UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2022
☐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: 000-50053
CLEAN COAL TECHNOLOGIES,
INC.
(Exact name of small business issuer as specified in its
charter)
Nevada
|
26-1079442
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
295 Madison Avenue (12th
Floor), New York, NY
|
10017
|
(Address of principal executive offices)
|
(Zip Code)
|
(646)
727-4847
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
|
Trading Symbol
|
Name of Exchange on Which Registered
|
Common
|
CCTC
|
OTC PINKS
|
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), Yes ☒ and (2) has been subject to such
filing requirements for the past 90 days. No ☒
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
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 such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated
filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected to not use the extended transition period
for complying with any new or revisited financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares outstanding of Registrant’s Common Stock as of
date: November 17, 2022: 5,000,000
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
The accompanying unaudited financial statements have been prepared
in accordance with the instructions to Form 10-Q pursuant to the
rules and regulations of the Securities and Exchange Commission
and, therefore, do not include all information and footnotes
necessary for a complete presentation of our financial position,
results of operations, cash flows, and stockholders’ deficit in
conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a
fair presentation of the results of operations and financial
position have been included and all such adjustments are of a
normal recurring nature.
Clean Coal Technologies, Inc.
Balance Sheets
(Unaudited)
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2022
|
|
|
2021
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
1,785 |
|
|
$ |
1,762 |
|
Total Current Assets
|
|
|
1,785 |
|
|
|
1,762 |
|
|
|
|
|
|
|
|
|
|
Right to use ground lease, net of accumulated amortization of
$17,000 and $8,000 respectively
|
|
|
19,000 |
|
|
|
28,000 |
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
20,785 |
|
|
$ |
29,762 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
2,048,892 |
|
|
$ |
2,045,767 |
|
Accrued liabilities
|
|
|
15,202,239 |
|
|
|
13,647,445 |
|
Customer deposit – related party
|
|
|
100,000 |
|
|
|
100,000 |
|
Convertible debt, net of unamortized discounts – related party
|
|
|
9,825,763 |
|
|
|
9,738,945 |
|
Notes payable – related party
|
|
|
1,634,516 |
|
|
|
1,518,230 |
|
Convertible notes payable, net of unamortized discount
|
|
|
1,069,975 |
|
|
|
1,019,529 |
|
Notes payable
|
|
|
413,185 |
|
|
|
413,185 |
|
Total Current Liabilities
|
|
|
30,294,570 |
|
|
|
28,483,101 |
|
|
|
|
|
|
|
|
|
|
Long-Term Liabilities
|
|
|
|
|
|
|
|
|
Convertible debt, net of unamortized discounts – related party
|
|
|
48,290 |
|
|
|
93,927 |
|
Total Liabilities
|
|
|
30,342,860 |
|
|
|
28,577,028 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit:
|
|
|
|
|
|
|
|
|
Common stock, $0.00001 par value; 500,000,000 shares
authorized, 5,000,000 and 4,142,796 shares issued
and outstanding, respectively
|
|
|
50 |
|
|
|
42 |
|
Additional paid-in capital
|
|
|
262,607,277 |
|
|
|
262,264,404 |
|
Accumulated deficit
|
|
|
(292,929,402 |
)
|
|
|
(290,811,712 |
)
|
Total Stockholders’ Deficit
|
|
|
(30,322,075 |
)
|
|
|
(28,547,266 |
)
|
Total Liabilities and Stockholders’ Deficit
|
|
$ |
20,785 |
|
|
$ |
29,762 |
|
The accompanying notes are an integral part of these unaudited
financial statements.
Clean Coal Technologies, Inc.
Statements of Operations
(Unaudited)
|
|
Three Months Ended
|
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$ |
292,947 |
|
|
$ |
277,954 |
|
|
$ |
910,400 |
|
|
$ |
894,651 |
|
Research and development
|
|
|
3,000 |
|
|
|
3,287 |
|
|
|
9,585 |
|
|
|
9,879 |
|
Loss from Operations
|
|
|
(295,947 |
)
|
|
|
(281,241 |
)
|
|
|
(919,985 |
)
|
|
|
(904,530 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of share-settled debt
|
|
|
22,739 |
|
|
|
(309,839 |
)
|
|
|
(50,446 |
)
|
|
|
(207,089 |
)
|
Interest expense
|
|
|
(404,100 |
)
|
|
|
(482,398 |
)
|
|
|
(1,147,259 |
)
|
|
|
(1,637,439 |
)
|
Debt prepayment and default expense
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(600 |
)
|
Gain on settlement of convertible note payable
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,585 |
)
|
Total Other Expenses
|
|
|
(381,361 |
)
|
|
|
(792,237 |
)
|
|
|
(1,197,705 |
)
|
|
|
(1,842,543 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$ |
(677,308 |
)
|
|
$ |
(1,073,478 |
)
|
|
$ |
(2,117,690 |
)
|
|
$ |
(2,747,073 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic and diluted
|
|
$ |
(0.14 |
)
|
|
$ |
(0.29 |
)
|
|
$ |
(0.46 |
)
|
|
$ |
(0.75 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding – basic and diluted
|
|
|
5,000,000 |
|
|
|
3,748,548 |
|
|
|
4,638,907 |
|
|
|
3,640,332 |
|
The accompanying notes are an integral part of these unaudited
financial statements.
