Attached files

file filename
EX-31.1 - SOLAR WIND ENERGY TOWER, INC.ex31-1.htm
EX-32.1 - SOLAR WIND ENERGY TOWER, INC.ex32-1.htm
EX-32.2 - SOLAR WIND ENERGY TOWER, INC.ex32-2.htm
EX-31.2 - SOLAR WIND ENERGY TOWER, INC.ex31-2.htm

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2015

 

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 000-53035

 

SOLAR WIND ENERGY TOWER INC.

(Exact name of Issuer as specified in its charter)

 

Nevada   82-6008752
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     
1997 Annapolis Exchange Pkwy., Suite 300, Annapolis, MD   21401
(Address of Principal Executive Offices)   (Zip Code)

 

(410) 972 - 4713

(Registrant’s Telephone Number, Including Area Code)

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

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. (Check one):

 

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 [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,161,419,729 shares of Common Stock ($0.0001 par value) as of August 10, 2015.

 

 

 

 
   

 

Solar Wind Energy Tower, Inc.

FORM 10-Q for the Quarter Ended June 30, 2015

 

Index

 

  Page
   
PART I. FINANCIAL INFORMATION
   
Item 1. Financial Statements (Unaudited) 3
   

Condensed Consolidated Balance Sheets:
June 30, 2015 (unaudited) and December 31, 2014

3
   

Condensed Consolidated Statements of Operations:
For the three and six months ended June 30, 2015 and 2014 (unaudited)

4
   

Condensed Consolidated Statement of Stockholders’ Deficit
For the six months ended June 30, 2015 (unaudited)

5
   

Condensed Consolidated Statements of Cash Flows:
For the six months ended June 30, 2015 and 2014 (unaudited)

6
   

Notes to Condensed Consolidated Financial Statements:
June 30, 2015 (Unaudited)

7
   
Item 2. Management’s Discussion and Analysis 20
   
Item 3. Quantitative and Qualitative Disclosures About Material Risk 26
   
Item 4. Controls and Procedures 26
   
PART II. OTHER INFORMATION
   
Item 1. Legal Proceedings 28
   
Item 1A. Risk Factors 28
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
   
Item 3. Defaults Upon Senior Securities 28
   
Item 4. Mine Safety Disclosures 28
   
Item 5. Other Information. 29
   
Item 6. Exhibits 29
   
Signatures 31

 

2
   

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

SOLAR WIND ENERGY TOWER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   June 30, 2015   December 31, 2014 
   (unaudited)     
ASSETS          
Current assets:          
Cash  $20,893   $88,764 
Capitalized financing costs, net   1,176    126,386 
Total current assets   22,069    215,150 
           
Property and equipment, net   1,534    1,888 
           
Other assets:          
Capitalized financing costs, net   -    37,697 
Deposits   177,697    129,259 
           
Total assets  $201,300   $383,994 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $270,892   $200,391 
Accrued liabilities and expenses   408,914    369,897 
Advances from stockholders/officers   170,000    170,000 
Settlement payable   -    30,000 
Notes payable   348,270    268,270 
Convertible notes payable, net of unamortized debt discount of $437,764 and $650,053, respectively   581,486    599,457 
Convertible notes payable, related party   280,000    280,000 
Derivative liabilities   1,053,855    1,384,528 
Total current liabilities   3,113,417    3,302,543 
           
Long term debt:          
Convertible note payable, net of unamortized debt discount of $62,893   12,107    - 
Notes payable, related party   -    385,000 
Notes payable   -    80,000 
Total liabilities   3,125,524    3,767,543 
           
Stockholders’ deficit:          
Preferred stock, par value $0.0001 per share; 10,000,000 shares authorized          
Series A Convertible Preferred stock, par value $0.0001 per share, 500,000 shares designated, 393,429 and -0- issued and outstanding as of June 30, 2015 and December 31, 2014, respectively   39    - 
Common stock, par value $0.0001 per share; 5,000,000,000 and 900,000,000 shares authorized as of June 30, 2015 and December 31, 2014, respectively; 981,866,859 and 626,745,923 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively   98,187    62,675 
Common stock to be issued   420,000    420,000 
Additional paid in capital   11,753,591    10,119,764 
Accumulated deficit   (15,193,195)   (13,984,186)
Stockholders’ deficit attributable to Solar Wind Energy Tower, Inc.   (2,921,378)   (3,381,747)
Non-controlling interest   (2,846)   (1,802)
Total stockholders’ deficit   (2,924,224)   (3,383,549)
           
Total liabilities and stockholders’ deficit  $201,300   $383,994 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

 

3
   

 

SOLAR WIND ENERGY TOWER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   Three months ended June 30,   Six months ended June 30, 
   2015   2014   2015   2014 
OPERATING EXPENSES:                    
Research and development  $26,062   $1,190   $80,913   $10,223 
Selling, general and administrative   232,542    507,502    507,572    933,060 
Depreciation   177    988    354    1,976 
Total operating expenses   258,781    509,680    588,839    945,259 
                     
Loss from operations   (258,781)   (509,680)   (588,839)   (945,259)
                     
Other income (expense):                    
Interest expense   (684,724)   (2,300,091)   (1,231,006)   (2,606,025)
Gain (loss) on change in fair value of derivative liabilities   680,950    (517,858)   609,792    (476,450)
                     
Loss before provision for income taxes   (262,555)   (3,327,629)   (1,210,053)   (4,027,734)
                     
Provision for income taxes (benefit)   -    -    -    - 
                     
Net loss   (262,555)   (3,327,629)   (1,210,053)   (4,027,734)
                     
Non-controlling interest   543    29    1,044    29 
                     
NET LOSS ATTRIBUTABLE TO SOLAR WIND ENERGY TOWER, INC.  $(262,012)  $(3,327,600)  $(1,209,009)  $(4,027,705)
                     
Net loss per common share, basic and diluted  $(0.00)  $(0.01)  $(0.00)  $(0.01)
                     
Weighted average number of common shares outstanding, basic and diluted   870,620,274    493,584,706    770,552,897    451,372,066 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

 

4
   

 

SOLAR WIND ENERGY TOWER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

 

   Series A              Additional       Non-      
   Preferred stock   Common stock   Common to be Issued   Paid In   Accumulated   controlling     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Interest   Total 
Balance, January 1, 2015   -   $-    626,745,923   $62,675        $420,000   $10,119,764   $(13,984,186)  $(1,802)  $(3,383,549)
Shares issued in settlement of debt   -    -    355,120,936    35,512    -    -    1,233,296    -    -    1,268,808 
Preferred shares issued in settlement of related party notes and accrued interest   393,429    39    -    -    -    -    393,387    -    -    393,426 
Stock based compensation   -    -    -    -    -    -    7,144    -    -    7,144 
Net loss   -    -    -    -    -    -    -    (1,209,009)   (1,044)   (1,210,053)
Balance, June 30, 2015   393,429   $39    981,866,859   $98,187    6,000,000   $420,000   $11,753,591   $(15,193,195)  $(2,846)  $(2,924,224)

