ITEM 1.
BUSINESS.
History and Organization
Clean Power Concepts, Inc. (the “Company”) was incorporated in the name of Loma Verde Inc. on October 17, 2005 under the laws of the State of Nevada, USA. The Company is a public company whose common shares are listed for trading on the United States Over-the-Counter Bulletin Board. The Company’s wholly owned subsidiary, Loma Verde Explorations Ltd., was incorporated in British Columbia on October 28, 2005.
On March 22, 2007, a wholly owned subsidiary of the Company, Clean Power Concepts, Inc. was incorporated under the laws of the State of Nevada. By agreement, effective April 2, 2007, Clean Power Concepts, Inc. was merged into the Company for the sole purpose of changing the Company’s name. The Company became the surviving entity and changed its name from Loma Verde Inc. to Clean Power Concepts Inc. to further reflect the Company’s anticipation of exiting the mining exploration business and pursuing other business opportunities. In conjunction with the aforementioned merger, the Company forward split its authorized, issued and outstanding common stock on a 56 new for 1 old basis. The number of shares, amount of consideration allocated to par value and additional paid-in capital have been retroactively restated to reflect this forward split.
Planned Business
The Company was originally organized for the purpose of acquiring and developing mineral properties and was therefore considered to be in the pre-exploration stage. Mineral claims, with unknown reserves, were acquired. However, since the Company did not establish the existence of commercially mineable ore deposits, it decided to abandon its mineral claims and pursue other business opportunities, one of which is the alternative energy business. Depending upon the business opportunity, we may acquire assets or technologies to develop our own business or we may seek out business opportunities with established business entities for the merger of another entity with our Company. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. Although we have identified certain technologies associated with the alternative energy business as a potential business opportunity, we have not entered into any definitive agreements and there can be no assurance that we will be able to enter into any definitive agreements. We anticipate that any new acquisition or business opportunity identified by our Company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our Company requires additional financing and we are unable to acquire such funds, our business may fail.
ITEM 1A.
ITEM 1A.
RISK FACTORS.
An investment in our securities involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding the Company contained in this Form 10K, you should consider many important factors in determining whether to purchase the shares of our Company. The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in our Company.
We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.
We had a working capital deficiency of $608,975 as of June 30, 2009. We do not have sufficient funds to independently finance the acquisition and development of prospective business opportunities in alternative industries. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate, acquire and develop a prospective property or consummate alternative business opportunities. Obtaining additional financing is subject to a number of factors, including economic factors, investor sentiment and any business opportunities or prospective property interests that we may enter into in the future. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.
We currently do not generate revenues, and as a result, we face a high risk of business failure.
We do not hold an interest in any revenue generating property and we have not identified a suitable alternative business opportunity from our mining interests. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property or alternative business. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.
Upon completion of a business opportunity or combination, there can be no assurance that we will be able to successfully manage or achieve growth of that business opportunity or combination.
Our ability to achieve growth upon the acquisition of a suitable business opportunity or business combination will be dependent upon a number of factors including our ability to hire and train management and other employees and the adequacy of our financial resources. There can be no assurance that we will be able to successfully manage any business opportunity or business combination. Failure to manage anticipated growth effectively and efficiently could have a material adverse effect on our company.
If we complete a business opportunity or combination, management of our company may be required to sell or transfer common shares and resign as members of our board of directors.
A business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new shareholders obtaining a controlling interest in our company. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the shares they hold in our company and require such individuals to resign as members of our board. The resulting change in control of our company could result in the removal of one or more of our present officers and directors and a corresponding reduction in or elimination of their participation in the future affairs of our company.
If we complete a business opportunity or combination, we may be required to issue a substantial number of common shares which would dilute the shareholdings of our current shareholders and result in a change of control of our company.
We may pursue the acquisition of a business opportunity or a business combination with a private company. The likely result of such a transaction would result in our company issuing common shares to shareholders of such private company. Issuing previously authorized and unissued common shares in the capital of our company will reduce the percentage of common shares owned by existing shareholders and may result in a change in the control of our company and our management.
We have no agreement for a business combination or other transaction and there can be no assurance that we will be able to successfully identify and evaluate a suitable business opportunity.
As at the date of this report, we have no arrangement, agreement or understanding with respect to acquiring a business opportunity or engaging in a business combination with any private entity. The success of our company following an entry into any business opportunity or business combination will depend to a great extent on the operations, financial condition and management of any identified business opportunity. While management intends to seek business opportunities and/or business combinations with entities with established operating histories, there is no assurance that we will successfully locate business opportunities meeting such criteria. In the event that we complete a business combination or otherwise acquire a business opportunity, the success of our operations may be dependent upon management of the successor firm or venture partner firm, together with a number of other factors beyond our control.
