UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended July 31, 2014

Or

[ ] 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 000-50693

 

Clean Enviro Tech Corp.

(Name of Registrant as Specified in Its Charter)

 

Nevada (State or Other Jurisdiction of Incorporation or Organization)		90-0314205 (I.R.S. Employer Identification No.)
420 N. Nellis Blvd., Suite A3-146, Las Vegas, Nevada (Address of Principal Executive Offices)		89110 (Zip Code)
(702) 425-4289 (Issuer’s Telephone Number, Including Area Code)

 

Securities registered under Section 12(b) of the Exchange Act:

None

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Par value $0.001per share

 

 

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

 

Indicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d) Of the Act. [ ] Yes [x] No

 

Indicate by check mark whether the issuer:  (1)  filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [x] Yes [ ] No

 

 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 to this Form 10-K. [ ]

 

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 [x] No 

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 Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x]

(Do not check if a smaller reporting company)

  

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

  

The aggregate market value of voting and non-voting common equity held by non-affiliates as of January 31, 2014, was $1,672,583 based on the average bid and asked prices on the OTC Bulletin Board on that date.

 

On November 3, 2014, there were 9,838,721 shares of common stock outstanding. 

 Table of Contents

 

	Page
Item 1. Business.	1
Item 1A. Risk Factors.	4
Item 1B. Unresolved Staff Comments.	6
Item 2. Properties.	6
Item 3. Legal Proceedings.	6
Item 4. Mine Safety Disclosures.	6
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6. Selected Financial Data.	7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.	7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	10
Item 8. Financial Statements and Supplementary Data.	11
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	23
Item 9A (T). Controls and Procedures.	23
Item 9B. Other Information.	23
Item 10. Directors, Executive Officers and Corporate Governance.	24
Item 11. Executive Compensation.	24
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	25
Item 13. Certain Relationships and Related Transactions, and Director Independence.	26
Item 14. Principal Accountant Fees and Services.	27
Item 15. Exhibits and Financial Statement Schedules.	28

 PART I

 

NOTE REGARDING FORWARD LOOKING STATEMENTS

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS

OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

This Annual Report contains   historical   information as well as forward-looking statements.  Statements looking forward in time are included in this  Annual  Report  pursuant  to the safe  harbor  provisions  of the  Private Securities  Litigation  Reform Act of 1995.  Such statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. We wish to caution readers that in addition to the important  factors  described elsewhere in this Form 10-K, the following forward looking  statements,  among others,  sometimes  have  affected,  and in the future could affect,  our actual results and could cause our actual results during  2014 and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.

 

Item 1. Business.

 

Background

 

We were incorporated on July 15, 2002 under the laws of the State of Nevada. We changed our business in 2008, entering into a license agreement with Li-ion Motors on April 15, 2008, for the license of the development of their lithium battery technology.  We sold our Zingo Telecom, Inc. and M/S Zingo Bpo Services Pvt. Ltd. subsidiaries that offered telecommunications services to business and residential customers utilizing VoIP technology on May 15, 2008.  To reflect our new business, we changed our name from Zingo, Inc. to Superlattice Power, Inc. on April 25, 2008 and on April 2, 2011, we merged with our wholly-owned subsidiary, Sky Power Solutions Corp., and in the merger the name of the Company was changed to Sky Power Solutions Corp.  

 

 On August 17, 2007, our Board of Directors approved the change in our fiscal year from the calendar year to a fiscal year ending on July 31.

 

On July 27, 2012, Mehboob Charania resigned as President and as a member of the board of directors; and Liudmila Voinarovska was appointed as President and became the CEO and sole director.

 

On December 19, 2012, our Board of Directors authorized the merger with our wholly-owned subsidiary, Clean Enviro Tech Corp. and also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:50 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. In the merger the name of our company was changed from Sky Power Solutions Corp. to Clean Enviro Tech Corp. The change of the Company’s name to Clean Enviro Tech Corp. and the 1:50 reverse split with the concurrent reduction of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on January 19, 2013.

 

On May 30, 2014 Gordon F. Lee was appointed as CEO. The Company had a letter of intent with Red Apple Pharm and was conducting due diligence. Red Apple Pharm never provide their financials. On June 20, 2014 Mr. Lee resigned. The letter of intent had a $20,000 monthly salary for Mr. Lee. After his resignation Mr. Lee sent an invoice for salary and expenses totaling over $60,000. The company disputes this amount and Mr. Lee received an initial $2,500 payment, no other payment has been made to date of this filing.  Mr. Lee was notified at the time of his appointment that no expenses or commitments could be made on behalf of the corporation without the consent of the board of directors.

The mailing address for our executive office is 420 North Nellis Blvd., Suite A3-146 Las Vegas, Nevada 89110. The telephone number of our principal executive office is (702) 425-4289.

 

Liquidity and Capital Resources

 

As of July 31, 2014, we had cash on hand of $0. During the year ended July 31, 2014, we incurred a net loss of $70,969. On July 31, 2014, we had a working capital deficiency of $664,958 and a stockholders' deficit of $661,733.

 

We had 9,838,721 shares of common stock issued and outstanding as of November 3, 2014.  Our common stock is quoted on the OTCQB of the OTC Markets Group.

 

General

 

Currently we have in development a Stand Alone Residential Solar Concentrating Electric Power Generation System. Our system has proprietary elements that make it unique, with better functionality than other systems.  We designed and developed this system as we anticipate that the North American Power Grid will not be able to support the recharging of anticipated sales of totally electric vehicles and other electric needs in the coming years. We are developing safe rechargeable battery systems for varied applications ranging from portable electronics to onboard energy storage in EVs.  Lithium ion batteries are rechargeable and composed of cathode, anode, separator and electrolytes.  In 1990, Sony (Japan) introduced the lithium ion battery and used an expensive cathode material, which was also unsafe. We are pioneering a superlattice cathode material for the use in lithium ion rechargeable batteries.

 

The Solar Concentrating Electric Power Generation System is an extremely efficient photovoltaic solar power generation unit. This system is able to produce in excess of 2 Kilowatts (kw) of electric power with zero emissions with Sun Light as the only fuel including built-in heat capture to provide hot water to users.

 

The lithium ion batteries that we plan to develop are rechargeable batteries composed of cells linked together, each cell created from lithiated cathode powder coated on aluminum foil (electrode material that the electron flows out from during charge) and anode powder coated on copper foil (electrode material that the electro flows into during charge) with a separator (polymer material in between anode and cathode) in a mixture of electrolytes, which is an ionically conductive medium.