 

See the accompanying notes to the unaudited condensed consolidated financial statements

 

5
   

 

SOLAR WIND ENERGY TOWER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   Six months ended June 30, 
   2015   2014 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(1,210,053)  $(4,027,734)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   354    1,976 
Amortization of debt discounts   688,645    660,896 
Amortization of financing costs   162,907    28,324 
Non-cash interest   334,730    1,821,237 
Stock based compensation   7,144    413,847 
(Gain) loss from change in fair value of derivative liabilities   (609,792)   476,450 
Changes in operating assets and liabilities:          
Settlement payable   (30,000)   - 
Accounts payable and accrued expenses   123,632    26,425 
Net cash used in operating activates   (532,433)   (598,579)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Payment of option to acquire property   (48,438)   - 
Net cash used in investing activities   (48,438)   - 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from sale of common stock   -    25,000 
Proceeds from issuance of notes payable   -    80,000 
Proceeds from issuance of convertible notes payable   513,000    923,000 
Repayments of convertible notes payable   -    (155,918)
Net cash provided by financing activities   513,000    872,082 
           
Net (decrease) increase in cash   (67,871)   273,503 
Cash, beginning of period   88,764    61,758 
           
Cash, end of period  $20,893   $335,261 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
           
Interest paid  $-   $- 
Income taxes paid  $-   $- 
           
Non-cash investing and financing activities:          
Fair value of warrants issued in connection with notes payable  $-   $253,119 
Notes payable issued in settlement of accrued officer salaries  $-   $385,000 
Common stock issued in settlement of debt  $1,268,808   $1,465,078 
Series A preferred stock issued in settlement of related party notes payable and accrued interest  $393,426   $- 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

 

6
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

 

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.

 

Business and Basis of Presentation

 

Solar Wind Energy Tower, Inc. (the “Company,” “we,” “our,” “us”), formerly known as Superior Silver Mines, Inc., was incorporated in the State of Idaho on January 22, 1962 as Superior Mines Company and then changed its name to Superior Silver Mines, Inc. The Company reincorporated as a Nevada corporation on December 27, 2010. The Company has been dormant for a number of years, and has no known mineral reserves.

 

On December 29, 2010, Solar Wind Energy Tower Inc., a Nevada corporation (the “Company” or “Solar Wind”), completed a reverse merger (the “Merger”) with Solar Wind Energy, Inc., a corporation formed under the laws of the State of Delaware on July 26, 2010 (“Solar Wind - Subsidiary”). In connection with the Merger, the Company issued to the stockholders of Solar Wind - Subsidiary in exchange for their Solar Wind - Subsidiary Common Stock, the right to receive an aggregate of 300,000,000 shares of the Company’s Common Stock. As a result of the reverse merger, Solar Wind - Subsidiary is now a wholly-owned subsidiary of the Company.

 

For accounting purposes, Solar Wind - Subsidiary was the surviving entity. The transaction was accounted for as a recapitalization of Solar Wind - Subsidiary pursuant to which Solar Wind - Subsidiary was treated as the surviving and continuing entity although the Company is the legal acquirer rather than a reverse acquisition. Accordingly, the Company’s historical financial statements are those of Solar Wind - Subsidiary immediately following the consummation of the reverse merger. Also, going forward the business operations of Solar Wind - Subsidiary will become the Company’s principal business operations.

 

The Company plans to design, develop, and construct large downdraft towers that use benevolent, non-toxic natural elements to generate electricity and clean water economically (“Downdraft Towers”) by integrating and synthesizing numerous proven as well as emerging technologies. In addition to constructing Downdraft Towers in the United States and abroad, the Company intends to be prepared to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for clean water and electricity.

 

On January 21, 2011, the Company changed its name to Clean Wind Energy Tower, Inc. and on March 11, 2013, changed its name to Solar Wind Energy Tower Inc. along with its wholly-owned subsidiary, a corporation formed under the laws of the State of Delaware, which changed its name from Clean Wind Energy, Inc. to Solar Wind Energy, Inc. In addition, effective January 24, 2011, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from SSVM.OB to CWET.OB and on March 11, 2013, in conjunction with our name change, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from CWET.OB to SWET.OB.

 

In April 2014, the Company organized Arizona Green Power, LLC, an Arizona limited liability company for the purpose to acquire development property from the City of San Luis, Arizona. In connection with financing of the project, the Company reduced its ownership interest to 98.67% in connection with the issuance of a note payable by Arizona Green Power, LLC on April 7, 2014.

 

7
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

Interim Financial Statements

 

The following (a) condensed consolidated balance sheet as of December 31, 2014, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2015.

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $1,210,053 and $4,027,734 for the six month periods ended June 30, 2015 and 2014, respectively, accumulated deficit of $15,193,195 and total current liabilities in excess of current assets of $3,091,348 as of June 30, 2015.

 

The Company does not have any revenues from operations and will be dependent on funds raise to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

 

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Fair Value of Financial Instruments

 

Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.

 

Research and development

 

In accordance with ASC 730, “Research and Development”, the Company expenses all research and development costs as incurred. The Company had incurred $26,062 and $80,913 for the three and six months ended June 30, 2015, respectively, and $1,190 and $10,223 for the three and six months ended June 30, 2014, respectively, in research and development costs. The Company expects the research and development costs to increase in the future as it continues to invest in the infrastructure that is critical to achieve our business goals and objectives.

 

8
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

Net loss per Common Share

 

The Company computes net income (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock. Diluted net loss per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. There is no effect on diluted loss per share since the common stock equivalents are anti-dilutive for the three and six months ended June 30, 2015 and 2014. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible notes, preferred stock and exercise of warrants. Fully diluted shares for the three and six months ended June 30, 2015 were 1,882,870,363 and 1,782,802,986, respectively, and 675,450,951 and 633,238,321 for the three and six months ended June 30, 2014, respectively.

 

Stock Based Compensation

 

The Company account for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the performance period and the related amount recognized in our consolidated statements of operations.

 

Stock-based compensation expense in connection with stock grants issued to consultants in exchange for services rendered for the three and six months ended June 30, 2015 was $7,144; and $190,253 and $413,847, respectively, for the three and six months ended June 30, 2014.

 

Derivative financial instruments

 

Accounting Standards Codification subtopic 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company on October 1, 2009. The Company’s convertible debt has reset provisions to the exercise price if the Company issues equity or a right to receive equity, at a price less than the exercise prices. In addition, the Company has the possibility of exceeding their common shares authorized when considering the number of possible shares that may be issuable to satisfy settlement provisions of convertible notes after consideration of all existing instruments that could be settled in shares.