Clean Coal Technologies, Inc.
Unaudited Statements of Changes in Stockholders’
Deficit
For the Three an Nine months ended September 30, 2021 and
2022
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
Balance, June 30, 2021
|
|
|
3,831,166 |
|
|
$ |
38 |
|
|
$ |
262,142,765 |
|
|
$ |
(286,999,978 |
)
|
|
$ |
(24,857,175 |
)
|
Common stock issued for conversion of notes payable
|
|
|
311,630 |
|
|
|
3 |
|
|
|
121,640 |
|
|
|
- |
|
|
|
121,643 |
|
Net loss for the three months ended September 30, 2021
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,073,478 |
)
|
|
|
(1,073,478 |
)
|
Balance, September 30, 2021
|
|
|
4,142,796 |
|
|
$ |
41 |
|
|
$ |
262,264,405 |
|
|
$ |
(288,073,456 |
)
|
|
$ |
(25,809,010 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2022
|
|
|
5,000,000 |
|
|
$ |
50 |
|
|
$ |
262,607,277 |
|
|
$ |
(292,252,094 |
)
|
|
$ |
(29,644,767 |
)
|
Net loss for the three months ended September 30, 2022
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(677,308 |
)
|
|
|
(677,308 |
)
|
Balance, September 30, 2022
|
|
|
5,000,000 |
|
|
$ |
50 |
|
|
$ |
262,607,277 |
|
|
$ |
(292,929,402 |
)
|
|
$ |
(30,322,075 |
)
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
Balance December 31, 2020
|
|
|
3,370,857 |
|
|
$ |
34 |
|
|
$ |
261,810,437 |
|
|
$ |
(285,326,383 |
)
|
|
$ |
(23,515,912 |
)
|
Common stock issued for conversion of notes payable and accrued
interest
|
|
|
817,109 |
|
|
|
8 |
|
|
|
453,967 |
|
|
|
- |
|
|
|
453,975 |
|
Common stock returned and cancelled from related party
|
|
|
(45,163 |
)
|
|
|
(1 |
)
|
|
|
1 |
|
|
|
- |
|
|
|
- |
|
Common stock returned and cancelled
|
|
|
(7 |
)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net loss for the nine months ended September 30, 2021
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,747,073 |
)
|
|
|
(2,747,073 |
)
|
Balance, September 30, 2021
|
|
|
4,142,796 |
|
|
$ |
41 |
|
|
$ |
262,264,405 |
|
|
$ |
(288,073,456 |
)
|
|
$ |
(25,809,010 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2021
|
|
|
4,142,796 |
|
|
$ |
42 |
|
|
$ |
262,264,404 |
|
|
$ |
(290,811,712 |
)
|
|
$ |
(28,547,266 |
)
|
Common stock issued for conversion of notes payable, related
party
|
|
|
857,204 |
|
|
|
8 |
|
|
|
342,873 |
|
|
|
- |
|
|
|
342,881 |
|
Net loss for the nine months ended September 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,117,690 |
)
|
|
|
(2,117,690 |
)
|
Balance, September 30, 2022
|
|
|
5,000,000 |
|
|
$ |
50 |
|
|
$ |
262,607,277 |
|
|
$ |
(292,929,402 |
)
|
|
$ |
(30,322,075 |
)
|
The accompanying notes are an integral part of these unaudited
financial statements.
Clean Coal Technologies, Inc.
Statements of Cash Flows
(Unaudited)
|
|
Nine months ended
|
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(2,117,690 |
)
|
|
$ |
(2,747,073 |
)
|
Adjustment to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Amortization of debt discounts
|
|
|
41,181 |
|
|
|
595,217 |
|
Change in fair value of share-settled debt
|
|
|
50,446 |
|
|
|
207,089 |
|
Gain on settlement of convertible notes payable
|
|
|
- |
|
|
|
(2,585 |
)
|
Amortization of lease asset
|
|
|
9,000 |
|
|
|
9,000 |
|
Debt conversion and extension expenses
|
|
|
- |
|
|
|
600 |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Prepayment of right of use asset
|
|
|
- |
|
|
|
(36,000 |
)
|
Increase (decrease) in accounts payable
|
|
|
3,125 |
|
|
|
(20,527 |
)
|
Increase in accrued expenses
|
|
|
1,595,095 |
|
|
|
1,501,339 |
|
Net Cash Used in Operating Activities
|
|
|
(418,843 |
)
|
|
|
(492,940 |
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Borrowings on related party debt
|
|
|
428,866 |
|
|
|
471,570 |
|
Repayment of related party debt
|
|
|
(10,000 |
)
|
|
|
- |
|
Borrowings on convertible debt, net of original issue discounts –
related party
|
|
|
- |
|
|
|
18,600 |
|
Net Cash Provided by Financing Activities
|
|
|
418,866 |
|
|
|
490,170 |
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
23 |
|
|
|
(2,770 |
)
|
CASH AND CASH EQUIVALENTS - beginning of period
|
|
|
1,762 |
|
|
|
4,203 |
|
CASH AND CASH EQUIVALENTS - end of period
|
|
$ |
1,785 |
|
|
$ |
1,433 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
Cash paid for income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Common stock issued for conversion of debt and accrued interest,
related party
|
|
$ |
342,881 |
|
|
$ |
453,975 |
|
Note payable, related party, issued for convertible debt and
accrued interest
|
|
$ |
- |
|
|
$ |
115,000 |
|
Common shares returned and cancelled
|
|
$ |
- |
|
|
$ |
1 |
|
The accompanying notes are an integral part of these unaudited
financial statements.