 

Our goal is to continually improve our proprietary semi-solid synthesis process for the development of lithium ion rechargeable battery technologies to meet the growing needs for a less expensive, high-energy density, extended life and fast recharging battery while keeping safety as a priority.

 

We use a proprietary superlattice cathode material and its technically advanced synthesis process. Our other technical expertise includes Battery Management Systems (“BMS”) and a high current rate battery charger. A typical battery pack will consist of a number of lithium ion cells and a BMS.

 

Our technology development is in the initial phase of prototyping and testing. Once a prototype is successfully obtained, we plan to work closely with production specialists in the battery industry and material synthesis to lead the battery manufacturing unit along with marketing and sales teams. Our primary focus will then simultaneously operate research and development, production and marketing of the new products.

 

Sources and Availability of Raw Materials

 

We have used raw materials from several manufacturers in the United States, such as Alfa Aesar, Pred Chemicals, TIMCAL and Ferro Corporation. We use different types of lithium, manganese, cobalt, nickel and titanium salts, electrolytes, copper and aluminum foil which are available in large scale.

License Agreement with Terra Inventions

 

Effective April 15, 2008, we entered into a License Agreement (“License Agreement”) with Terra Inventions Corp. (“Terra”) providing for Terra’s license to us of Terra’s patent applications and technologies for rechargeable lithium-ion batteries for hybrid vehicles and other applications (“Licensed Products”).

 

Under the License Agreement, Terra has the right to purchase its requirements of lithium ion batteries from us, and its requirements of lithium ion batteries shall be supplied in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for our other customers. Terra’s cost for lithium ion batteries purchased from us is our actual manufacturing costs for such batteries for our fiscal quarter in which Terra’s purchase takes place.  On May 25, 2010 our agreement was amended to provide that we have exclusive license rights for the United States and Terra may grant other companies rights elsewhere around the world.

 

We had agreed to invest a minimum of $1,500,000 in each of the first two years under the License Agreement in development of the technology for the Licensed Products. In the initial year under the License Agreement, the Company invested approximately $264,043 in the development of technology, and therefore is not in compliance with its obligations under this covenant of the License Agreement.  Terra has advised us that it will not give notice of default against us for our failure to comply with this over the term of the License Agreement.   As of fiscal year ended July 31, 2014; we are still not in compliance under this covenant. Terra appears to be out of business. The license is therefore terminated.

 

On April 16, 2008, we leased approximately 5,000 square feet of space (“Leased Space”) in Terra’s North Carolina facility, such Leased Space was to be suitable for, and utilized by us for, our developmental and manufacturing operations for Licensed Products pursuant to the License Agreement, that lease was terminated May 31, 2012, when Terra closed their facility.  The Leased Space, had been leased by Terra to us on a month-to-month basis at a monthly rental of $3,038, the monthly rental to be escalated five (5%) percent annually. Effective April 16, 2008, Terra Motors also sold us for the purchase price of $29,005, specified equipment and supplies related to the licensed field.

 

Competition

 

Our lithium battery development operations face substantial competition from other companies which have significantly greater financial resources than we do.  At this time the lithium ion battery market is controlled by Asian manufacturers, and the Company is not aware of any volume battery manufacturer in the United States.  LIB manufacturing moved out from USA in earlier days citing the complicated and costly manufacturing process. Our Solar Power Generation System faces substantial competition from other companies.

 

Government Regulation

 

According to lithium battery federal regulations, no lithium ion batteries may be shipped without having passed a series of tests defined by the UN Committee of Experts on the Transport of Dangerous Goods. Additional cost associated with these tests and special packaging requirements along with the troubles posed by delays in obtaining the lithium ion batteries on time have caused difficulties for American companies dealing with the Asian battery suppliers.

 

Employees

 

As of the date of this report, we no longer have employees and all ongoing work is being done by paid consultants. 

 

Research and Development Expenditures

 

We incurred research and development expenditures of $6,460 during the year ended July 31, 2014, and of $4,820 in the year ended July 31, 2013.

Patents and Trademarks

 

We have licensed patents and provisional patent applications involving rechargeable battery cathode material and battery management systems from Li-ion Motors.  We have acquired a U.S. patent for technology involving varied current and voltage rating battery packs. These patent rights enable us to customize and commercialize the battery packs inside electric vehicles according to the customer’s power requirements. This technology also gives us the ability to select a parallel or series combination of cells to produce a battery pack.  In addition, on June 20, 2011, we applied for a patent for our stand alone, residential solar concentrating, and electric power generation system. This unit has several unique features; that allow the use of fewer cells, the ability to use generated heat in water heaters, smaller size and weight. Consumers who have this system will have savings on energy consumption and the ability to sell excess power back to the utility company.

 

Item 1A. Risk Factors.

 

You should be particularly aware of the inherent risks associated with our business plan. These risks include but are not limited to:

 

General

 

The current worldwide economic situation could have a material adverse impact on our product research and developmental activities and planned commercialization of our lithium battery technology.

 

The automotive industry is cyclical in nature and tends to reflect general economic conditions. The U.S. and other world economies are in economic difficulties, which could last well into 2015 and beyond. A recession may lead to a significant decline in prices and demand for automotive power train components, which would in turn adversely affect the demand for our proposed lithium battery products.

 

We do not have sufficient revenues to sustain our operations.

 

We have not had sufficient revenues from our operations to operate without substantial loans from a former major stockholder. As of July 31, 2014, we had cash on hand of $0. For our fiscal year ended July 31, 2014, we have reported a net loss of $70,969; a working capital deficiency of $664,958; and a stockholders' deficit of $661,733.

 

We expect that we will continue to incur operating losses in the future in connection with the development of our lithium battery technology and our solar generation system. If development, production, and sales of lithium batteries and the solar systems are not actualized in the near future it will adversely affect the company.  Failure to achieve or maintain profitability may materially and adversely affect the future value of our common stock.

 

If we do not obtain additional financing, our business will fail.

 

Our current operating  funds are less than  necessary  for  commercialization  of  our products,  and therefore, we will need to obtain  additional  financing  in order to complete our business plan.  We do not currently have any arrangements for financing and we may not be able to find such financing if required. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

 

Our management has limited experience in development, production and negotiating commercial arrangements.

 

Our Board has limited experience in development, production, commercialization of and negotiating licenses and joint ventures to commercialize the lithium ion batteries we are developing and the solar power generating system. As a result of this inexperience, there is a high risk we may be unable to complete our business plan and successfully commercialize our lithium ion battery products or the solar generating system, if we succeed in developing such products. Because of the intense competition for our planned products, there is substantial risk that we will not successfully commercialize these products.  The Company currently has one Officer and paid consultants; if we do not hire qualified personnel we will not be able to complete our business plan.