As there are a large number of established and well-financed entities actively seeking suitable business opportunities and business combinations, we are at a competitive disadvantage in identifying and completing such opportunities.
We are, and will continue to be, an insignificant participant seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are active in seeking suitable business opportunities or business combinations which may also be desirable target candidates for our company. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than our company. Consequently, we are at a competitive disadvantage in identifying possible business opportunities and completing a business combination. In addition, we will also compete with numerous other small public companies seeking suitable business opportunities or business combinations.
Our common stock is illiquid and shareholders may be unable to sell their shares.
There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.
Penny stock rules will limit the ability of our stockholders to sell their stock.
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account.
The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
The National Association of Securities Dealers, or NASD, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.
ITEM 1B.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2.
PROPERTIES.
We currently do not own any property.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS.
We are not party to any other material legal proceedings and to our knowledge no such proceedings are threatened or contemplated.
ITEM 4.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There has been no Annual General Meeting of Stockholders within the last fiscal year. No matters were submitted to a vote of security holders during the fiscal year.
PART II
ITEM 5.
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.
Effective March 21, 2007, we changed our name from “Loma Verde Inc.” to “Clean Power Concepts Inc.” to better reflect the direction and business of our company and we affected a fifty-six (56) for one (1) forward stock split of our authorized, issued and outstanding common stock. Our common shares are quoted on the OTC Bulletin Board under the symbol “CPOW”. The following table indicates the monthly high and low bid prices of our common shares during the period April 2007 to August 31, 2009.
The source of the high and low bid information above was obtained from Yahoo! Finance and reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.
Our shares of common stock are issued in registered form, Empire Stock Transfer Inc. of 470 St. Rose Pkwy, Suite 304, Henderson, NV 89074 (Telephone: 702.818.5898; Facsimile: 702.974.1444) is the registrar and transfer agent for our shares of common stock.
On June 30, 2009 the shareholder’s list of our shares of common stock showed 35 registered shareholders (including CEDE & Co.) and 50,016,000 shares of our common stock outstanding.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend (a) we would not be able to pay our debts as they become due in the usual course of business; or (b) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During the current fiscal year, we did not complete any sales of securities that were not registered pursuant to the Securities Act.
ITEM 6.
ITEM 6.
SELECTED FINANCIAL DATA.
Not applicable
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This annual report contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Financial information contained in this annual report and in our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our audited interim consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".
As used in this annual report and unless otherwise indicated, the terms "we", "us", "our" and "Clean Power" means Clean Power Concepts, Inc. and our wholly-owned subsidiary.
OVERVIEW AND PLAN OF OPERATION
The following discussion and analysis explains trends in our financial condition and results of operations for the two fiscal years ended June 30, 2009 and June 30, 2008. This discussion and analysis of the results of operations and financial condition should be read in conjunction with our audited financial statements and the related notes, as well as statements made elsewhere in this Form 10-K.
Clean Power Concepts is a start-up company focused on capitalizing on the high growth renewable energy industry. Over the past 12 months, its focus has been on creating a business to business direct sales strategy in the solar, wind and hydro generation sectors and exploring distribution channel opportunities for clean power products and services throughout North America.
As the primary focus of the past 12 months has been on developing the business model, creating an operating structure, establishing a web presence, identifying niche markets and creating market awareness, the Company has yet to generate any revenues.
Our plan of operation for the next twelve months is to concentrate on identifying business opportunities, raising capital and seeking out joint venture partners to participate in future business opportunities. We can provide no assurance, however, that we will be able to raise capital and/or continue to have the support of joint venture partners and lenders.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the shares they hold in our company and require such individuals to resign as members of our board. The resulting change in control of our company could result in the removal of one or more of our present officers and directors and a corresponding reduction in or elimination of their participation in the future affairs of our company.
The search for and analysis of new business opportunities will be undertaken by our current management. In seeking or analyzing prospective business opportunities, our management may utilize the services of outside consultants or advisors.
