels that allow Western to expand and provide the resources to reach its objectives.
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·
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Create new distribution channels for Western, its subsidiaries, and any joint-venture partners.
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To increase brand awareness.
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PRODUCTS, SERVICE & DISTRIBUTION
Western provides chemical and/or non-chemical water treatment programs for the treatment of boilers, cooling systems and process systems.
Western’s primary customers are: large commercial facilities, industrial (chemical manufacturing, refineries, paper manufacturing, food processing, etc.), oil and gas drilling, oil and gas refining, mineral exploration, co-generation plants.
Western sells the following:
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Chemicals for treatment to prevent corrosion, scale deposition, and microbiological fouling
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Polymers for oil and water separation
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Feed and control equipment
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Pre-treatment equipment, such as sodium zeolite softeners, demineralizers, dealkilizers and reverse osmosis equipment
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Laboratory and test equipment
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Coagulants and polymers for wastewater
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(NSF) rated potable products for water clarification
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Silica deposit control agents oil field applications
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·
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Antifoams
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·
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Anti-scalants for reverse-osmosis membranes
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·
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Consulting and engineering services
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Western currently sells its products and services in the southwestern portion of the United States and is looking to expand into the rest of the country and also into emerging nations.
Service is an integral part of any water treatment program and without service, the program is likely to fail. The routine service provided by Western includes running complete water analysis of all systems treated, reviewing operator logs, inspection of heat exchange equipment, analysis of deposits, and providing the training for designated customer personnel. All services are documented in writing, utilizing both service reports and written correspondence. It is the intent of Western to provide the best quality service offered by any water treatment company.
Western offers a full range of services and products tailored specifically towards individual client needs. Examples of some Western programs consist of:
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Oil and water separation
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·
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Protecting heat exchange systems from corrosion
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·
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Water recycling and re-use
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·
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Wastewater deposits
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·
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Beta-carotine separation
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·
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Keeping companies compliant with Regulations Agencies
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·
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Keeping customers compliant with National Organic Standards
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None.
Recent Accounting Pronouncements
For the three month period ended March 31, 2013, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1) .
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being October 31, 2012. This evaluation was carried out under the supervision and with the participation of our Company's management, including our President, Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, our President, Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting included in our annual report on Form 10-K for the year ended January 31, 2012.
There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Company's president and Principal Executive Officer as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Currently, we are not a party to any pending legal proceedings responsive to this item.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
None
Item 6. Exhibits
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Exhibit
#
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Description
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Form
Type
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Filing
Date
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Filed with
This Report
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2.1
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Stock Purchase Agreement dated August 30, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed September 5, 2012)
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8-K
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9/5/2012
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3.1(a)
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Certificate of Incorporation (incorporated by referenced to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2010)
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S-1
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3/10/2010
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3.2
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Bylaws (incorporated by referenced to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2010)
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S-1
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3/10/2010
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10.1
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Employment Agreement – Craig McMillan, dated September 28, 2012
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8-K
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11/15/2012
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10.2
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Employment Agreement – Steve Roussin, dated September 28, 2012
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8-K
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11/15/2012
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10.3
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Regus Office Agreement Lease, dated August 4, 2012
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8-K
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11/15/2012
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10.4
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Form of Indemnification Agreement
|
8-K
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11/15/2012
|
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16.1
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Letter of PLS CPA, a Professional Corp. dated November 13, 2012
|
8-K
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11/15/2012
|
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21
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List of Subsidiaries – Western Water Consultants, Inc., a California corporation
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8-K
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11/15/2012
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31.1
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Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|
X
|
||
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31.2
|
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
|
X
|
||
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||
|
101.INS
|
XBRL Instance Document
|
X
|
||
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
X
|
||
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
||
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
||
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
||
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
||
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, thereunto duly authorized.
PACIFIC CLEAN WATER TECHNOLOGIES, INC.
|
Date: May 17, 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: May 17, 2013
|
By: /s/ Craig S. McMillan
|
|
|
Craig S. McMillan
|
||
|
Chief Executive Officer
|
||
|
Principal Executive Officer
|
||
|
Director
|
||
|
Date: May 17, 2013
|
By: /s/ Steve W. Roussin
|
|
|
Steve W. Roussin
|
||
|
Chief Financial Officer
|
||
|
Principal Financial Officer
|
||
|
Principal Accounting Officer
|
||
|
President
|
||
|
Director
|