Our planned lithium ion battery business is subject to substantial risks.

 

The lithium ion battery market is competitive and risky. We are competing against numerous competitors with greater financial resources than us, and due to the difficulties of entry into these markets, we may be unsuccessful and not be able to complete  our business plan.

 

We may be required to obtain Federal and state certifications or approvals for our planned products. Our products, when fully developed, may not meet these Federal or state performance or safety standards in effect at the time for lithium ion batteries for the uses for which we intend to sell our products.

 

Lithium ion batteries, if not properly managed, may pose a fire hazard.

 

We will have to develop batteries and battery management systems that eliminate the risk of fire from use of lithium ion batteries as a power source.  If we are not able to develop such systems, our business will not develop as planned.  If our battery management systems fail, we could be liable to those who are harmed as a result of such failure.

 

Our products are subject to extensive federal, state and local safety environmental and other government regulations that may require us to incur expenses modify product offerings or cease all operations of our business in order to maintain compliance with the actions of the regulators.

 

The Company’s business and facilities are also subject to regulation under various federal, state and local regulations relating to the sale of its products, operations, occupational safety, environmental protection, hazardous substance control and product advertising and promotion. Failure to comply with any of these regulations in the operation of the business could subject the Company to administrative or legal action resulting in fines or other monetary penalties or require the Company to change or cease business.

 

A significant adverse determination in any material product liability claims against the company could adversely affect our operating resulting or financial condition.

 

Accidents involving personal injury and property damage could occur in the use of products that we plan to develop, and no assurance can be given that material product liability claims against us will not be made in the future.  Adverse determination of material product liability claims made against us or a lapse in coverage of any product liability policy that we may have in effect in the future when we are marketing our products commercially could adversely affect our operating results or financial condition.

 

We have been the subject of a going concern opinion from our independent auditors, which means that we may not be able to continue operations unless we obtain additional funding.

 

Our independent auditors have added an explanatory paragraph to their audit opinions, issued in connection with our financial statements, which states that our ability to continue as a going concern is uncertain.

  

Because our stock is deemed a “penny stock”, you may have difficulty selling shares of our common stock.

 

Our common stock is a “penny stock” and is therefore subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934, as amended. Under this rule, broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the Securities and Exchange Commission (“SEC”). The penny stock rules severely limit the liquidity of securities in the secondary market, and many brokers choose not to participate in penny stock transactions. As a result, there is generally less trading in penny stocks and you may not always be able to resell shares of our common stock publicly at the time and prices that you feel are fair or appropriate. Under applicable regulations, our common stock will generally remain a penny stock until and for such time as its per-share price is $5.00 or more (as determined in accordance with SEC regulations), or until we meet certain net asset or revenue thresholds. These thresholds include the possession of net tangible assets (that is, total assets less intangible assets and liabilities) in excess of $2,000,000, and the recognition of average revenues equal to at least $6,000,000 for each of the last three years. We do not anticipate meeting any of the thresholds in the foreseeable future.

Item 1B. Unresolved Staff Comments.

 

None.

 

Item 2. Properties.

 

Our mailing address is 420 North Nellis Blvd., Suite A3-146, Las Vegas, Nevada 89110, for which we pay $11.00 per month, on a month to month basis.

 

Item 3. Legal Proceedings.

 

Gordon F. Lee was CEO from May 30 to June 10, 2014. At the time of his appointment Mr. Lee was notified that no expenses or commitments could be made on behalf of the corporation without the consent of the board of directors.

 

The Company had a letter of intent with a $20,000 monthly salary for Mr. Lee. After his resignation Mr. Lee sent an invoice for salary and expenses totaling over $69,000. The company disputes this amount Mr. Lee received an initial $2,500 payment.

 

Item 4. Mine Safety Disclosures.

 

None.

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

As of November 3, 2014, there were approximately 23 record owners of the Company's Common Stock. The Company's Common Stock is quoted on the OTC Markets Group OTCQB market.

 

Period				High*				Low*
	August 1, 2011 to October 31, 2011			$	0.59			$	0.07
	November 1, 2011 to January 31, 2012			$	0.07			$	0.02
	February 1, 2012 to April 30, 2012			$	0.1			$	0.01
	May 1, 2012 to July 31, 2012			$	0.06			$	0.01
	August 1, 2012 to October 31, 2012			$	0.013			$	0.003
	November 1, 2012 to January 31, 2013			$	0.429			$	0.004
	February 1, 2013 to April 30, 2013			$	0.4			$	0.07
	May 1, 2013 to July 31, 2013			$	1.54			$	0.16
	August 1, 2013 to October 31, 2013			$	0.09			$	0.02
	November 1, 2013 to January 31, 2014			$	0.4			$	0.11
	February 1, 2014 to April 30, 2014			$	0.17			$	0.06
	May 1, 2014 to July 31, 2014			$	0.22			$	0.06

 

* Prices have been adjusted to reflect the 3-for-1 forward split effective October 19, 2009, the 1-for-300 reverse split effective April 26, 2011 and the 1-for-50 reverse split effective January 18, 2013.

 

Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. The Company has not paid any dividends and the Company does not have any current plans to pay any dividends.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None.

 

Item 6. Selected Financial Data.

 

Not applicable.

  

Item 7. Management's Discussion and Analysis of our Financial Conditions and Results of Operations.

 

Forward Looking Statements

 

This annual report contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements.  Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.

Introduction

 

We were incorporated on July 15, 2002, under the laws of the State of Nevada. We changed our business in 2008, entering into a license agreement with Li-ion Motors on April 15, 2008, for the license of the development of their lithium battery technology.  We sold our Zingo Telecom, Inc. and M/S Zingo BPO Services Pvt. Ltd. subsidiaries that offered telecommunications services to business and residential customers utilizing VoIP technology on May 15, 2008.  To reflect our new business, we changed our name from Zingo, Inc. to Superlattice Power, Inc. on April 25, 2008 and on April 2, 2011, we merged with our wholly-owned subsidiary, Sky Power Solutions Corp., and in the merger the name of the Company was changed to Sky Power Solutions Corp.  

 

A three-for-one forward split in our common stock was effective October 19, 2009. The Certificate of Change filed with the Nevada Secretary of State on September 18, 2009, for the forward split changed the number of shares of our outstanding common stock from 115,000,000 to 345,000,000, and the number of shares of our authorized common stock in the same ratio, from 250,000,000 to 750,000,000.  On April 2, 2011, the Board approved the filing with the Secretary of State of Nevada a Certificate of Change that affected a 1:300 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:300 ratio, from 750,000,000 shares to 2,500,000 shares.  This was effective April 26, 2011.