Management does not have the capacity to conduct as extensive an investigation of a target business as might be undertaken by a venture capital fund or similar institution. As a result, management may elect to merge with a target business which has one or more undiscovered shortcomings and may, if given the choice to select among target businesses, fail to enter into an agreement with the most investment-worthy target business. Likewise, no assurances can be given that we will be able to enter into an agreement with a target business.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis explains trends in our financial condition and results of operations for the two fiscal years ended June 30, 2009 and 2008. This discussion and analysis of the results of operations and financial condition should be read in conjunction with our audited financial statements and the related notes, as well as statements made elsewhere in this Form 10-K.
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. In determining estimates of net recoverable amounts and net realizable values, or whether there has been a permanent impairment in value for accounts receivable, inventories, capital assets, investments, patent rights and other assets, we rely on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.
By nature, asset valuations are subjective and do not necessarily result in precise determinations. Should the underlying assumptions change, the estimated net recoverable amounts and net realizable values may change by a material amount.
The consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
a.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates.
b.
Foreign Currency Translation
Our Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:
- monetary items at the rate prevailing at the balance sheet date;
- non-monetary items at the historical exchange rate;
- revenue and expense at the average rate in effect during the applicable accounting period.
c.
Income Taxes
Our Company has adopted Statement of Financial Accounting Standards No. 109 - “Accounting for Income taxes” (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
d.
Basic and Diluted Loss Per Share
In accordance with SFAS No. 128 - “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common 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. At June 30, 2009, our Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
Going Concern and continuing operations
Our consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred a net loss for the period from October 17, 2005 (inception) to June 30, 2009 of $641,775. To date the Company is still in the development stage and has no sales. Our future is dependent upon the continued support of our lenders, our ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement of our common stock and the issuance of debt. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.
Operations to date have been covered primarily from financings associated with equity transactions. There can be no assurances that we will be successful in raising additional cash to finance operations. If not, we will be required to reduce operations and/or liquidate assets. Our consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
Results of Operations for the Year Ended June 30, 2009
As the company is a development stage company, revenues for the years ended June 30, 2009 and June 30, 20087 were $Nil. Expenses for the year ended June 30, 2009 were $133,478 compared to $325,997 for the year ended June 30, 2008, a decrease of $192,519 over the preceding year, due primarily from $130,041 in decreased consulting fees incurred, $14,834 in website development costs and $14,090 in investor relations. The $133,478 in expenses includes (1) $70,554 in consulting and management fees, (2) $5,485 in accounting and audit, (3) $42,590 in interest expense, (4) $1,737 in legal and capital restructuring fees, (5) $270 for web site development and maintenance fees, (6) $9,116 in regulatory and transfer agent fees, (7) $600 in trade show, travel and promotional expenses and (7) the remaining $3,126 in general operating fees including bank charges, office and sundry, rent, telephone and communications.
The net loss for the year ended June 30, 2009 was $133,478 compared to $325,997 for the year ended June 30, 2008.
As at June 30, 2009, the Company had cash of $2,227 and liabilities of $612,015. The liabilities of $612,015 include demand loans from third parties to cover start up and initial operating expenses. The company plans to raise funds through private placements with accredited investors to pay out the demand loans and provide working capital to support operating expenses and fund the development of strategic partnerships, supplier relationships and potential acquisitions.
We estimate our general operating expenses for the next twelve month period to be as follows:
Employees
We anticipate that we will be conducting most of our business through agreements with consultants and third parties. Our President, Cory Turner and Chief Financial Officer, Ralph Proceviat do not have employment agreements with us.
Consultant Compensation
Given the early stage of our operations, we intend to continue to outsource our professional and personnel requirements by retaining consultants on an as-needed basis. We estimate that our consultant and related professional compensation expenses for the next twelve month period will be approximately $50,000.
Professional Fees
We expect to incur on-going legal, accounting and audit expenses to comply with our reporting responsibilities as public company under the United States Securities Exchange Act of 1934, as amended. We estimate such expenses for the next fiscal year to be approximately $25,000.
General and Administrative Expenses
We anticipate spending $50,000 on general and administrative costs in the next twelve month period. These costs primarily consist of expenses such as office supplies and office equipment.
Results of Operations for the Year Ended June 30, 2008
As the company is a development stage company, revenues for the years ended June 30, 2008 and June 30, 2007 were $Nil. Expenses for the year ended June 30, 2008 were $325,997 compared to $142,411 for the year ended June 30, 2007, an increase of $183,586 over the preceding year, due primarily from $142,274 in increased consulting fees incurred to explore business opportunities and $31,736 in interest expenses on third party debt. The $325,997 in expenses includes (1) $200,595 in consulting and management fees, (2) $12,240 in accounting and audit, (3) $36,227 in interest expense, (4) $14,090 in investor relations and press release costs, (5) $4,835 in legal and capital restructuring fees (6) $15,104 for web site development and maintenance fees, (7) $8,581 in regulatory and transfer agent fees, (8) $17,330 in trade show, travel and promotional expenses and (8) the remaining $16,995 in general operating fees including bank charges, office and sundry, rent, telephone and communications.