 

Capitalized Financing Costs

 

Capitalized financing costs represent costs incurred in connection with obtaining the debt financing. These costs are amortized ratably and charged to financing expenses over the term of the related debt. The amortization and write off for the three and six months ended June 30, 2015 and 2014 was $131,735 and $162,907, respectively, and $28,324 for the three and six months ended June 30, 2014. Accumulated amortization of deferred financing costs was $1,894 and $89,036 at June 30, 2015 and December 31, 2014, respectively.

 

Recently Issued Accounting Pronouncements

 

There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

 

9
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

NOTE 2 – DEPOSITS

 

Long-term deposits are comprised of aggregate of $173,438 and $125,000 deposits to acquire approximately 640 acres of land in Yuma County, Arizona at $46,500 per acre. The option requires monthly payments of $12,500 for ten months beginning in June 2015 and may be extended an additional six months with a $250,000 extension fee. All deposits are non-refundable.

 

In addition, the Company has an aggregate of $4,259 in long term lease deposits.

 

NOTE 3 – ACCRUED LIABILITIES AND EXPENSES

 

Accrued liabilities and expenses as of June 30, 2015 and December 31, 2014 consist of the following:

 

   June 30, 2015   December 31, 2014 
Accrued payroll  $180,611   $140,457 
Accrued stock purchase warrants   29,400    29,400 
Accrued interest and other   198,903    200,040 
Total  $408,914   $369,897 

 

NOTE 4 – ADVANCES FROM SHAREHOLDERS/OFFICERS

 

Advances from shareholders are comprised of the fair value of common stock pledged as collateral by shareholder. As disclosed below, the Company issued a secured convertible Promissory Note on February 29, 2012. In connection with the issuance, a shareholder pledged 10,000,000 shares of the Company’s common stock. On March 8, 2012, upon default, the escrow agent transferred the pledged common shares to the note holder. The fair value of the common shares pledged was recorded as a related party obligation as of March 31, 2012 with a corresponding reduction in the carrying value of the Note Payable.

 

NOTE 5 – SETTLEMENT PAYABLE

 

In August 2014, the Company settled the litigation with Hanover Holdings I, LLC for a cash of $90,000 payable in six equal monthly installments of $15,000 beginning September 5, 2014. In connection with the settlement, the Company recognized a gain on settlement of debt of $32,985 during the year ended December 31, 2014. As of December 31, 2014, the outstanding balance was $30,000, which has been repaid during the six months ended June 30, 2015.

 

NOTE 6 – NOTES PAYABLE

 

   June 30, 2015   December 31, 2014 
Promissory notes issued June 20, 2012  $268,270   $268,270 
Note payable issued April 7, 2014   80,000    80,000 
Total   348,270    348,270 
Less current portion   348,270    268,270 
Long term portion  $-0-   $80,000 

 

On June 20, 2012, the Company issued three promissory notes payable in the aggregate of $268,270 in settlement of outstanding accounts payable. The notes mature earlier of (1) one year from the date of issuance, (2) completion of any major financing event or events in which the Company receives aggregate proceeds of $2,000,000 or more, or (3) any liquidation or reorganization, merger or recapitalization of the Company, bear an interest rate of 8% per annum due at maturity and are unsecured. The notes are currently in default.

 

10
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

On April 7, 2014, Arizona Green Power, LLC, a majority owned subsidiary of the Company, issued a note payable for $80,000 with interest at 10% per annum, due at maturity of April 6, 2016. In connection with the issuance of the note, the Company granted i) a 1.33% ownership interest in Arizona Green Power, LLC and ii) a warrant to purchase 1,920,000 shares of the Company’s common stock exercisable at $0.05 per share expiring on March 7, 2016. The warrants were valued using the Black Sholes option pricing method with the following assumptions: dividend yield $-0-, volatility of 158.38% and risk free rate of 0.41%. The determined fair value of the warrant of $3,070 is amortized as financing costs of the term of the related note (2 years).

 

NOTE 7 – CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable are comprised of the following:

 

   June 30, 2015   December 31, 2014 
         
Convertible promissory notes, due December 31, 2015  $239,000   $239,000 
Convertible promissory note, due April 4, 2015, net of unamortized debt discount of $4,773       12,727 
Convertible promissory note, due June 9, 2015, net of unamortized debt discount of $83,184   -    106,576 
Convertible promissory note, due May 11, 2015, net of unamortized debt discount of $-0- and $117,141, respectively   28,500    136,359 
Convertible promissory note, due October 14, 2015, net of unamortized debt discount of $42,072 and $259,479   112,928    70,521 
Convertible promissory note, due July 10, 2015, net of unamortized debt discount of $37,158   -    16,342 
Convertible promissory note, due October 10, 2015, net of unamortized debt discount of $8,535 and $61,058, respectively   21,465    17,692 
Convertible promissory note, due December 30, 2015, net of unamortized debt discount of $43,870 and $87,260, respectively   43,630    240 
Convertible promissory note, due January 5, 2016, net of unamortized debt discount of $40,777   37,973     
Convertible promissory note, due February 19, 2016, net of unamortized debt discount of $50,464   28,036     
Convertible promissory note, due March 16, 2016, net of unamortized debt discount of $56,831   23,169     
Convertible promissory note, due March 3, 2017, net of unamortized debt discount of $62,893   12,107     
Convertible promissory note, due December 27, 2015, net of unamortized debt discount of $54,585   29,415    - 
Convertible promissory note, due May 15, 2016, net of unamortized debt discount of $50,253   7,247    - 
Convertible promissory note, due May 30, 2016, net of unamortized debt discount of $52,617   4,883    - 
Convertible promissory note, due March 1, 2016, net of unamortized debt discount of $37,760   5,240    - 
Total   593,593    599,457 
Less current portion   (581,486)   (599,457)
Long term portion  $12,107   $ 

 

11
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

2015 Notes:

 

LG Capital Funding, LLC

 

On January 5, 2015, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC (“LG”), for the sale of an 8% convertible note in the principal amount of $78,750 (the “Note”). The financing closed on January 5, 2015. The total net proceeds the Company received from this Offering was $75,000.

 

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on January 5, 2016. The Note is convertible into common stock, at LG’s option, at a 42% discount to the average three lowest bid prices of the common stock during the 15 trading day period prior to conversion.

 

Fourth Man, LLC.

 

On February 20, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC (“Fourth Man”), for the sale of an 8% convertible note in the principal amount of $78,500 (the “Note”). The financing closed on February 20, 2015. The total net proceeds the Company received from this Offering was $75,000.

 

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on February 19, 2016. The Note is convertible into common stock, at Fourth Man’s option, at a 42% discount to the average three lowest close prices of the common stock during the 10 trading day period prior to conversion.

 

JSJ Investments, Inc.