 

On December 19, 2012, our Board of Directors authorized the merger with our wholly-owned subsidiary, Clean Enviro Tech Corp. and also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:50 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. In the merger the name of our company was changed from Sky Power Solutions Corp. to Clean Enviro Tech Corp. The change of the Company’s name to Clean Enviro Tech Corp. and the 1:50 reverse split with the concurrent reduction of our authorized common stock in the same ratio were approved by FINRA and effective for trading purposes on January 19, 2013.

 

In May 2014, the Company entered into a letter of intent with Red Apple Pharm. They had sixty days to provide their financial records and completion of due diligence. Gordon F. Lee was appointed as CEO on May 30, 2014. The Company didn’t receive financials. On June 20, 2014 Mr. Lee resigned.

 

Results Of Operations for the Year Ended July 31, 2014

 

We incurred a net loss of $70,969 during the year ended July 31, 2014, which included: general and administrative (G&A) costs of $64,509; research and development (R&D) expenses of $6,460; and loss on extinguishment of debt of $0.

 

2014 Compared to 2013

 

For the year ended July 31, 2014, our net loss decreased to $70,969 from $1,057,142 for the same period ending July 31, 2013. Losses decreased due to less overhead, no employees and limited work completed.

 

Plan of Operations

 

Commercial Initiatives

 

We have developed a standalone residential solar generation system. When testing is completed, we will work with manufactures to make these available to homeowners. We are also developing rechargeable lithium ion batteries for power production for a variety of uses.  We plan to pioneer a superlattice cathode material for the use in lithium ion rechargeable batteries.

License Agreement with Terra Inventions Corp.

 

Effective April 15, 2008, we entered into a License Agreement with Terra Inventions Corp., our former controlling stockholder, providing for Terra’s license to us of their patent applications and technologies for rechargeable lithium-ion batteries for hybrid vehicles and other applications.

 

Under the License Agreement, Terra had the right to purchase its requirements of lithium ion batteries from us, and its requirements of lithium ion batteries would have been supplied in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers. Terra’s cost for lithium ion batteries purchased from us would have been our actual manufacturing costs for such batteries for our fiscal quarter in which Terra’s purchase takes place. On May 25, 2010 the Agreement was amended limiting us to only the United States with Terra being able to grant other licenses to companies in other parts of the world.

 

Under Section 2.2 of the License Agreement, we agreed to invest a minimum of $1,500,000 in each of the first two years of the term of the License Agreement in development of the technology for the Licensed Products. In the initial year under the License Agreement, we invested approximately $264,043 in the development of our technology, and therefore are not in compliance with our obligations under this covenant of the License Agreement.  Terra Inventions Corp. advised us that they will not give notice of default against us for our failure to comply with this over the term of the License Agreement.

 

Effective April 16, 2008, we agreed to lease approximately 5,000 square feet of space in Terra’s North Carolina facility, such Leased Space was to be suitable for, and utilized by us for, our developmental and manufacturing operations for Licensed Products pursuant to the License Agreement.  The Leased Space was leased by Terra Inventions Corp. to us on a month-to-month basis at a monthly rental of $3,038, the monthly rental to be escalated five (5%) percent annually. Terra closed their facility on May 31, 2012, and thereby terminated our lease. Effective April 16, 2008, Terra also sold us for the purchase price of $29,005, specified equipment and supplies related to the licensed intellectual property.

 

Sale of our Telecom Subsidiaries

 

At a closing held on May 15, 2008, we sold for $215,000 the 80,000 outstanding shares of common stock, constituting 100% of the outstanding stock, of our subsidiary Zingo Telecom, Inc.  In addition, at the closing, we assigned and transferred all receivables or debt obligations of Zingo Telecom owing to or held by us at the closing date, and all outstanding shares of M/S Zingo Bpo Services Pvt. Ltd., our subsidiary incorporated in India.

 

5.2   Liquidity and Capital Resources

 

As of July 31, 2014, we had cash on hand of $0 and liabilities of $ 664,958, as compared with $595,278 at July 31, 2013; and our property plant and equipment decreased to $3,225 at July 31, 2014, as compared with $4,514 for 2013. Accounts payable and accrued expenses increased at July 31, 2014 to $276,676 as compared with $206,996 at July 31, 2013, and advances and due to related parties remained constant to $388,202 at July 31, 2014, as compared to $388,282 for 2013. Company expenses are currently paid for by a third party as the company has no bank accounts.

 

At July 31, 2014, we had a working capital deficiency of $664,958 and a stockholders' deficit of $661,733.

 

We used net cash in operating activities of $0 in the year ended July 31, 2014, as compared with $0 in the comparable period in 2013, and cash flows used in investing activities was $0 in 2014 and $0 in 2013.

Since our incorporation, we have financed our operations almost exclusively through advances from our controlling shareholders, with the exception of payments made by a third party. We expect to finance operations through the sale of equity or other investments for the foreseeable future, as we do not receive significant revenue from our new business operations.  There is no guarantee that we will be successful in arranging financing on acceptable terms.

 

Our ability to raise additional capital is affected by trends and uncertainties beyond our control. We do not currently have any arrangements for financing and we may not be able to find such financing if required.  Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

 

Our auditors are of the opinion that our continuation as a going concern is in doubt.  Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

 

Critical Accounting Issues

 

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on  various assumptions that are believed to be reasonable under the circumstances,  the results of which form the basis for making judgments about carrying values  of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Commodity Price Risk – The raw materials for manufacturing our batteries could be affected by changes in the commodities markets, and if we commence manufacturing our own lithium ion batteries, we could be subject to this risk.

Item 8. Financial Statements and Supplementary Data.

 

CLEAN ENVIRO TECH CORP.

 

FINANCIAL STATEMENTS

 

July 31, 2014

 

CLEAN ENVIRO TECH CORP.

 

Index to Financial Statements

 

Reports of Independent Registered Accounting Firms	12
Balance Sheets as of July 31, 2014 and  2013	13
Statements of Operations for Years Ended July 31, 2014 and July 31, 2013	14
Statements of Cash Flows for the Years Ended July 31, 2014 and  July 31, 2013	15
Statement of Stockholders’ Deficiency for the Year Ended July 31, 2014 and July 31, 2013	16
Notes to Financial Statements, as of and for the Years Ending July 31, 2014 and 2013	17

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Clean Enviro Tech Corp.