The net loss for the year ended June 30, 2008 was $325,997 compared to $142,411 for the year ended June 30, 2007.
As at June 30, 2008, the Company had cash of $18,506 and liabilities of $494,003. The liabilities of $494,003 include demand loans from third parties to cover start up and initial operating expenses. The company plans to raise funds through private placements with accredited investors to pay out the demand loans and provide working capital to support operating expenses and fund the development of strategic partnerships, supplier relationships and potential acquisitions.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive business and until such time as we consummate a business combination, we will not be exposed to risks associated with foreign exchange rates, equity prices or other market-driven rates or prices.
CLEAN POWER CONCEPTS INC. AND SUBSIDIARY
(A Development Stage Company)
JUNE 30, 2009 and 2008
MADSEN & ASSOCIATES, CPA’s INC.
684 East Vine Street, #3
Certified Public Accountants and Business Consultants
Salt Lake City, Utah, 84107
Telephone 801-268-2632
Fax 801-262-3978
Board of Directors
Clean Power Concepts, Inc. and Subsidiary
Vancouver B. C. Canada
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheets of Clean Power Concepts, Inc. and Subsidiary (development stage company) at June 30, 2009, and 2008, and the consolidated statement of operations, stockholders' equity, and cash flows for the years ended June 30, 2009 and June 30, 2008 and the period October 17, 2005 (date of inception) to June 30, 2009. 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 audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to nor were we engaged to perform an audit of its internal control over financial reporting. Our audit 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 for the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Power Concepts, Inc. and Subsidiary at June 30, 2009 and the results of operations, and cash flows for the years ended June 30, 2009 and 2008 and period October 17, 2005 (date of inception) to June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital for its planned activity and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Madsen & Associates, CPA’s Inc.
Salt Lake City, Utah, 84107
September 18, 2009
CLEAN POWER CONCEPTS INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
See the accompanying notes to the consolidated financial statements
CLEAN POWER CONCEPTS INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
See the accompanying notes to the consolidated financial statement
CLEAN POWER CONCEPTS INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
See the accompanying notes to the consolidated financial statements
CLEAN POWER CONCEPTS INC. AND SUBSIDIARY
(A Development Stage Company
CONSOLIDATED STATEMENT OF
SHAREHOLDERS’ (DEFICIENCY) EQUITY
PERIOD FROM INCEPTION, OCTOBER 17, 2005 TO JUNE 30, 2009
See the accompanying notes to the consolidated financial statements
CLEAN POWER CONCEPTS INC. AND SUBSIDIARY
(A Development Stage Company
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009 AND 2008
Note 1
NATURE AND CONTINUANCE OF OPERATIONS
Loma Verde Inc. (the “Company”) was incorporated on October 17, 2005 under the laws of the State of Nevada, USA. The Company is a public company whose common shares are listed for trading on the United States Over-the Counter Bulletin Board. The Company organized its wholly owned subsidiary, Loma Verde Explorations Ltd., which was incorporated in British Columbia on October 28, 2005.
The Company was organized for the purpose of acquiring and developing mineral properties and was therefore considered to be in the pre-exploration stage. Mineral claims, with unknown reserves, had been acquired. However, since the Company had not established the existence of a commercially mineable ore deposit, it has decided to abandon its mineral claims and pursue other business opportunities.
On March 22, 2007, a wholly owned subsidiary of the Company, Clean Power Concepts, Inc. was incorporated under the laws of the State of Nevada. By agreement, effective April 2, 2007, Clean Power Concepts, Inc. was merged into the Company for the sole purpose of changing the Company’s name. The Company became the surviving entity and changed its name form Loma Verde Inc. to Clean Power Concepts Inc. to further reflect the Company’s anticipation of exiting the mining exploration business and pursuing other business opportunities. In conjunction with the aforementioned merger, the Company forward split its authorized, issued and outstanding common stock on a 56 new for 1 old basis. The number of shares, amount of consideration allocated to par value and additional paid-in capital have been retroactively restated to reflect this forward split from date of inception.