 

On March 16, 2015, the Company entered into a Securities Purchase Agreement with JSJ Investments, Inc (“JSJ”), for the sale of an 12% convertible note in the principal amount of $80,000 (the “Note”). The financing closed on March 16, 2015. The total net proceeds the Company received from this Offering was $75,000.

 

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on March 16, 2016. The Note is convertible into common stock, at JSJ’s option, at a 42% discount to the average three lowest close prices of the common stock during the 15 trading day period prior to conversion.

 

JMJ Financial

 

On March 3, 2015, the Company entered into a Securities Purchase Agreement with JMJ Financial, for the sale of an 12% convertible note in the aggregate principal amount of $400,000 (the “Note”). The financing closed on a $75,000 tranche on March 3, 2015. The total net proceeds the Company received from this Offering was $68,000, net of fees and original interest discount (“OID”) of $5,000.

 

The Note bears interest at the rate of 12% per annum after three months. All interest and principal must be repaid on March 3, 2017. The Note is convertible into common stock, at JMJ Financial’s option, at a 60% discount to the lowest close price of the common stock during the 25 trading day period prior to conversion.

 

Vis Vires Group, Inc.

 

During the six months ended June 30, 2015, the Company entered into Securities Purchase Agreements with Vis Vira Group, Inc for the sale of 8% convertible notes in the aggregate principal amount of $127,000 (the “Notes”). The total net proceeds the Company received from these offerings was $120,000, net of fees of $7,000.

 

12
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

The Notes bear interest at the rate of 8% per annum. As of the six months ended June 30, 2015, all interest and principal must be repaid in approximately months from the issuance date, with the last note being due March 1, 2016. The Notes are convertible into common stock, at Vis Vira Group, Inc.’s option, at a 42% discount to the average of the three lowest closing bid prices of the common stock during the 15 trading day period prior to conversion.

 

JDF Capital, Inc.

 

During the six months ended June 30, 2015, the Company entered into Securities Purchase Agreements with JDF Capital, Inc. for the sale of 10% convertible notes in the aggregate principal amount of $115,000 (the “Notes”). The total net proceeds the Company received from these offerings was $100,000, net of fees and original interest discount (“OID”) of $15,000.

 

The Notes bear interest at the rate of 10% per annum, prepaid as OID. As of the six months ended June 30, 2015, all interest and principal must be repaid in approximately one year from the issuance date, with the last note being due May 30, 2016. The Notes are convertible into common stock, at JDF Capital, Inc.’s option, at a 42% discount to the lowest closing price of the common stock during the 25 trading day period prior to conversion.

 

Summary:

 

The Company has identified the embedded derivatives related to the above described Notes. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date.

 

At the inception of the 2015 Notes, the Company determined the aggregate fair value of $847,730 of embedded derivatives. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 141.48% to 194.56%, (3) weighted average risk-free interest rate of 0.17 % to 0.27%, (4) expected life of 0.76 to 2.00 years, and (5) estimated fair value of the Company’s common stock of $0.0018 to $0.008 per share.

 

The determined fair value of the debt derivatives of $847,730 was charged as a debt discount up to the net proceeds of the note with the remainder of $334,730 charged to current period operations as non-cash interest expense.

 

At June 30, 2015, the Company marked to market the fair value of the debt derivatives and determined a fair value of $1,053,754. The Company recorded a gain from change in fair value of debt derivatives of $668,752 and $568,175 for the three and six months ended June 30, 2015, respectively. The fair value of the embedded derivatives was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 158.88%, (3) weighted average risk-free interest rate of 0.01% to 0.64%, (4) expected life of 0.25 to 1.68 years, and (5) estimated fair value of the Company’s common stock of $0.0018 per share.

 

The charge of the amortization of debt discounts and costs for the three and six months ended June 30, 2015 was $324,943 and $688,645, respectively, and $341,588 and $595,911 for the three and six months ended June 30, 2014, respectively; which was accounted for as interest expense. Also, the Company has accrued interest expense of $18,960 as of June 30, 2015.

 

During the six months ended June 30, 2015, the Company issued an aggregate of 355,120,936 shares of its common stock in settlement of the convertible note payable and related interest.

 

13
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

NOTE 8 – NOTES PAYABLE, RELATED PARTY

 

On April 18, 2014, the Company issued an aggregate of $385,000 promissory notes to officers and key employees in settlement of accrued salaries. The promissory notes bear interest at the rate of 2% per annum. All interest and principal must be repaid on April 18, 2016. In connection with the issuance of the notes, the Company issued an aggregate of 59,413,581 warrants to purchase the Company’s common stock at $0.00648 per share for two years.

 

The warrants were valued using the Black Sholes option pricing method with the following assumptions: dividend yield $-0-, volatility of 180.09% and risk free rate of 0.43%. The determined fair value of the warrants of $250,049 is amortized as financing costs of the term of the related notes (2 years).

 

On June 2, 2015, the Company issued 393,429 shares of its Series A Convertible Preferred stock in settlement of the $385,000 above described notes, accrued interest and the return and cancellation of the 59,413,581 previously issued warrants.

 

NOTE 9 – CONVERTIBLE NOTES PAYABLE, RELATED PARTY

 

During 2012, the Company issued an aggregate of $280,000 convertible promissory notes to officers and key employees in settlement of accrued salaries.

 

The convertible promissory notes bear interest at the rate of 8% per annum. All interest and principal were to be repaid initially on December 31, 2014. The convertible promissory notes are convertible into common stock, at the holders’ option at $0.015 per common share. In December 2014, the notes were extended to December 31, 2015 with the interest rate increasing to 12% per annum.

 

Due to the nature of the notes described in Note 7 above, the Company has identified the embedded derivatives related to the above described Notes. These embedded derivatives included certain conversion features and the uncertainty of sufficient authorized shares to meet possible conversion demands. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the notes and to fair value as of each subsequent reporting date.

 

The fair value of the embedded derivatives was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 200.41% to 200.80%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 2.0 years, and (5) estimated fair value of the Company’s common stock of $0.0165 to $0.0167 per share.

 

The determined fair value of the debt derivatives of $262,285 was charged as a debt discount up to the net proceeds of the note.

 

At June 30, 2015, the Company marked to market the fair value of the debt derivatives and determined a fair value of $101. The Company recorded a gain from change in fair value of debt derivatives of $12,198 and $41,617 for the three and six months ended June 30, 2015. The fair value of the embedded derivatives was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 158.88%, (3) weighted average risk-free interest rate of 0.01%, (4) expected life of 0.25 years, and (5) estimated fair value of the Company’s common stock of $0.0018 per share.

 

The charge of the amortization of debt discounts and costs for the three and six months ended June 30, 2015 was $-0- and $32,672 and $64,985 for the three and six months ended June 30, 2014, respectively, which was accounted for as interest expense. Also, the Company has accrued interest expense of $103,003 as of June 30, 2015.