 

We have audited the accompanying balance sheets of Clean Enviro Tech Corp. (the Company) as of July 31, 2014 and 2013 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Clean Enviro Tech Corp. as of July 31, 2014 and 2013, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company did not have any revenues in 2014 and has a working capital deficit of $664,958 as of July 31, 2014 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Sadler, Gibb & Associates, LLC

 

Salt Lake City, UT

November 12, 2014

 

 

Clean Enviro Tech Corp.
Balance Sheets
		July 31,				July 31,
		2014				2013
Assets
Property and equipment, net		$	3,225			$	4,514
Total assets		$	3,225			$	4,514
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable and accrued expenses		$	276,676			$	206,996
Advances			214,682				214,682
Due to related parties			173,600				173,600
Total current liabilities			664,958				595,278
Commitments and contingencies
Stockholders' deficiency:
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 issued and outstanding			—				—
Common stock, $.001 par value, 10,000,000 shares authorized as of July 31, 2014; 9,838,721  and 9,838,721 issued and outstanding at July 31, 2014 and July 31, 2013, respectively.			9,839				9,839
Additional paid-in capital			7,368,677				7,368,677
Retained deficit			(8,040,249	)			(7,969,280	)
Stockholders' deficiency			(661,733	)			(590,764	)
Total liabilities and stockholders' deficiency		$	3,225			$	4,514
See accompanying notes to audited financial statements

Clean Enviro Tech Corp.
Statements of Operations
		For the Years Ended
		July 31,
		2014				2013
Net sales		$	—			$	—
Operating expenses:
General and administrative			64,509				95,842
Research and development			6,460				4,820
Loss from operations			(70,969	)			(100,662	)
Other (expenses)/income
Loss on extinguishment of debt			—				(956,480	)
Net loss before provision for (benefit from) income taxes			(70,969	)			(1,057,142	)
Provision for (benefit from) income taxes			—				—
Net loss		$	(70,969	)		$	(1,057,142	)
Net loss per common share - basic and diluted		$	(0.01	)		$	(0.13	)
Weighted average number of common shares outstanding -
basic and diluted			9,838,721				7,862,053
See accompanying notes to audited financial statements

Clean Enviro Tech Corp.
Statement of Stockholders' Deficiency
										Additional
		Number of				Common				Paid								Total
		Common				Shares				in				Retained				Stockholders'
		Shares				$0.001 Par Value				Capital				Deficit				(Deficit)
Balance, August 1, 2012			1,998,163			$	1,998			$	5,926,118			$	(6,912,138	)		$	(984,022	)
Issuance of common stock for related party advances			7,840,558				7,841				1,442,559								1,450,400
Net loss			—				—				—				(1,057,142	)			(1,057,142	)
Balance, July 31, 2013			9,838,721			$	9,839			$	7,368,677			$	(7,969,280	)		$	(590,764	)
Net loss			—				—				—				(70,969	)			(70,969	)
Balance, July 31, 2014			9,838,721			$	9,839			$	7,368,677			$	(8,040,249	)		$	(661,733	)
See accompanying notes to audited financial statements

Clean Enviro Tech Corp.
Statements of Cash Flows
		For the Years Ended
		July 31,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(70,969	)		$	(1,057,142	)
Adjustments to reconcile net loss to net cash utilized by operating activities
Depreciation			1,289				19,450
Loss on disposal of property and equipment			—				—
Loss on extinguishment of debt			—				956,480
Expenses paid on the Company's behalf by a third party			64,816				—
Increase (decrease) in cash flows from changes in operating assets and liabilities
Prepaid expenses and other current assets			—				—
Accounts payable and accrued expenses			4,864				81,212
Net cash used in operating activities			—				—
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities			—				—
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities			—				—
CHANGE IN CASH AND CASH EQUIVALENTS
Net decrease in cash and cash equivalents			—				—
Cash and cash equivalents at beginning of year			—				—
Cash and cash equivalents at end of year		$	—			$	—
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the year for:
Interest		$	—			$	—
Income taxes		$	—			$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Shares issued for related party advances		$	—			$	493,920
Shares issued for accrued interest on paid promissory note		$	—			$	—
See accompanying notes to audited financial statements

CLEAN ENVIRO TECH CORP.

 

NOTES TO FINANCIAL STATEMENTS

July 31, 2014 and 2013

 

Note 1. Financial Statement Presentation

 

Clean Enviro Tech Corp. (the “Company” or “Clean”) following the merger with the Company’s wholly-owned subsidiary on December 24, 2012 (formed for the sole purpose of merging with its parent), continues to work on the further development of the lithium batteries technology licensed from Terra Inventions Corp. (formerly Li-ion Motors Corp.) (“Terra”), the Company’s former parent. Consultants for the Company are continuing work on the solar concentrating electric power generating system working independently.

  

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are the representations of management. These accounting policies conform to accounting policies generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

 

History and Nature of Business

 

On April 2, 2011, the Company’s Board of Directors (the “Board”) authorized the merger with our wholly-owned subsidiary, Sky Power Solutions Corp., and in the merger the name of our Company was changed to Sky Power Solutions Corp.

 

On April 15, 2008, Terra sold its controlling interest of the Company’s outstanding common stock to Blue Diamond Investments, Inc. (“Blue Diamond”) With the sale of our VoIP telecommunications business, named Zingo Telecom, Inc., on May 15, 2008, the Company intends to concentrate efforts on further development of the lithium batteries technology licensed from Terra, the Company’s former parent.

 

Effective April 15, 2008, the Company entered into a License Agreement (“License Agreement”) with Terra Inventions providing for Terra’s license to the Company of Terra’s patent applications and technologies for rechargeable lithium-ion batteries for hybrid vehicles and other applications (“Licensed Products”).

 

Under the License Agreement, Terra had the right to purchase its requirements of lithium ion batteries from the Company, and its requirements of lithium ion batteries would have been supplied in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers. Terra’s cost for lithium ion batteries purchased from the Company would be the actual manufacturing costs for such batteries for our fiscal quarter in which Terra’s purchase takes place.

 

On May 25, 2010, the agreement was amended to grant the Company the exclusive license rights for the United States and Terra may grant other companies rights elsewhere around the world.

 

Under the terms of the License Agreement, the Company agreed to invest a minimum of $1,500,000 in each of the first two years under the License Agreement in development of the technology for the Licensed Products. To date, we have not met the minimum requirements in the development of the technology, and therefore, are not compliant with our obligations under this covenant of the License Agreement. Terra advised the Company that it will not give notice of default against the Company for its failure to comply with this covenant over the term of the License Agreement.

 

Effective April 16, 2008, the Company agreed to lease approximately 5,000 square feet of space in Terra’s’ North Carolina facility. The leased space was suitable, and utilized by the Company, for developmental and manufacturing operations for licensed products pursuant to the license agreement. The lease was terminated May 2012. Also, effective April 16, 2008, the Company purchased certain equipment and supplies related to the license agreement from Terra for the purchase price of $29,005.