Clean Coal Technologies, Inc.
Notes to Financial Statements
(Unaudited)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Clean
Coal Technologies, Inc. (“Clean Coal”, the “Company”) have been
prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto
contained in Clean Coal’s Annual Report on Form 10-K filed with the
SEC. In the opinion of management, the accompanying unaudited
interim financial statements reflect all adjustments, consisting of
normal recurring adjustments, necessary to present fairly the
financial position and the results of operations for the interim
period presented herein. The results of operations for interim
periods are not necessarily indicative of the results to be
expected for the full year or for any future period. Notes to the
financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for fiscal
2021 as reported in the Form 10K have been omitted.
Net Income (Loss) per Common Share
Basic net income (loss) per share is computed on the basis of the
weighted average number of common shares outstanding during each
year. Diluted net income (loss) per share is computed similar to
basic net income (loss) per share except that the denominator is
increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive. In
periods where losses are reported, the weighted-average number of
common stock outstanding excludes common stock equivalents, because
their inclusion would be anti-dilutive.
For the nine months ended September 30, 2022 and 2021, the Company
realized net losses, resulting in outstanding warrants and
convertible debt having an antidilutive effect. All potentially
dilutive instruments were excluded from the calculation of diluted
net loss per share as their inclusion would have been
anti-dilutive.
The following table summarizes the potential shares of common stock
that were excluded from the computation of diluted net loss per
share for the nine months ended September 30, 2022 and 2021 as such
shares would have had an anti-dilutive effect:
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
Common stock warrants
|
|
|
- |
|
|
|
673 |
|
Convertible notes payable
|
|
|
3,620,882 |
|
|
|
3,693,065 |
|
Total
|
|
|
3,620,882 |
|
|
|
3,693,738 |
|
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that
are in effect and that may impact its financial statements. The
Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material
impact on its financial position or results of operations.
NOTE 2: GOING CONCERN
The accompanying financial statements have been prepared on a going
concern basis of accounting which contemplates continuity of
operations, realization of assets, liabilities, and commitments in
the normal course of business. The accompanying financial
statements do not reflect any adjustments that might result if
Clean Coal is unable to continue as a going concern. Clean Coal has
a working capital deficit as of September 30, 2022 and has
generated recurring net losses since inception. Management believes
Clean Coal will need to raise capital in order to operate over the
next 12 months.
As shown in the accompanying financial statements, Clean Coal has
also incurred significant losses from operations since inception.
Clean Coal’s continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on
a timely basis and ultimately to attain profitability. Clean Coal
has limited capital with which to pursue its business plan. There
can be no assurance that Clean Coal’s future operations will be
significant and profitable, or that Clean Coal will have sufficient
resources to meet its objectives. These conditions raise
substantial doubt as to Clean Coal’s ability to continue as a going
concern. Management may pursue either debt or equity financing or a
combination of both, in order to raise sufficient capital to meet
Clean Coal’s financial requirements over the next twelve months and
to fund its business plan. There is no assurance that management
will be successful in raising additional funds.
NOTE 3: RESEARCH AND DEVELOPMENT
Research and development expenses include salaries, related
employee expenses, facility lease expense, research expenses and
consulting fees. All costs for research and development activities
are expensed as incurred. In addition, the Company expenses the
costs of licenses of patents and the prosecution of patents until
the issuance of such patents and the commercialization of related
products is reasonably assured. During the nine months ended
September 30, 2022 and 2021, the Company recognized $9,585 and
$9,879 of research and development costs, respectively.
NOTE 4: RELATED PARTY TRANSACTIONS
Wages and bonus payable to
related parties
Accruals for salary and bonuses to officers and directors are
included in accrued liabilities in the balance sheets and totaled
$7,216,317 and $6,653,566 as of September 30, 2022 and December 31,
2021, respectively. As part of the separation agreement with Mr.
Ponce de Leon, the Company agreed to pay him all his accrued salary
within two years but agreed to pay him $200,000 by November 2015
out of revenues earned. As the Company did not earn revenue in 2015
and as at September 30, 2022 has still not earned revenue, the
obligation to Mr. Ponce de Leon of $1,864,599 is currently in
default and the amount includes $637,885 in accrued interest. It is
the Company’s intention to pay Mr. Ponce de Leon immediately upon
receiving revenue.
Convertible Debt
As of September 30, 2022 and December 31, 2021, the Company had
outstanding short-term convertible notes payable of $9,826,445 and
$9,779,145, net of unamortized discounts of $682 and $40,200,
respectively and outstanding long-term convertible notes payable of
$48,290 and $95,590, net of unamortized discounts of $0 and $1,663,
respectively. The convertible notes are secured by assets and the
common stock of the Company, bear interest at 12% per annum, are
convertible into shares of the Company’s common stock at $0.06 to
$0.15 per share and are due three years from the dates of issuance.
Amortization expense related to debt discounts on convertible debt
for the nine months ended September 30, 2022 and 2021 was $41,181
and $470,765, respectively.