 

14
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

NOTE 10 – DERIVATIVE LIABILITIES

 

As described in Notes 6 and 8 above, the Company issued convertible notes that contain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date. Refer to Notes 7 and 9 for assumptions used to determine fair values.

 

NOTE 11 – STOCKHOLDERS’ EQUITY

 

Preferred stock

 

The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.0001 per share. As of June 30, 2015 and December 31, 2014, the Company has 393,429 and -0- shares of preferred stock issued and outstanding.

 

On June 2, 2015, the Company designated 500,000 as Series A Convertible Preferred Stock (“Series A preferred”) at $0.0001 par value.

 

Each Series A preferred share i) shall rank senior in regard to dividend rights, rights of redemption and liquidation to all classes of common stock and any class or series of capital stock of the Company hereafter creates, ii) receive dividends if and when declared by the Company’s board of directors, iii) each share of Series A preferred convertible into 154.32 shares of common and iv) each share of Series A preferred stock is entitled to 20 votes for each share of common stock into which Series A preferred could then be converted.

 

On June 2, 2015, the Company issued 393,429 shares of its Series A Convertible Preferred stock in settlement of related party notes payable of $385,000, accrued interest and the return and cancellation of the 59,413,581 previously issued warrants.

 

Common stock

 

The Company has authorized 1,300,000,000 and 900,000,000 shares of common stock, with a par value of $0.0001 per share as of June 30, 2015 and December 31, 2014, respectively. As of June 30, 2015 and December 31, 2014, the Company has 981,866,859 and 626,745,923, respectively, shares of common stock issued and outstanding.

 

On January 15, 2015, the Company’s majority stockholders approved to amend the Articles of Incorporation to increase of authorized shares of common stock from 900,000,000 to 1,300,000,000 and on June 5, 2015, the Company’s majority stockholders approved to amend the Articles of Incorporation again to increase of authorized shares of common stock from 1,300,0000 to 5,000,000,000.

 

In 2013 and 2012, the Company issued an aggregate of 15,000,000 and 21,500,000 shares of common stock for future services of $328,500 and $1,305,000, respectively. The Company accretes the fair value of the shares issued as stock based compensation during the requisite service period to operations. During the three and six months ended June 30, 2015, the Company recorded $7,144, ($190,253 and $378,415 for the three and six months ended June 30, 2014, respectively) as stock based compensation.

 

15
   
 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

NOTE 12 – WARRANTS

 

Warrants

 

The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock at June 30, 2015:

 

Exercise Price   Number
Outstanding
   Warrants
Outstanding
Weighted
Average
Remaining
Contractual Life
(years)
   Weighted
Average
Exercise price
   Number
Exercisable
   Warrants
Exercisable
Weighted
Average
Exercise Price
 
$0.00860    11,627,908    0.76    0.00860    11,627,908    0.00860 
 0.02000    5,000,000    1.97    0.02000    5,000,000    0.02000 
 0.05000    1,920,000    0.69    0.05000    1,920,000    0.05000 
 0.10000    2,187,101    2.90    0.10000    2,187,101    0.10000 
      20,735,009    1.27         20,735,009   $0.02482 

 

Transactions involving the Company’s warrant issuance are summarized as follows:

 

   Number of
Shares
   Weighted
Average
Price Per
Share
 
Outstanding at December 31, 2013   2,187,101   $0.10 
Granted   93,711,489    0.01 
Exercised        
Canceled or expired        
Outstanding at December 31, 2014   95,898,590    0.02 
Granted        
Canceled   (59,413,581)   0.00648 
Expired   (15,750,000)   0.04 
Outstanding at June 30, 2015   20,735,009   $0.02482 

 

NOTE 13- NON CONTROLLING INTEREST

 

In April 2014, the Company organized Arizona Green Power, LLC, an Arizona limited liability company for the purpose to acquire development property from the City of San Luis, Arizona. At the time of formation, Arizona Green Power, LLC did not have any significant assets or liabilities. In connection with financing of the project, the Company reduced its ownership interest to 98.67% in connection with the issuance of a note payable by Arizona Green Power, LLC on April 7, 2014.

 

A reconciliation of the non-controlling loss attributable to the Company:

 

Net loss attributable to non-controlling interest for the three months ended June 30, 2015:

 

   June 30, 2015 
Net loss  $40,726 
Average Non-controlling interest percentage   1.33%
Net loss attributable to the non-controlling interest  $543 

 

16
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

Net loss attributable to non-controlling interest for the six months ended June 30, 2015:

 

   June 30, 2015 
Net loss  $78,313 
Average Non-controlling interest percentage   1.33%
Net loss attributable to the non-controlling interest  $1,044 

 

Net loss attributable to non-controlling interest for the three and six months ended June 30, 2014:

 

   June 30, 2014 
Net loss  $2,194 
Average Non-controlling interest percentage   1.33%
Net loss attributable to the non-controlling interest  $29 

 

The following table summarizes the changes in non-controlling interest from December 31, 2014 to June 30, 2015:

 

Balance, December 31, 2014  $(1,802)
Transfer (to) from the non-controlling interest as a result of change in ownership    
Net loss attributable to the non-controlling interest   (1,044)
Balance, June 30, 2015  $(2,846)

 

NOTE 14 – FAIR VALUE MEASUREMENTS

 

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
   
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
   
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable.

 

Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of June 30, 2015:

 

   Level 1    Level 2    Level 3    Total 
Long-term investments  $   $   $   $ 
Total  $   $   $   $ 
Derivative liabilities  $   $   $1,053,855   $1,053,855 
Total  $   $   $1,053,855   $1,053,855 

 

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liability) for the six months ended June 30, 2015.

 

17
   

 

LAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

Six months ended June 30, 2015:

 

   Derivative
Liabilities
 
Balance, December 31, 2014  $1,384,528 
      
Transfers in (out) at mark-market value on date of payoff or conversion   (568,609)
      
Transfers in upon initial fair value of derivative liabilities   847,730 
      
Gain from change in fair value of derivative liabilities   (609,792)
      
Balance, June 30, 2015  $1,053,855 
      
Total gain for the six month period included in earnings relating to the liabilities held at June 30, 2015  $609,792 

 

Level 3 Liabilities were comprised of our bifurcated convertible debt features on our convertible notes.

 

NOTE 15 – SUBSEQUENT EVENTS

 

Subsequent issuances of common stock

 

In July 2015, the Company issued an aggregate of 154,552,870 shares of its common stock in settlement of convertible notes payable and accrued interest of $120,110.

 

In August 2015, the Company issued 25,000,000 shares of its common stock in settlement of convertible notes payable of $13,050.

 

Subsequent financing

 

On July 1, 2015, the Company entered into a Securities Purchase Agreement with JDF Capital Inc. (“JDF”), for the sale of convertible note in the principal amount of $57,500 (the “Note”). The total net proceeds the Company received from this Offering was $50,000 after deducting a $5,000 Original Issue Discount (“OID”) and $2,500 legal fees.