Basis of Presentation

 

Going Concern

 

The Company’s financial statements for the year ended July 31, 2014, have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company did not have any revenue in 2014 and as of July 31, 2014, there was a working capital deficit of $664,958. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

 

Since its incorporation, the Company financed its operations almost exclusively through advances from its controlling shareholders. Management’s plans are to finance operations through the sale of equity or other investments for the foreseeable future, as the Company does not receive significant revenue from its new business operations. There is no guarantee that the Company will be successful in arranging financing on acceptable terms.

 

The Company's ability to raise additional capital is affected by trends and uncertainties beyond its control. The Company does not currently have any arrangements for financing and it may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to it. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Note 2. Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.

 

Property and Equipment

 

Property and equipment are recorded at cost. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:

 

			Lives
Furniture and Fixtures			10 years
Software			3-5 years
Computers			5 years

Evaluation of Long-Lived Assets

 

The Company reviews property and equipment for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets”. An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value. The Company is looking for space to work and store equipment for both battery development and solar dish.

 

Advertising

 

Advertising costs are generally expensed and are included in selling, general and administrative expenses. Total advertising expenditures for the years ended July 31, 2014 and 2013, were approximately $0 and $2,250, respectively.

 

Research and Development

 

The Company is currently a research and development (“R&D”) stage company and therefore the Board of Directors has not set a budget for R&D. However, all projects and purchases must be approved before being started or purchased. As of July 31, 2014 and 2013, there have been expenses allocated to research and development. For the years ending July 31, 2014 and 2013, R&D consisted of parts, salaries, and payroll taxes, which amounted to $6,460 and $4,820, respectively.

 

Net Loss Per Common Share

 

Basic loss per common share is computed based on the weighted average number of shares outstanding during the year. Diluted earnings per common share is computed by dividing net earnings (loss) by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options, warrants or other convertible instruments that could affect the calculated number of shares.

 

Income Taxes

 

Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

 

Effects of Recent Accounting Pronouncements

 

The Company has elected early adoption of Accounting Standard Update (ASU) 2014-10, Topic 915, Development Stage Entities, Elimination of Certain Financial Reporting Requirements. ASU 2014-10 removes all incremental financial reporting requirements for development stage entities, including, but not limited to, inception-to-date financial information included on the statements of operations, statements of stockholders’ equity (deficit) and statements of cash flows. As a result of the Company’s early adoption, all references to the Company as a development stage entity have been removed. The adoption of this pronouncement has no impact on the Company’s financial position, results of operations or liquidity.

Note 3. Property and Equipment

 

Property and equipment at consists of:

 

		July 31,
		2014				2013
Equipment		$	131,455			$	131,455
Less: Accumulated depreciation			(128,230	)			(126,941	)
Property and equipment, net		$	3,225			$	4,514

  

Depreciation expense for the years ended July 31, 2014 and 2013, was $1,289 and $19,450, respectively.

 

Note 4. Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses at July 31, 2014 and 2013 consisted of:

 

		July 31,
		2014				2013
Accounts payable		$	233,585			$	164,957
Wages, paid leave and payroll related taxes			43,091				41,039
Other accrued expenses			—				1,000
Total		$	276,676			$	206,996

 

Note 5. Common Stock

 

Effective January 18, 2013, the Company filed with Secretary Of State of Nevada a Certificate of Change that affected a 1:50 reverse split in the Company’s outstanding common stock and a reduction of our authorized common stock in the same 1:50 ratio, from 500,000,000 shares to 10,000,000 shares. We have retroactively restated all share amounts to show effects of the Common Stock split.

 

On October 9, 2012, the Company converted $493,920 of its debt to various lenders into 7,840,575 shares of Common Stock at $0.18499 per share, causing a loss of settlement of debt in the amount of $956,480.

 

Conversion price was equal to fair market value of common share on the date of conversion, except for the conversion of shares on November 1, 2012, which were converted below fair value.

 

Note 6. Net Loss Per Common Share

 

Loss per share is computed based on the weighted average number of shares outstanding during the year. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified periods. The Company has no outstanding options, warrants or other convertible instruments that could affect the calculated number of shares.

The following table sets forth the reconciliation of the basic and diluted net loss per common share computations for the years ended July 31, 2014 and 2013.

 

		Year Ended												Year Ended
		July 31, 2014												July 31, 2013
		Income				Shares				Per-Share				Income				Shares				Per-Share
		(Numerator)				(Denominator)				Amount				(Numerator)				(Denominator)				Amount
Net Income (Loss)		$	(70,969	)										$	(1,057,142	)
Basic EPS			(70,969	)			9,838,721				(0.01	)			(1,057,142	)			7,862,053				(0.13	)
Effect of dilutive securities			—												—
Diluted EPS		$	(70,969	)			9,838,721				(0.01	)		$	(1,057,142	)			7,862,053				(0.13	)

 

Note 7. Related Party Transactions

 

On December 15, 2010, the Company issued a non-interest bearing, due on demand, promissory note to Mehboob Charania, (former chief executive and principal financial officer) for which it has received advances of $173,600 and repaid $0. The related party transaction amounts are reported as current due to the relationship.

 

Note 8. Advances

 

The Company's principal financing source in previous years had been from its former parent, Terra. Terra is out of business and currently funding is from a third party. On October 2, 2012, the Company’s entire debt to Terra was assigned to Frontline Asset Management, Inc. (“Frontline”). At July 31, 2014 and July 31, 2013, the Company owed Terra $0 and $708,602, respectively, under this debt assignment. Accounts payable of $11,250 owing to Terra for previously incurred expenses are still outstanding and are recorded in Accounts payable and accrued expenses on the balance sheet as of July 31, 2014 and 2013.

 

On October 2, 2012, a third party (“Frontline”) assumed the debt owed to Terra in the amount of $708,602. On November 1, 2012, $493,920 was converted into Common Shares. Leaving a balance due to Frontline of $214,682. During the years ending July 31, 2014 and 2013, Frontline paid expenses on behalf of the Company of $64,816 and $112,170 respectively. At July 31, 2014 and July 31, 2013, the Company owed Frontline $382,668 and $326,852, respectively.

 

As were the terms with Terra, the assigned debt to Frontline continues to be, as does any subsequent debt we incur, interest free. No term has been set for repayment and no payment is expected until the Company has begun to become a profitable venture.

 

Note 9. Income Taxes

 

At July 31, 2014, the Company has deferred tax assets as a result of the net operating losses incurred from inception. The resulting deferred tax assets are reduced by a valuation allowance as discussed in Note 1, equal to the deferred tax asset as it is unlikely, based on current circumstances, that the Company will ever realize a tax benefit. Deferred tax assets and the corresponding valuation allowances amounted to approximately $2.8 million and $2.7 million at July 31, 2014 and July 31, 2013, respectively. The statutory tax rate is 35% and the effective tax rate is zero.