Nonconvertible
Debt
During the nine months ended September 30, 2022, the Company
borrowed a total of $428,866 and repaid $10,000 in cash from an
entity controlled and owned by a significant shareholder of the
Company. The borrowings are unsecured, bear no interest and are due
on demand. As of September 30, 2022 and December 31, 2021, the
balance on the borrowings was $846,336 and $730,050, respectively.
During April 2022, the holder elected to convert $302,580 in
principal and $40,301 in accrued interest, or a total of $342,881
into 857,204 shares of the Company’s common stock at $0.40 per
share, the market price on the date of conversion.
As of September 30, 2022 and December 31, 2021, the Company had
outstanding advances payable to an officer of the Company of
$83,180 and $83,180, respectively.
As of September 30, 2022 and December 31, 2021, the Company had
outstanding notes payable of $705,000 and $705,000, respectively,
to an individual that is a significant shareholder.
NOTE 5: DEBT
Notes Payable
As of September 30, 2022 and December 31, 2021, the Company had
outstanding notes payable to former affiliates of the Company of
$413,185 and $413,185, respectively. The notes payable are
unsecured, bear no interest and are due on demand.
Convertible Debt
In accordance with ASC 480, Distinguishing Liabilities from
Equity, the Company evaluates its hybrid convertible debt
instruments with unconditional obligations allowing settlement by
issuing a variable number of its equity shares to determine proper
classification and accounting. The Company classifies the following
hybrid convertible debt instruments as a liability upon being
convertible at the option of the holders due to the conversion
terms being based on fixed monetary amounts known at inception, in
this case, settlement with a variable number of the Company’s
equity shares. As such, conversion option and are carried as a
liability at fair value at each balance sheet date with a
re-measurement reported as a change in fair value of share-settled
debt in other (income) expense in the accompanying condensed
statements of operations.
During May 2019, the Company issued a convertible note payable in
the amount of $262,500, due in one-year, original issuance discount
of $12,500, accrues interest at 6% per annum, unsecured and
convertible into shares of the Company’s common stock at a discount
of 65% of the lowest trading price for the Company’s common stock
during the ten trading days immediately preceding the conversion.
As of September 30, 2022 and December 31, 2021, the balance on the
convertible note payable was $57,396 and $53,514, respectively. The
fair value of the discount conversion feature on the remaining
principal balance was $3,882 as of September 30, 2022 and is
included in the note principal balance.
During August 2019, the Company issued a convertible note payable
in the amount of $157,500, due in one-year, original issuance
discount of $7,500, accrues interest at 6% per annum, unsecured and
convertible into shares of the Company’s common stock at a discount
of 65% of the lowest trading price for the Company’s common stock
during the ten trading days immediately preceding the conversion.
As of September 30, 2022 and December 31, 2021, the balance on the
convertible note payable was $204,070 and $190,360, respectively.
The fair value of the discount conversion feature on the remaining
principal balance was $13,710 as of September 30, 2022 and is
included in the note principal balance.
During January 2020, the Company issued a convertible note payable
in the amount of $138,000, due in one-year, original issuance
discount of $3,000, accrues interest at 8% per annum, unsecured and
convertible into shares of the Company’s common stock at a discount
of 65% of the lowest trading price for the Company’s common stock
during the ten trading days immediately preceding the
conversion. As of September 30, 2022 and December 31, 2021,
the balance on the convertible note payable was $229,600 and
$220,369, respectively. The fair value of the discount conversion
feature on the remaining principal balance was $9,231 as of
September 30, 2022. During the nine months ended September 30, 2022
and 2021, the Company recognized $0 and $222 in debt discount
amortization expense, respectively.
During February 2020, the Company issued a convertible note payable
in the amount of $440,000, due in one-year, original issuance
discount of $40,000, accrues interest at 5% per annum, unsecured
and convertible into shares of the Company’s common stock at a
discount of 65% of the lowest trading price for the Company’s
common stock during the ten trading days immediately preceding the
conversion. As of September 30, 2022 and December 31, 2021,
the balance on the convertible note payable was $168,673 and
$161,497, respectively. The fair value of the discount conversion
feature on the remaining principal balance was $7,175 as of
September 30, 2022. During the nine months ended September 30, 2022
and 2021, the Company recognized $0 and $5,918 in debt discount
amortization expense, respectively.
During April 2020, the Company issued a convertible note payable in
the amount of $247,500, due in one-year, original issuance discount
of $22,500, accrues interest at the rate of 5% per annum, unsecured
and convertible into shares of the Company’s common stock at a
discount of 65% of the lowest trading price for the Company’s
common stock during the ten trading days immediately preceding the
conversion. As of September 30, 2022 and December 31, 2021, the
balance on the convertible note payable was $410,236 and $393,788,
respectively. The fair value of the discount conversion feature on
the remaining principal balance was $16,448 as of September 30,
2022. During the nine months ended September 30, 2022 and 2021, the
Company recognized $0 and $6,411 in debt discount amortization
expense, respectively.
As a result of the conversion options on the above mentioned
convertible debt, during the nine months ended September 30, 2022,
the Company recognized $50,446 in fair value losses and recognized
$207,089 in fair value gains during the nine months ended September
30, 2021.
NOTE 6: STOCKHOLDERS’ EQUITY
Common Stock
During April 2022, a holder of related party notes payable elected
to convert $302,580 in principal and $40,301 in accrued interest,
or a total of $342,881 into 857,204 shares of the Company’s common
stock at $0.40 per share, the market price on the date of
conversion.