 

The Note bears interest at the rate of 10% per annum, prepaid by OID. All interest and principal must be repaid on July 1, 2016. The Note is convertible into common stock, at JDFs option, at a 42% discount to the lowest close prices of the common stock during the 25 trading day period prior to conversion.

 

On July 14, 2015, the Company entered into a Securities Purchase Agreement with LG Capital Funding LLC. (“LG Capital”), for the sale of convertible note in the principal amount of $42,000 (the “Note”). The total net proceeds the Company received from this Offering was $40,000 after deducting legal fees of $2,000.

 

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 14, 2016. The Note is convertible into common stock, at LG Capital’s option, at a 42% discount to the three lowest closing bid prices of the common stock during the 15 trading day period prior to conversion.

 

18
   

 

SOLAR WIND ENERGY TOWER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(unaudited)

 

On July 30, 2015, the Company entered into a Securities Purchase Agreement with Service Trading Company, LLC. (“Service Tradingl”), for the sale of convertible note in the principal amount of $28,500 (the “Note”). The total net proceeds the Company received from this Offering was $27,000 after deducting legal fees of $1,500.

 

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 30, 2016. The Note is convertible into common stock, at Service Trading’s option, at a 42% discount to the lowest closing price of the common stock during the 12 trading day period prior to conversion.

 

On August 4, 2015, the Company entered into a Securities Purchase Agreement with JDF Capital Inc. (“JDF”), for the sale of convertible note in the principal amount of $29,000 (the “Note”). The total net proceeds the Company received from this Offering was $25,000 after deducting a $2,500 Original Issue Discount (“OID”) and $1,500 legal fees.

 

The Note bears interest at the rate of 10% per annum, prepaid by OID. All interest and principal must be repaid on August 4, 2016. The Note is convertible into common stock, at JDFs option, at a 42% discount to the average of three lowest close prices of the common stock during the 25 trading day period prior to conversion.

 

Real estate purchase option amendment

 

In July 2015, the Company amended its option agreement with sellers to purchase property in Arizona whereby the sellers agreed to extend the option through December 15, 2015 upon payment of a $50,000 non-refundable extension fee by July 15, 2015. As consideration for the reduction in the 2nd extension fee from $250,000 to $50,000, the Company agreed that the purchase price shall be increased by $200,000 upon close of escrow.

 

19
   

 

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

 

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes thereto for the quarter ended June 30, 2015, as well as the Company’s consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in the Company’s Form 10-K for the year ended December 31, 2014 filed on June 30, 2015.

 

Corporate History

 

On December 29, 2010, the Company completed a reverse merger (the “Merger”) with Solar Wind Energy, Inc. , a corporation formed under the laws of the State of Delaware on July 26, 2010 (“Solar Wind - Subsidiary”). In connection with the Merger, the Company issued to the stockholders of Solar Wind - Subsidiary in exchange for their Solar Wind - Subsidiary Common Stock, the right to receive an aggregate of 300,000,000 shares of the Company’s Common Stock. As a result of the reverse merger, Solar Wind - Subsidiary is now a wholly-owned subsidiary of the Company.

 

For accounting purposes, Solar Wind - Subsidiary was the surviving entity. The transaction was accounted for as a recapitalization of Solar Wind - Subsidiary pursuant to which Solar Wind - Subsidiary was treated as the surviving and continuing entity although the Company is the legal acquirer rather than a reverse acquisition. Accordingly, the Company’s historical financial statements are those of Solar Wind - Subsidiary immediately following the consummation of the reverse merger. Also, going forward the business operations of Solar Wind - Subsidiary will become the Company’s principal business operations.

 

The Company was incorporated under the laws of the State of Idaho on January 22, 1962, as Superior Mines Company. In 1964, the Company’s name was changed to Superior Silver Mines, Inc. On December 27, 2010, the Company reincorporated as a Nevada corporation. Prior to the Merger, the Company had been dormant for a number of years and had no known mineral reserves. On January 21, 2011, the Company changed its name from Superior Silver Mines, Inc. to Clean Wind Energy Tower, Inc. and on March 11, 2013, changed its name to Solar Wind Energy Tower Inc. along with its wholly-owned subsidiary, a corporation formed under the laws of the State of Delaware, which changed its name from Clean Wind Energy, Inc. to Solar Wind Energy, Inc. In addition, effective January 24, 2011, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from SSVM.OB to CWET.OB and on March 11, 2013, in conjunction with our name change, the Company’s quotation symbol on the Over-the-Counter Bulletin Board was changed from CWET.OB to SWET.OB.

 

Overview

 

Our Company’s core objective and focus is to become a leading provider of clean efficient green energy to the world communities at a reasonable cost without the destructive residuals of fossil fuel, while continuing to generate innovative technological solutions for today and tomorrow’s electrical power needs.

 

Solar Wind has assembled a team of experienced business professionals, engineering and scientific consultants with the proven ability to bring the idea to market. Solar Wind has filed and been issued patents that the Company believes will further enhance this potentially revolutionary technology. Solar Wind is based in Annapolis, MD, and is traded on the OTCBB under the symbol ’SWET’.

 

Solar Wind has designed, engineered, developed and is preparing to construct large “Solar Wind Downdraft Towers” that use benevolent, non-toxic natural elements to generate electricity economically by integrating and synthesizing numerous proven as well as emerging technologies. In addition to constructing Solar Wind Downdraft Towers in the United States and abroad, the Company intends to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for electricity.

 

20
   

 

Forward Looking Statements

 

This report may contain “forward-looking statements,” which represent the Company’s expectations or beliefs, including, but not limited to, statements concerning industry performance and the Company’s results, operations, performance, financial condition, plans, growth and strategies, which include, without limitation, statements preceded or followed by or that include the words “may,” “will,” “expect,” “anticipate,” “intend,” “could,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology. Any statements contained in this report or the information incorporated by reference that are not statements of historical fact may be deemed to be forward-looking statements.

 

These statements by their nature involve substantial risks and uncertainties, some of which are beyond the Company’s control, and actual results may differ materially depending on a variety of important factors, including those risk factors discussed under “Trends, Risks and Uncertainties”, many of which are also beyond the Company’s control. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except to the extent such updates and/or revisions are required by applicable law.

 

Critical Accounting Policies and Estimates

 

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

 

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

 

General

 

The Company’s Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Consolidated Financial Statements.

 

21
   

 

Revenue Recognition

 

The Company has generated no revenues to date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

 

Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company did not have any revenue during the period ended June 30, 2015.