With the abandonment of its mineral claims, we are simultaneously seeking alternate business opportunities in other industries, one of which is the alternative energy business.
Note 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts is computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Clean Power Concepts, Inc. (parent) and its subsidiary from their inception. All significant intercompany accounts and balances have been eliminated in consolidation.
Evaluation of Long-Lived Assets
The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.
On June 30, 2009, the Company had a net operating loss carry forward of $641,775 for income tax purposes. The tax benefit of approximately $192,000 from the loss carry forward has been fully offset by a valuation reserve because the future tax benefit is undeterminable since the Company is unable to establish a predictable projection of operating profits for future years. The carry forward losses will expire in 2029.
Foreign Currency Translation and Transactions
The Company’s functional currency is United States dollars and the consolidated financial statements are stated in United States dollars, “the reporting currency.” Transactions undertaken in currencies other than the reporting currency are translated at the exchange rate in effect as of the transaction date. Expenses paid in Canadian dollars have been converted at the transaction date and are included in the statement of operations.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of a service provided.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
Financial Instruments
Due to their short term maturities, the carrying amounts of financial instruments are considered by management to be their fair value.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
Off-Balance Sheet Arrangements
During 2009 and 2008, the Company did not use off-balance sheet arrangements.
Note 3
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Of the $82,623 in accounts payable and accrued liabilities $56,100 is related to amounts owing to its officers and directors for the past consulting services performed.
The $20,183 due to a related party consists of cash advances made by a director of the Company. This amount is unsecured, non-interest bearing and has no specific terms of repayment.
As indicated in Note 7 Subsequent Events, the Company received $34,600 on August 18, 2009 and is obligated to issue 494,286 shares from treasury to a director of the Company
Note 4
SHORT TERM ADVANCES AND DEMAND LOAN
The Company has received short term advances from third parties totaling $425,900 that are payable on demand, unsecured and bear interest at an annual rate of ten percent. Interest accrued on these advances amount to $83,309 as at June 30, 2009. It is anticipated that these loans will be paid down through the proceeds from a private placement equity financing with accredited investors.
Note 5
CAPITAL STOCK
As of June 30, 2009, we had 50,016,000 shares of common stock issued and outstanding. On March 7, 2007, our board of directors approved a 56 for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. The forward stock split was effective with the Secretary of State of Nevada on March 21, 2007. As a result, our authorized capital increased from 200,000,000 shares of common stock to 11,200,000,000 shares of common stock. Our issued and outstanding share capital increased from 2,561,000 shares of common stock to 143,416,000 shares of common stock. On April 23, 2007, several of our insiders returned an aggregate of 93,400,000 shares of our common stock to our company for cancellation without consideration. The Statement of Stockholders Equity has been re-stated to show the effect of the forward stock split. The weighted average number of shares outstanding as at June 30, 2009 amounted to 50,016,000.
Note 6
GOING CONCERN
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $641,775 since its inception, has a working capital deficiency of $608,975 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.
The Company intends to seek business opportunities that will provide a profit and sustainable growth. However, the Company does not have the working capital necessary to be successful in this effort and to service its debt, which raises substantial doubt about its ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans from related parties, and equity funding, which will enable the Company to operate for the coming year.
Note 7
SUBSEQUENT EVENTS
On August 18, 2009, the Company received $34,600 pursuant to a private placement subscription agreement with an officer and director. The Company has an obligation to issue 494,286 shares of restricted common stock to an officer and director, a non -U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
During the period ended June 30, 2009 to the best of the Company’s knowledge, there have been no disagreements with Madsen & Associates, CPA's Inc. on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Madsen & Associates, CPA's Inc. would have caused them to make a reference in connection with its report on the financial statements as at June 30, 2009.
ITEM 9A.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation
Our management, with the participation of our Chief Executive Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2009. Based on this evaluation, our management has concluded that our disclosure controls and procedures adequately ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The evaluation did not identify any change in our internal control over financial reporting that occurred during the quarter ended June 30, 2009 that has materially affected or is reasonably likely to materially affect our internal control over such reporting.
The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive officer, or persons performing similar functions, and effected by the registrant's Board of Directors, management and other personnel, 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 and includes those policies and procedures that:
(1)
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
(2)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
(3)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the registrant's assets that could have a material effect on the financial statements.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2009 using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2009, the Company determined that there were control deficiencies that constituted material weaknesses, as described below:
(1)
Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no audit committee and there is an inadequate amount of review by management of the financial statement reporting process. There is no policy on fraud and no code of ethics at this time, though the Company plans to implement such policies in fiscal 2009. A whistleblower policy is not necessary given the small size of the organization
Management is currently evaluating remediation plans for the above control deficiency.