Common Stock
Warrants
Warrants
There were no warrants issued during the nine months ended
September 30, 2022 and the year ended December 31, 2021. The
following table presents the stock warrant activity during the nine
months ended September 30, 2022:
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|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
Warrants
|
|
|
Average Exercise Price
|
|
|
Remaining Term
|
|
Outstanding - December 31, 2021
|
|
|
673 |
|
|
$ |
15.00 |
|
|
|
0.21 |
|
Granted
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Forfeited/expired
|
|
|
(673 |
)
|
|
$ |
15.00 |
|
|
|
- |
|
Exercised
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Outstanding September 30, 2022
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
NOTE 7: SUBSEQUENT EVENTS
During October and November 2022, the Company borrowed a total of
$2,040 in related party notes payable.
ITEM 2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE
RESULTS
This Quarterly Report on Form 10-Q contains forward-looking
statements that involve risks and uncertainties, as well as
assumptions that, if they do not materialize or prove correct,
could cause our results to differ materially from those expressed
or implied by such forward-looking statements. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including, but not limited to,
statements concerning: our plans, strategies and objectives for
future operations; new products or developments; future economic
conditions, performance or outlook; the outcome of contingencies;
expected cash flows or capital expenditures; our beliefs or
expectations; activities, events or developments that we intend,
expect, project, believe or anticipate will or may occur in the
future; and assumptions underlying any of the foregoing.
Forward-looking statements may be identified by their use of
forward-looking terminology, such as “believes,”
“expects,” “may,” “should,” “would,”
“will,” “intends,” “plans,”
“estimates,” “anticipates,” “projects” and
similar words or expressions. You should not place undue reliance
on these forward-looking statements, which reflect our
management’s opinions only as of the date of the filing of
this Quarterly Report on Form 10-Q and are not guarantees of future
performance or actual results
Overview
Over the past decade, Clean Coal Technologies, Inc. has developed
processes that address what we believe are the key technology
priorities of the global coal industry. We currently have three
processes in our intellectual property portfolio:
The original process, called Pristine, is designed to remove
moisture and volatile matter, rendering a high-efficiency, cleaner
thermal coal. The process has been tested successfully
on bituminous and subbituminous coals, and lignite from various
parts of the United States and from numerous countries around the
world.
Our second process, called Pristine-M, is a low-cost coal
dehydration technology. In tests, this process has succeeded in
drying coal economically and stabilizing it using volatile matter
released by the feed coal. Construction of our coal testing plant
was completed in December 2015 and was successfully tested through
April 2016 at AES Coal Power Utility in Oklahoma. Additional tests
commenced and were completed in the fourth quarter of 2017. This
test facility has been moved from AES to Wyoming where reassembly
has commenced and testing of international coal is expected upon
completion of the reassembly. Changes identified to the process by
the University of Wyoming and our EPC contractors will be included
in the reassembly and it is expected to provide a higher quality
end product with a lower capital cost for a commercial unit. The
reassembly was originally delayed due to the pandemic but has been
more recently delayed as the company restructures its balance sheet
and secures the necessary funding to complete the reassembly. This
is expected to be completed no later than Q1 2023.
Our third process, called Pristine-SA, is designed to eliminate
100% of the volatile matter in the feed coal and to achieve stable
combustion by co-firing it with biomass or natural
gas. The process is expected to produce a cleaner fuel
that eliminates the need for emissions scrubbers and the corollary
production of toxic coal ash. We anticipate that treated
coal that is co-fired with other energy resources will burn as
clean as natural gas.
Anticipated Benefits of the Technology:
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•
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Reduction of undesired emissions and greenhouse gases through the
removal of compounds that are not required for combustion in
conventional boilers.
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•
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Cost savings and environmental impact reduction. Our pre-combustion
solution is expected to be significantly less expensive than
post-combustion solutions such as emissions
scrubbers. Not only are the latter prohibitively
expensive, they produce coal ash containing the
“scrubbed” compounds, which is dumped in toxic waste disposal
sites where it may pose continuing environmental
risk. Coal treated using our processes may eliminate the
need for post-combustion emissions scrubbers and the resulting
toxic ash. By beneficiating the coal it requires less coal to be
consumed to achieve the same energy output. This will save on
transportation and handling costs.
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•
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Potential use of compounds removed from treated coal. Volatile
matter captured in the Pristine process is removed in the form of
hydrocarbon liquids that we believe will be easily blended with
crude oil or used as feedstock for various products. For
example, sulfur, which can be removed using the Pristine process,
is a basic feedstock for fertilizer. The harvesting of
hydrocarbon liquids from abundant, cheaper coal is a potentially
lucrative side benefit of our processes. All coal by-products
including Rare Earth Minerals extraction will be tested in the
second-generation facility.
|
Successful testing of the Pristine M process resulted in an
increase in BTU of the processed coal and a reduction in moisture
content making it less expensive to transport (as moisture has been
removed) with the end product being a dust free stabilized enhanced
coal which we believe will address the issue of coal dust pollution
during transportation.
