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 |
|
EXHIBIT 31
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT
OF 2002
CERTIFICATION
I, Liudmilla Voinarovska, certify that:
1. I have reviewed this annual
report on Form 10-K of Clean Enviro Tech Corp.;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a. designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material
information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The Registrant’s other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 13, 2014 |
|
/s/ Liudmilla Voinarovska |
|
|
Liudmilla Voinarovska, Principal Executive Officer and Principal Financial Officer |
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Clean Enviro Tech
Corp. (the “Company”) on Form 10-K for the year ended July 31, 2014 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Liudmilla Voinarovska, Chief Executive Officer and
Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of operations of the Company.
November 13, 2014 |
|
/s/ Liudmilla Voinarovska |
|
|
Liudmilla Voinarovska |
|
|
Principal Executive Officer and Principal Financial Officer |