 

Fair Value of Financial Instruments

 

The Company adopted the provisions under FASB for Fair Value Measurements, which define fair value for accounting purposes, establishes a framework for measuring fair value and expands disclosure requirements regarding fair value measurements. The Company’s adoption of these provisions did not have a material impact on its consolidated financial statements. Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy in accordance with these provisions.

 

In January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation” (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement to have any material impact on its financial position, results of operations or cash flows.

 

Accounting for Derivatives

 

In 2014 and 2015, we issued convertible notes payable that contained certain conversion features which we identified as embedded derivatives. In addition, the Company has the possibility of exceeding their common shares authorized when considering the number of possible shares that may be issuable to satisfy settlement provisions of convertible notes after consideration of all existing instruments that could be settled in shares. Therefore, in accordance with ASC 815-40, we reclassified the fair value of the conversion feature from equity to a liability at the date of issuance. Subsequent to the initial issuance date, we are required to adjust to fair value the derivative as an adjustment to current period operations.

 

New Accounting Pronouncements

 

There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

 

22
   

 

RESULTS OF OPERATIONS

 

Three months ended June 30, 2015 as compared to three months ended June 30, 2014.

 

Revenue

 

The Company has not generated revenue since inception.

 

Operating Expenses

 

Research and development

 

During the three months ended June 30, 2015, research and development costs were $26,062 compared to $1,190 for the same period last year. The Company’s expenditures for research and development is dependent on available resources and future expenditures are expected to increase with additional financing.

 

Selling, general and administrative

 

During the three months ended June 30, 2015, selling, general and administrative expenses were $232,542 as compared to $507,502 for the same period last year, a 54% decrease. The primary decrease is due to reduction in stock based compensation incurred in the current period as compared to same period last year.

 

Depreciation

 

Depreciation expense for the three months ended June 30, 2015 was $177 as compared to $988 for the same period last year due to the aging of our equipment.

 

Other income (expense)

 

Interest expense

 

Interest expense for the three months ended June 30, 2015 was $684,724 compared to $2,300,091 for the same period last year. In the current period, we incurred $330,964 non-cash debt discount and OID amortization and $176,199 in non-cash interest expense on issued convertible debt as compared to $388,839 and $1,806,804, respectively for the same period last year.

 

Gain on change in fair value of derivative liabilities

 

During 2014 and 2015, we issued convertible promissory notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a (loss) gain of $680,950 and $(517,858) on change in fair value of derivative liabilities for the three months ended June 30, 2015 and 2014, respectively.

 

Six months ended June 30, 2015 as compared to six months ended June 30, 2014.

 

Revenue

 

The Company has not generated revenue since inception.

 

23
   

 

Operating Expenses

 

Research and development

 

During the six months ended June 30, 2015, research and development costs were $80,913 compared to $10,223 for the same period last year. The Company’s expenditures for research and development is dependent on available resources and future expenditures are expected to increase with additional financing.

 

Selling, general and administrative

 

During the six months ended June 30, 2015, selling, general and administrative expenses were $507,572 as compared to $933,060 for the same period last year, a 46% decrease. The primary decrease is due to reduction in stock based compensation incurred in the current period as compared to same period last year.

 

Depreciation

 

Depreciation expense for the six months ended June 30, 2015 was $354 as compared to $1,976 for the same period last year due to the aging of our equipment.

 

Other income (expense)

 

Interest expense

 

Interest expense for the six months ended June 30, 2015 was $1,231,006 compared to $2,606,025 for the same period last year. In the current period, we incurred $688,645 non-cash debt discount and OID amortization and $334,730 in non-cash interest expense on issued convertible debt as compared to $660,896 and $1,821,237, respectively for the same period last year.

 

Gain on change in fair value of derivative liabilities

 

During 2014 and 2015, we issued convertible promissory notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a gain (loss) of $609,792 and $(476,450) on change in fair value of derivative liabilities for the six months ended June 30, 2015 and 2014, respectively.

 

Liquidity and Capital Resources

 

We have financed our operations since inception primarily through private offerings of our equity securities and issuance of convertible notes.

 

Working Capital

 

Our working capital deficit increased by $3,955 during the six months ended June 30, 2015 from a working capital deficit (current liabilities in excess of current assets) of $3,087,393 at December 31, 2014 to a working capital deficit of $3,091,348 at June 30, 2015. The increase in working capital deficit for the six months ended June 30, 2015 is due to a combination of reasons, of which the significant factors include:

 

  Cash had a net decrease in working capital by $67,871 for the six months ended June 30, 2015. The most significant uses and proceeds of cash were:

 

  Approximately $532,000 of cash consumed in operating activities;
     
  Proceeds of $513,000 from issuance of convertible notes payable

 

24
   

 

Total current assets of $22,069 and $215,150 as of June 30, 2015 and December 31, 2014, respectively, cash representing 95% and 41% as of June 30, 2015 and December 31, 2014, respectively.

 

Proceeds from the issuance of convertible promissory notes

 

During the six months ended June 30, 2015, the Company received proceeds of $513,000 from the issuance of Convertible Promissory Notes.

 

Cash flow analysis

 

Cash used in operations was $532,433 during the six month period ended June 30, 2015. During the six month period ended June 30, 2015, our primary capital needs were for operating expenses, including funds to support our business strategy, which primarily includes working capital necessary to fund operations and reducing our account payables.

 

During the six months ended June 30, 2015, we utilized $48,438 cash for investing activities comprised of payment of long term deposit.

 

Cash provided by financing activities was a total net proceeds of $513,000 from the issuance of Convertible Promissory Notes.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has reported a net loss of $1,209,009 for the six month period ended June 30, 2015, accumulated deficit of $15,193,195 and total current liabilities in excess of current assets of $3,091,348 as of June 30, 2015.

 

The Company does not have any revenues from operations and will be dependent on funds raise to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

 

Management expects that global economic conditions will continue to present a challenging operating environment through 2015. To the extent permitted by working capital resources, management intends to continue making targeted investments in strategic operating and growth initiatives. Working capital management will continue to be a high priority for 2015.

 

While we have been able to manage our working capital needs with the current credit facilities, additional financing is required in order to meet our current and projected cash flow requirements from operations. We cannot predict whether this new financing will be in the form of equity or debt. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments.

 

25
   

 

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

 

Inflation

 

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

 

Off-Balance sheet Arrangements

 

We do not maintain off-balance sheet arrangements nor do we participate in any non-exchange traded contracts requiring fair value accounting treatment.

 

Number of Employees

 

As of June 30, 2015, the Company had 3 full time employees.

 

Disclosure of Contractual Obligations

 

The Company does not have any significant contractual obligations which could negatively impact our results of operations and financial condition.

 

Item 3. Quantitative and Qualitative Disclosures About Material Risk.

 

As a smaller reporting company, we are not required to include disclosure under this item.

 

Item 4. Controls and Procedures.