 

Under current tax laws, the cumulative operating losses incurred amounting to approximately $8 million and $7.9 million at July 31, 2014 and July 31, 2013 respectively, will begin to expire in 2024.

Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on loss carry-forwards to offset taxable income when an ownership change occurs. The Company meets the definition of an ownership change and some of the net operating loss carry-forwards will be limited.

 

Note 10. Commitments and Contingencies

 

The Company entered into a month to month lease agreement with Li-ion Motors Corp. for 5,000 square feet within Li-ion Motors’ Mooresville facility on April 16, 2008, at the rate of $3,038. Approximately 80% of this space had been converted into offices and a battery development workshop including a dry room. However, on May 31, 2012, Li-ion Motors closed the facility and terminated the Company’s lease.

 

On May 30, 2014 Gordon F. Lee was appointed as CEO. The Company signed a letter of intent to complete a share exchange with Red Apple Pharm subject to a 60-day period of due diligence. Red Apple Pharm never provided financials. On June 20, 2014 Mr. Lee resigned. The letter of intent had a $20,000 monthly salary for Mr. Lee. After his resignation Mr. Lee sent an invoice for salary and expenses totaling over $69,000 related to the due diligence period. The company disputes this amount and Mr. Lee received the initial $2,500 payment, no other payment has been made to date of this filing.  Mr. Lee was notified at the time of his appointment that no expenses or commitments should be made on behalf of the corporation without the consent of the board of directors.

 

Note 11. Subsequent Events. 

 

The company has filed with the SEC a Preliminary Notice of a Special Meeting of Stockholders to be held in December 2014, at a date yet to be determined, to vote on an amendment to our articles of Incorporation to increase our authorized common stock from 10 million to 250 million shares and any other business as may properly come before the special meeting.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

 

 None

 

Item 9A. Controls and Procedures.

 

 As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and  procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of July 31, 2014, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

 

Management's Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Management assessed the effectiveness of internal control over financial reporting as of July 31, 2014. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. Management concluded in this assessment that as of July 31, 2014, our internal control over financial reporting is not effective.

 

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of our 2014 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 None

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance.

 

Our executive officers and directors and their respective ages as of October 1, 2014 are as follows:

 

Name		Age				Office
Liudmilla Voinarovska			35			President, Chief Executive Officer, Treasurer, Secretary, and Director

 

The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:

 

Liudmilla Voinarovska was appointed on July 27, 2012 as President, having been added to the Board June 15, 2012. Ms. Voinarovska is well educated and brings considerable experience to the Company.  Early in her career she taught English at the Gymnasium in the Ukraine, comparable to a U.S. High School, moving later to training teachers at the college level and at the International Academy of Personnel Management. She is currently pursuing a PhD in Linguistics. Moving into the business world she was the project coordinator of a call center for VoIP telecommunications, where she was highly effective resolving issues quickly and efficiently. More recently Ms. Voinarovsha has become a freelance consultant finding needed information and services, working with businessmen and firms who desire to establish businesses in the Ukraine, including setting up meetings with potential business partners.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

 Section 16(A) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who beneficially own more than five  percent (5%) of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes that during the fiscal year ended July 31, 2013, all such filing requirements applicable to its officers and directors were complied with, except that Liudmilla Voinarovska was required to file a Form 3 within 10 days of her election on June 15, 2012 as a director of the Company, which Form has not yet been filed.

  

Item 11. Executive Compensation.

 

The following table sets forth information for the periods indicated concerning the aggregate compensation paid by the Company and its subsidiaries to certain of the Company’s executive officers (the “Named Executives”).

Year (b)				Salary $ (c)				Bonus $ (d)				Stock Awards $ (e)				Option  Awards $ (f)				Non-Equity Incentive Plan Compensation $ (g)				Change in Pension Value and Nonqualified Deferred Compensation Earnings $ (h)				All Other Compensation (i)				Total
	2014			$	—			$	—			$	—			$	—			$	—			$	—			$	—				-0-
	2013				—				—				—				—				—				—				2,050				-0-

 

We have not entered into any employment agreement or consulting agreement with our directors and executive officers.

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

 

Director Compensation

 

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay our directors any fees or other compensation in the year ended July 31, 2014.

 

We have no formal plan for compensating our directors for their service in their capacity as directors. We may grant to our directors in the future options to purchase shares of common stock as determined by our board of directors or a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Other than indicated in this report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.

  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth, as November 3, 2014, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Title of Stock		Name and address of beneficial owner		Number of Shares of Common Stock				Percentage of Outstanding Common Stock (1)
Common Stock		Liudmila Voinarvoska			0				*
		President and Chief Executive Officer
		420 North Nellis A3-146
		Las Vegas, Nevada 89110
		All Officers and Directors			0				*
		Directors as a Group (1 persons)
		Arctic Orchards LLC			980,000				9.96	%
		5 Iron Mill
		Minchinhampton, Glos
		GL6 9AL, UK
		Platinum Capital Holdings Corp.			980,000				9.96	%
		2602 S. Grand Canyon Dr
		Las Vegas, NV 89117
		Domino Developments Inc.			689,000				7.00	%
		Suite 300, Beachmont Business Center
		Kingstown
		St. Vincent & The Grenadines
		West Indes
		SSR Investments			980,000				9.96	%
		4894 Lone Mountain
		Las Vegas, NV 89130

* Less than 1%

⁽¹⁾ As of October 20, 2014, there were 9,838,721 shares of our common stock issued and outstanding.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

The Company's principal financing source in previous years had been from its former parent, Terra. Fiscal year 2014 funding has been provided by a third party. On October 2, 2012, the Company’s entire debt to Terra was assigned to Frontline Asset Management, Inc. (“Frontline”). At July 31, 2014 and July 31, 2013, the Company owed Terra $0 and $0, respectivelyunder this debt assignment. Accounts payable of $11,250 owing to Terra for previously incurred expenses are still outstanding and are recorded in Accounts payable and accrued expenses on the balance sheet as of July 31, 2014 and 2013.

 

On October 2, 2012, Frontline assumed the debt owed to Terra in the amount of $708,602. On November 1, 2012, $493,920 was converted into Common Shares, leaving a balance due to Frontline of $214,682. At July 31, 2014 and July 31, 2013, the Company owed Frontline $382,668 and $326,852, respectively.