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•
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Energy Independence. To the extent that volatile matter
is removed from coal, coal’s use as an energy resource is greatly
improved, enabling the United States and other coal-rich countries
to move towards energy independence owing to coal’s greater
abundance. Extraction of by-products including Rare Earth Minerals
is also expected to provide coal derivative product
independence.
|
Development Status:
Pristine process. Pristine process successfully lab tested on small
scale and through advanced computer modeling. As at November, 2020,
various aspects of the Pristine process were successfully tested at
our test facility at the AES coal Power plant in Oklahoma as part
of the overall testing of Pristine M. The second-generation
facility in Wyoming is expected to perform a more detailed testing
of the Pristine process. The build out and delivery of the Rotary
Kiln will enable the test facility to reach significantly higher
temperatures to test with more accuracy the Pristine process.
Pristine-M. Testing of the Pristine M process on Powder River Basin
coal at the AES facility in Oklahoma was completed in December
2017. The Pristine M process was successfully tested and the
process, engineering and science were independently proven. The
test facility was moved from the AES location to Wyoming where
reassembly commenced in Q4 2019 and testing of international coal
is expected upon completion of reassembly. The reassembly was
originally delayed due to the pandemic but has been more recently
delayed as the company restructures its balance sheet and secures
the necessary funding to complete the reassembly. This is expected
to be completed no later than Q1 2023. Over several months in 2018
and early 2019 the University of Wyoming independently validated
the Pristine M process in their laboratory. By coating the exterior
of the coal during the stabilization period with heavy hydrocarbons
the process produces dust free stabilized coal for transportation.
Pristine-SA process. Pristine SA process analysis is at a very
early stage. Further research and development is expected using the
test facility at its permanent location in Wyoming. The
introduction of the Rotary Kiln and the higher temperatures it can
achieve will enable a more accurate testing protocol for this
process.
Business Outlook
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•
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Wyoming New Power, a related party company, has agreed to sign a
two million ton per annum license agreement to use Pristine M at a
location in Wyoming. They have paid a non-refundable $100,000
deposit on the license agreement. The definitive license agreement
is expected to be signed following the receipt of commercial design
which will incorporate the suggested changes proposed by the
University of Wyoming and our EPC contractor. Wyoming New Power is
a Related Party because it is controlled by a party that also
controls the entity, which is the major lender and significant
stockholder of the Company.
|
|
•
|
Jindal Steel & Power is expected to send though their coal for
sampling immediately following the plants re-assembly. The bespoke
commercial facility design is expected after the testing. In Q2,
2019 the Company signed a non binding MOU with Universitas
Indonesia in a combined effort to assess the impact of our
technology on Indonesian Coal both from a coal beneficiation
perspective and also coal by-products. The second-generation test
facility will have the capability of producing Char. There is local
Wyoming demand for this product that the company expects to
sell.
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|
•
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The Company entered into a partnership with the University of
Wyoming with the sole focus of using our suite of technologies to
increase the use of and value of Wyoming Powder River Basin coal.
Primary focus is on utilizing our technology to extract valuable
derivative products from coal. Changes to the process have been
identified by the University and the company EPC engineers and will
be incorporated in the reassembly of the facility in Wyoming. The
University confirmed in Q2, 2019 that they had successfully
validated the Pristine M process in their laboratory and as a
result entered into an agreement with the Company. The agreement
between the University and the Company is for the reassembly of the
second generation test facility. The University will advance to the
EPC contractor on a two to one basis. As of the date of this filing
the University has advanced a total of approx. $1,300,000 directly
to the manufacturer of the Rotary Kiln. The kiln and all its
relevant control panels was delivered to our site at Gillette,
Wyoming in June 2020.
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|
•
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The Company has been engaged with AusTrade (The Australian Trade
and Investment Commission) and through that relationship has
partnered with three separate universities in Australia. Like the
University of Wyoming these Universities have a focus on their
local coal both from a beneficiation perspective and also
extracting derivative by products from coal using our technology.
The Company received full Australian patents in Q2, 2019 so the
company plans to move forward with this relationship in Q1, 2023
following the assembly of the second-generation test facility.
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|
•
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The Company continues in discussions with the Minister for Coal in
India and a number of the Energy governmental bodies in India. Coal
samples are expected to be sent for testing once the Second
Generation Test Facility is assembled which is expected in Q1, 2023
but subject to potential delays due to the current pandemic.
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|
•
|
Meetings occurred in Q2, 2019 with the US DOE, DOD and Wyoming
State Representatives to further our technology to benefit US coal.
These discussions continue through November 2022 in light of the
recent coal mining bankruptcies in Wyoming.
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Employees
As of September 30, 2022, we had two full-time executives.
President and CEO Robin Eves, Chief Operations Officer and Aiden
Neary, Chief Financial Officer have written employment agreements.
Messrs. Eves and Neary received no compensation for their
participation on the Board of Directors.
Factors Affecting Results of Operations
Our operating expenses include the following:
●
|
Consulting expenses, which consist primarily of amounts paid for
technology development and design and engineering services;
|
●
|
General and administrative expenses, which consist primarily of
salaries, commissions and related benefits paid to our employees,
as well as office and travel expenses;
|
●
|
Research and development expenses, which consist primarily of
equipment and materials used in the development and testing of our
technology; and
|
●
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Legal and professional expenses, which consist primarily of amounts
paid for patent protections, audit, disclosure, and reporting
services.
|
Results of Operations
We had no direct revenues for the nine months ended September 30,
2022 or 2021. In 2017, we received $100,000 as a non-refundable
deposit on a two million ton license agreement from Wyoming New
Power, a related party. The definitive license agreement is
expected to be completed in 2021 following the assembly of the
second generation test facility. In the year ended December
31, 2012, we received an initial license fee of $375,000 from
Jindal paid pursuant to the signing of our coal testing plant
construction contract. The balance of $375,000 will be due upon the
successful testing of Jindal coal in our second generation test
facility in Wyoming. We do not anticipate any significant royalty
fees for approximately 12-18 months thereafter.