 

As of June 30, 2015, the Company performed an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a - 15(e) or 15d - 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation and due to the lack of segregation of duties and failure to implement accounting controls, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

 

The reason for the ineffectiveness of our disclosure controls and procedures was the result of having a limited number of employees and not having proper segregation of duties based on the cost benefit of hiring additional employees solely to address the segregation of duties issue. We compensate for the lack of segregation of duties by employing close involvement of management in day-to-day operations.

 

26
   

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

 

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Remediation of Material Weaknesses in Internal Control over Financial Reporting

 

As a small business, without a viable business and revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external consultants and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.

 

The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management’s review of key financial documents and records.

 

As a small business, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, Company management does review, and will increase the review of, financial statements on a monthly basis. These actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.

 

Changes in Internal Controls

 

During the fiscal quarter ended June 30, 2015, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

27
   

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Typenex Co-Investment, LLC filed suit against the Company on September 4, 2014 in the United States District Court, Northern District of Illinois, Eastern Division claiming that the Company breached a contract it entered into with Typenex, and that Typenex was entitled to convert any portion of the outstanding balance of their monies the Company allegedly owed to Typenex into validly issued, fully paid and non-assessable shares of Solar Wind Energy Tower Inc. common shares. Typenex seeks money damages and court orders enjoining the Company from further breaches. In a related suit filed September 9, 2014 in the United States District Court for the District of Idaho, Typenex claims that the Company’s transfer agent violated certain transfer instructions issued by the Company. The Company has not been named as a defendant in this suit and the parties have agreed that the transfer agent will be part of the Northern District litigation. (The Idaho litigation has not yet been dismissed) The Company maintains that it provided cash to retire the debt owed to Typenex, and denies that Typenex was entitled to the conversion into Company stock.The Company has retained counsel, has filed counterclaims against Typenex based upon Typenex’s failure to perform its obligations and intends to vigorously defend itself and pursue counterclaims.

 

Item 1A. Risk Factors.

 

The Company’s results of operations, financial condition and cash flows can be adversely affected by various risks. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this quarterly report on Form 10-Q. You should carefully consider all of these risks.

 

The Company has a history of operating losses and an accumulated deficit and expects to continue to incur losses for the foreseeable future.

 

Since inception through June 30, 2015, the Company has incurred cumulative losses of $15,193,195 and has never generated enough funds through operations to support its business. The Company has a limited operating history and has primarily engaged in operations relating to the development of its business plan. Additional capital may be required in order to provide working capital requirements for the next twelve months.

 

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

 

In their report dated March 31, 2015, our independent auditors stated that our financial statements for the year ended December 31, 2014 were prepared assuming that we would continue as a going concern, and that they have substantial doubt about our ability to continue as a going concern. Our auditors’ doubts are based on our net losses and deficits in cash flows. We continue to experience net operating losses since the Company is still in a development stage. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including by the sale of our securities, or obtaining loans from financial institutions, where possible. Our continued net operating losses and our auditors’ doubts increase the difficulty of our meeting such goals. If we are not successful in raising sufficient additional capital, we may not be able to continue as a going concern and our stockholders may lose their entire investment.

 

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.

 

28
   

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit   Description
2.1   Agreement and Plan of Merger, dated as of December 29, 2010, by and among Superior Silver Mines, Inc., Superior Silver Mines Acquisition Corp., and Clean Wind Energy, Inc. (1)
     
2.2   Plan of Domestication of Superior Silver Mines, Inc., dated December 21, 2010 (1)
     
2.3   Nevada Articles of Domestication of Superior Silver Mines, Inc., dated December 27, 2010 (1)
     
2.4   Idaho Statement of Domestication of Superior Silver Mines, Inc., dated December 22, 2010 (1)
     
2.5   Articles of Merger by and between Clean Wind Energy Tower, Inc. and Superior Silver Mines, Inc. (2)
     
3.1   Articles of Incorporation of Clean Wind Energy Tower, Inc. (1)
     
3.2   Amended Bylaws of Clean Wind Energy Tower, Inc. (3)
     
4.1   Form of Common Stock Certificate (4)
     
10.1   Letter Agreement between Clean Wind Energy, Inc. and Source Capital Group, Inc., dated November 22, 2010 (1)
     
10.2   Deed of Lease, dated December 1, 2010, by and between CKP One, LLC and Clean Wind Energy, Inc. (1)
     
10.3   Lease Agreement, dated October 20, 2010, and effective November 1, 2010, by and between Office Suites PLUS at Annapolis and Clean Wind Energy, Inc. (1)
     
10.4   Director and Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Ronald Pickett, and Amendment dated November 22, 2010 (1)
     
10.5   Director and Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Stephen Sadle, and Amendment dated November 22, 2010 (1)
     
10.6   Director and Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Robert Crabb, and Amendment dated November 22, 2010 (1)
     
10.7   Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and John W. Hanback, and Amendment dated November 22, 2010 (1)
     
10.8   Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Itzhak Tepper, PE, and Amendment dated November 22, 2010 (1)
     
10.9   Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Ownkar Persaud, and Amendment dated November 22, 2010 (1)
     
10.10   Form of Director and Officer Indemnification Agreement (4)
     
10.11   Exchange of related party notes and warrants for Series A Preferred Stock (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 2, 2015).
     
10.12   Designation of Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 2, 2015).
     
14.1   Code of Business Conduct and Ethics (5)
     
21.1   Subsidiaries of the Registrant (4)
     
31.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Ronald W. Pickett (President/Chief Executive Officer)
     
31.2   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Ronald W. Pickett (Chief Financial Officer)
     
32.1   Certification of Ronald W. Pickett (President/Chief Executive Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2   Certification of Ronald W. Pickett (Chief Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

29
   

 

101.INS   XBRL Instance Document
     
101.SCH   XBRL Schema Document
     
101.CAL   XBRL Calculation Linkbase Document
     
101.LAB   XBRL Label Linkbase Document
     
101.PRE   XBRL Presentation Linkbase Document
     
101.DEF   XBRL Definition Linkbase Document

 

(1) Filed with the registrant’s Form 8-K filed with the Securities and Exchange Commission on December 30, 2010 and incorporated herein by reference.
   
(2) Filed with the registrant’s Form 8-K filed with the Securities and Exchange Commission on January 21, 2011 and incorporated herein by reference.
   
(3) Filed with the registrant’s Form 8-K filed with the Securities and Exchange Commission on December 28, 2010 and incorporated herein by reference.
   
(4) Filed with the registrant’s Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on April 12, 2011 and incorporated herein by reference.
   
(5) Filed with the registrant’s Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on April 2, 2012 and incorporated herein by reference.

 

30
   

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Solar Wind Energy Tower, Inc.
  Registrant
     
Date: August 12, 2015 By: /s/ Ronald Pickett
    Ronald Pickett
    Chief Executive
    Officer (Principal Executive Officer) and Principal
    Accounting and Financial Officer

 

31