 

 As were the terms with Terra, the assigned debt to Frontline continues to be, as does any subsequent debt we incur, interest free. No term has been set for repayment and no payment is expected until the Company has begun to become a profitable venture.

License Agreement for Lithium Ion Battery Technology

 

Effective April 15, 2008, we entered into a License Agreement with Terra Inventions Corp., our controlling stockholder providing for the license to us of Terra Inventions Corp. patent applications and technologies for rechargeable lithium-ion batteries for hybrid vehicles and other applications. Under the License Agreement, Terra Inventions Corp. had the right to purchase its requirements of lithium ion batteries from us, and its requirements of lithium ion batteries would be supplied in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for our other customers. Terra Inventions Corp. cost for lithium ion batteries purchased from us would be our actual manufacturing costs for such batteries for our fiscal quarter in which Terra Inventions Corp. purchase takes place. On May 25, 2010 the Agreement was amended limiting us to only the United States, with Terra able to grant other licenses to companies in other parts of the world.

  

Under Section 2.2 of the License Agreement, we has agreed to invest a minimum of $1,500,000 in each of the first two years of the term of the License Agreement in development of the technology for the Licensed Products. In the initial year under the License Agreement, we invested approximately $264,043 in the development of our technology, and therefore are not in compliance with our obligations under this covenant of the License Agreement. Terra Inventions Corp. had advised us that it will not give notice of default against us for our failure to comply with this over the term of the License Agreement.

 

On April 16, 2008, we leased approximately 5,000 square feet of space (“Leased Space”) in Terra’ North Carolina facility, such Leased Space was to be suitable for, and utilized by us for, our developmental and manufacturing operations for Licensed Products pursuant to the License Agreement, that lease was terminated May 31, 2012, when Terra closed their facility. The Leased Space, had been leased by Terra to us on a month-to-month basis at a monthly rental of $3,038, the monthly rental to be escalated five (5%) percent annually. Effective April 16, 2008, Terra also sold us for the purchase price of $29,005, specified equipment and supplies related to the licensed field.

  

Item 14. Principal Accountant Fees and Services.

 

(1) Audit Fees.

 

The aggregate fees billed by Sadler Gibb & Associates for professional services rendered for the audit of our financial statement filed as part of our 2014 Form 10-K filing and for review of our interim financial statements filed as part of our quarterly Form 10-Q filings for the fiscal years ended July 31, 2014 and the quarterly 10-Q filings for the fiscal year ended July 31, 2014, are $17,000.

 

(2) Audit-Related Fees.

 

There have been no audit-related fees billed by our accountants in each of the last two fiscal years of our Company.

 

(3) Tax Fees.

 

There have been no tax fees billed by our accountants in each of the last two fiscal years of our Company.

 

(4) All Other Fees.

 

There have been no other fees billed by our accountants in each of the last two fiscal years of our Company.

 

(5) It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by the Board of Directors that is at present acting as the Audit Committee.

 

(6) Not applicable.

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit No.		Description
3.1		Articles of Incorporation of the Company. (Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 7, 2003.)
3.1a		Articles of Merger, effective May 12, 2008, providing for the merger of Superlattice Power, Inc., a wholly-owned subsidiary of the Company into the Company. (Incorporated herein by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-K, filed October 29, 2008.)
3.1b		Certificate of Change, effective October 19, 2009, providing for a 3-for-1 stock split and increase in authorized common stock.  (Incorporated herein by reference to Exhibit 3.1b to the Company’s Annual Report on Form 10-K, filed with the Commission on October 22, 2009).
3.1c		Articles of Merger, filed April 7, 2011, between Sky Power Solutions Corp. and Superlattice Power, Inc. (Incorporated by reference to Exhibit 3.1c to the Company’s Current Report on Form 8-K, filed with the Commission on April 27, 2011.)
3.1d		Certificate of Change, effective April 26, 2011, providing for a 300-for-1 reverse stock split and decrease in authorized common stock.  (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on April 27, 2011.)
3.1e		Certificate of Amendment to Articles of Incorporation, filed June 6, 2011. (Incorporated by reference to Exhibit 3.1e to the Company’s Current Report on Form 8-K, filed with the Commission on June 8, 2011.)

 

3.1f		Certificate of Amendment to Articles of Incorporation, filed September 12, 2012. (Incorporated by reference to Exhibit 3.1f to the Company’s Current Report on Form 8-K, filed with the Commission on September 17, 2012.)
3.lg		Certificate of Change, filed December 24, 2012. (Incorporated by reference to Exhibit 3.1g to the Company’s Annual Report on Form 10-K, filed with the Commission on November 12, 2013.)
3.1h		Certificate of Merger with subsidiary, filed December 24, 2012, amending Articles of Incorporation of Company to change the name of the Company to Clean Enviro Tech Corp. (Incorporated by reference to Exhibit 3.1h to the Company’s Annual Report on Form 10-K, filed with the Commission on November 12, 2013.)
3.2		By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 7, 2003.)
10.4		Agreement and Plan of Reorganization, dated as of August 18, 2005, among the Company, Whistlertel, Inc. and Hybrid Technologies, Inc. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on August 24, 2005.)
10.5		License Agreement, dated April 14, 2008, between the Company and Hybrid Technologies, Inc. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)
10.6		Stock Purchase Agreement, dated May 15, 2008, between the Company and Heritage Asset Management Inc.(Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Commission on May 21, 2008.)

10.7		EV Innovations, Inc. letter to the Company, dated October 1, 2009, waiving default under April 14, 2008 License Agreement. (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the Commission on October 22, 2009.)
10.8		Amendment, dated May 25, 2010, to License Agreement, dated April 14, 2008, between the Company and Li-ion Motors Corp. (formerly Hybrid Technologies, Inc.). (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the Commission on November 15, 2011.)
31		Certification  of  Chief Executive Officer and Principal  Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, filed herewith.
32		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

 

	SEC Ref. No.			Title of Document
	101.	INS		XBRL Instance Document
	101.	SCH		XBRL Taxonomy Extension Schema Document
	101.	CAL		XBRL Taxonomy Calculation Linkbase Document
	101.	DEF		XBRL Taxonomy Extension Definition Linkbase Document
	101.	LAB		XBRL Taxonomy Label Linkbase Document
	101.	PRE		XBRL Taxonomy Presentation Linkbase Document

 

The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

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.

 

		CLEAN ENVIRO TECH CORP.
By:		/s/ Liudmilla Voinarovska
		Chief Executive Officer and Principal Financial Officer
		Date: November 13, 2014

 

In  accordance  with the  Securities  Exchange  Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:		/s/ Liudmilla Voinarovska
		Liudmilla Voinarovska
		(President, Chief Executive Officer and Director)
		Date: November 13, 2014