For the Three Months Ended September 30, 2022 and September 30,
2021
Revenues
We have generated no revenues for the three months ended September
30, 2022 and 2021.
Operating Expenses
Our operating expenses for the three months ended September
30, 2022 totaled $295,947, compared to $281,241 for the three month
period in 2021. The primary component of the operating expenses for
the three months ended September 30, 2022 and 2021 was general and
administrative expenses, recognizing $292,947, compared to $277,954
for the three months ended September 30, 2021.
Other Income and Expenses
During the three months ended September 30, 2022, we recognized
total other expense of $381,361 compared to total other expense of
$792,237 for the three months ended September 30, 2021. The
$410,876 decrease is mainly due to a $ 332,578 decrease in the fair
value of convertible note options and a $78,298 decrease in
interest expense compared to the 2021 period.
Net Income/Loss
For the three months ended September 30, 2022, we had net loss of
$677,308, compared to a net loss of $1,073,478 for the three months
ended September 30, 2021. The $396,170 decrease in net loss is
mainly due to the $410,876 decrease in other expense, offset by the
$14,706 increase in operating expenses, as discussed above.
For the Nine months ended September 30, 2022 and 2021
Revenues
We have generated no revenues for the nine months ended September
30, 2022 and 2021.
Operating Expenses
Our operating expenses for the nine months ended September 30,
2022 totaled $919,985 compared to $904,530 for the nine month
period ended September 30, 2021. The primary component of the
operating expenses for the nine months ended September 30, 2022 was
general and administrative expenses, recognizing $910,400, compared
to $894,651 for the nine months ended September 30, 2021. Research
and development expenses decreased $294 during the nine months
ended September 30, 2022 to $9,585, compared to $9,879 during the
nine months ended September 30 2021.
Other Income and Expenses
During the nine months ended September 30, 2022, we recognized
total other expense of $1,197,705, compared to $1,842,543 for the
nine months ended September 30, 2021. Most of the $644,838 decrease
is due to a $490,180 decrease in interest expense during the nine
months ended September 30, 2022 due to lower amortization of debt
discounts on convertible notes payable compared to the nine months
ended September 30, 2021. Additionally, the loss on change in fair
value of share settled debt decreased $156,643 during the nine
months ended September 30, 2022, compared to the prior period. The
Company also recognized a $2,585 gain on settlement of convertible
notes payable and $600 in debt conversion and extension fees during
the nine months ended September 30, 2021, there were no such
expenses in 2022.
Net Income/Loss
For the nine months ended September 30, 2022, we had net loss of
$2,117,690, compared to a net loss of $2,747,073 for the nine
months ended September 30, 2021. The $629,383 decrease in net loss
is mainly due to the $644,838 decrease in other expenses, partially
offset by a $15,455 increase in loss from operations, as discussed
above.
We anticipate losses from operations will increase during the next
twelve months due to anticipated increased payroll expenses as we
add necessary staff and increases in legal and accounting expenses
associated with maintaining a reporting company. We expect that we
will continue to have net losses from operations for several years
until revenues from operating facilities become sufficient to
offset operating expenses, unless we are successful in the sale of
licenses for our technology.
Liquidity and Capital Resources
We have generated minimal revenues since inception. We have
obtained cash for operating expenses through advances and/or loans
from affiliates and stockholders, the sale of common stock, the
issuance of loans and convertible debentures
Net Cash Used in Operating Activities. Our primary source of
operating cash during the nine months ended September 30, 2022 was
borrowings on related party debt, third party debt and convertible
debt. Our primary uses of funds in operations were the completion
of the construction of the test facility including the testing of
the plant, the payment of professional and consulting fees and
general operating expenses.
Net cash used in operating activities was $418,843 for the nine
months ended September 30, 2022, compared to $492,940 for the same
period in 2021. The $74,097 decrease is mainly a result of a
$629,383 decrease in net loss during the nine months ended
September 30, 2022 compared to the 2021 period, as well as a
$153,408 net increase in the payments of right to use assets,
accounts payable and accrued expenses during the nine months ended
September 30, 2022 compared to the 2021 period. These decrease in
net loss and decreases in the net changes of operating liabilities
are partially offset by a $708,694 decrease in non-cash expense
adjustments such as debt discount amortization, lease asset
amortization, loan extension fees and changes in fair value of
share-settled debt.
Net Cash Used In Investing Activities. There were no
investing activities during the nine months ended September 30,
2022 or 2021.
Net Cash Provided by Financing Activities. Net cash provided
by financing activities during the nine months ended September 30,
2022 totaled $418,866, compared to $490,170 during the nine months
ended September 30, 2021. During the nine months ended September
30, 2022 and 2021, we received $428,866 and $471,570 from the
issuance of notes payable to a related party, and $0 and $18,600
from the issuance of convertible notes payable to a related party,
respectively. We repaid $10,000 and $0 in related party debt during
the nine months ended September 30, 2022 and 2021,
respectively.
Cash Position and Outstanding Indebtedness
At September 30, 2022, we had $20,785 in total assets, consisting
of $1,785 in cash and $19,000 in right to use ground lease. We had
$30,342,860 in liabilities at September 30, 2022 which consist of
$30,294,570 in current liabilities and $48,290 in long-term
liabilities. Current liabilities consist primarily of accounts
payable, accrued liabilities, short-term convertible and
non-convertible debt and related party convertible and
non-convertible debt.
At December 31, 2021, we had total assets of $29,762, consisting of
cash of $1,762 and right to use ground lease of $28,000, We had
$28,577,028 in liabilities at September 30, 2022, which consisted
of $28,483,101 in current liabilities and $93,927 in long-term
liabilities. Current liabilities consist primarily of accounts
payable, accrued liabilities, short-term convertible and
non-convertible debt and related party convertible and
non-convertible debt.
Our working capital deficit at September 30, 2022 and December 31,
2021 was $30,292,785 and $28,481,339, respectively.
Contractual Obligations and Commitments
We secured a permanent location in Gillette, Wyoming for our test
facility. The term of the lease is three years and calls for rent
of $36,000, prepaid. In April, 2021 the company signed and executed
an extension to the lease for the site at Fort Union, Wyoming for
an additional three years to April 30, 2024. The rent of $36,000
was paid in advance by the company in April, 2021.
We lease office space in New York, NY on a month to month basis, at
a monthly rate of $200 per month.
Our engineering consultants has tentatively estimated construction
costs for each one million short ton coal complete cleaning
facility of approximately $250 million (excluding land costs) or
costs and for a similar size Pristine-M-only facility of
approximately $30-35 million (excluding land costs). All
intellectual property rights associated with new art developed by
our engineering consultants remain our property.
We are also actively pursuing technology license and royalty
agreements in order to begin construction of other facilities
without incurring the capital costs associated with the
construction of future plants.
In November 2015, we entered into a month to month agreement with
South of the Rose communication to manage our Investor Relations
needs and manage social media requirements.
Construction of the coal testing plant was completed in 2015 and
testing commenced in December 2015 at the AES Coal Power Utility in
Oklahoma. As of September 30, 2022, we have paid $11,244,224 in
development costs. The facility was moved to Wyoming in the first
quarter of 2019. We anticipate that there will be an additional
cost of approximately $4.5 million to acquire the additional parts
for the second generation test facility and for its assembly.
Based on our current operational costs and including the capital
requirements for our project deployments, we estimate we will need
a total of approximately $5,500,000 to fund the Company for the
fiscal year 2022 for plant re-assembly and operating costs and an
additional $4,000,000 to continue for the following fiscal year
(2023) or until an initial commercial plant is up and running.
Off-Balance Sheet Arrangements
We have not and do not have any relationships with unconsolidated
entities or financial partnerships, such as entities often referred
to as structured finance or special purpose entities, which would
have been established for the purpose of establishing off-balance
sheet arrangements or other contractually narrow or limited
purposes. Therefore, we do not believe we are exposed to any
financing, liquidity, market or credit risk that could arise if we
had engaged in such relationships.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in prevailing market interest rates
affecting the return on our investments but do not consider this
interest rate market risk exposure to be material to our financial
condition or results of operations. We invest primarily in United
States Treasury instruments with short-term (less than one year)
maturities. The carrying amount of these investments approximates
fair value due to the short-term maturities. Under our current
policies, we do not use derivative financial instruments,
derivative commodity instruments or other financial instruments to
manage our exposure to changes in interest rates or commodity
prices.
ITEM 4. CONTROLS AND
PROCEDURES
As of September 30, 2022, we carried out an evaluation, under the
supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as
amended. Based on this evaluation, management concluded that our
financial disclosure controls and procedures were not effective due
to our limited internal resources and lack of ability to have
multiple levels of transaction review. There is a lack of
appropriate segregation of duties within the Company, no control
documentation being produced, and no one to review control
documentation if it was being produced. As of September 30, 2022,
we had two full time officers of the company.
There were no changes in internal control over financial reporting
that occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially effect,
our internal controls and procedures. We do not expect to implement
any changes to our controls and procedures until there is a
significant change in our operations or capital resources.
PART II - OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
As part of the separation agreement with Mr. Ponce de Leon, the ex
COO of the Company, the Company agreed to pay him his accrued
salary of $1,226,711 within two years but agreed to pay him
$200,000 by November 2015 out of revenues earned. As the Company
did not earn revenue in 2015 and as at December 2017 has still not
earned revenue, the obligation to Mr. Ponce de Leon is
currently in default. It is the Company’s intention to pay Mr.
Ponce de Leon immediately upon receiving revenue including any
interest that has been accrued. As of September 30, 2022, the
Company has accrued a total of $1,864,599 in accrued salary and
interest.
ITEM 1A. RISK
FACTORS
For information regarding risk factors, see “Part I. Item 1A. Risk
Factors,” in our Annual Report on Form 10-K for the year ended
December 31, 2021.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON
SENIOR SECURITIES
None.
ITEM 5. OTHER
INFORMATION
None.
ITEM 6.
EXHIBITS
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.
|
Clean Coal Technologies
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|
|
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Date: November 17, 2022
|
By:
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/s/ Aiden Neary
|
|
|
|
Aiden Neary
|
|
|
|
Chief Financial Officer
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