Accordingly, the Company concluded that this control deficiency resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2009 based on criteria established in Internal Control-Integrated Framework issued by COSO.
Changes in Internal Controls
During the period ended June 30, 2009 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Remediation Initiatives
Although our Company is unable to meet the standards under COSO because of the limited funds available to a company of our size and stage of development, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.
Attestation Requirement
This annual report does not include an attestation report of the registered public accounting firm of the Company regarding internal control over financial reporting. The management’s report on internal controls over financial reporting was not subject to attestation by the registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only a management’s report in this annual report.
ITEM 9B.
ITEM 9B.
OTHER INFORMATION
None
PART 111
ITEM 10.
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Officers and Directors and their backgrounds
Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.
Cory Turner
On March 16, 2007, Mr. Turner was appointed President and director of the Company. Mr. Turner brings an expertise in marketing and sales of advancing technology to our company. Although he is directly responsible for the growth of the organization, his key focus will be in initially setting up the sales channels for our company. He has been involved in the wireless industry for over 10 years, as a senior sales executive for Wireless Age Communications Ltd., a publicly traded company based in Western Canada. Prior to that Cory was involved in the management of hospitality establishments where he developed and initiated major training programs.
Mr. Turner has developed many significant sales campaigns and programs, sales training manuals, employee management programs and was extensively involved in the direct management of sales and sales support teams.
Ralph Proceviat, C.A.
On June 1, 2007, Ralph Proceviat, CA, was appointed Chief Financial Officer of the company. Mr. Proceviat brings significant experience and expertise to our company at the executive management level and will play a key role in working with the management team and board in executing the Company’s business plan. In addition to his background as a CFO, Mr. Proceviat has been CEO of a number of successful public and private spanning a variety of leading edge industries operating across North America. As a Chartered Accountant Mr. Proceviat has more than 25 years of experience with progressive and innovative companies. Having lived in California and in Western Canada, Mr. Proceviat has a thorough understanding and awareness of the market dynamics in the areas where the Company intends to forward its business initiatives.
Significant Employees
Other than our sole director and officers described above, we do not expect any other individuals to make a significant contribution to our business.
Family Relationships
There are no family relationships among our officers, directors or persons nominated for such positions.
No Legal Proceedings
None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:
- any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
- being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
- being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Compliance with Section 16 (a) of the Exchange Act
The Company knows of no director, officer, beneficial owner of more than ten percent of any class of equity securities of the Company registered pursuant to Section 12 (“Reporting Person”) that failed to file any reports required to be furnished pursuant to Section 16(a). Other than those disclosed below, we know of no Reporting Person that failed to file the required reports during the most recent fiscal year except as shown below.
The following table sets forth as at June 30, 2009, the name and position of each Reporting Person that filed any reports required pursuant to Section 16 (a) during the most recent fiscal year.
Name
Position
Form
Date Report Filed
Cory Turner
Chief Executive Officer, President and
Director
March 20, 2007
Ralph Proceviat
Chief Financial Officer
Not Filed
ITEM 11.
ITEM 11.
EXECUTIVE COMPENSATION
Cash Compensation
There was no cash compensation paid to any director for their services as directors during the year ended June 30, 2009. Consulting fees in the amount of $30,000 to Cory Turner and $24,000 to Ralph Proceviat were accrued during the fiscal year. Subsequent to June 30, 2009, expense reimbursement in the amount of $2,100 was paid to Cory Turner.
Compensation of Directors
We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
Bonuses and Deferred Compensation
None
Compensation Pursuant to Plans
None
Pension Table
None
Other Compensation
None
Compensation of Directors
None
Termination of Employment
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP of CERTAIN BENEFICIAL OWNERS and MANAGEMENT and RELATED STOCKHOLDER MATTERS
The following table sets forth, as at August 28, 2009, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his/her shares and possesses sole voting and dispositive power with respect to the shares.
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of August 28, 2009 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.
(2) Percentage based on 50,016,000 shares of common stock outstanding on August 28, 2009, including shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of September 22, 2008 which are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.
3) Pursuant to an August 18, 2009 private placement subscription agreement entered into with the Chief Executive Officer, there is an obligation to issue 494,286 shares of restricted common stock. These shares are in the process of being issued. As of June 30, 2009 the President owns no shares of the Company.
Future Sales by Existing Shareholders
As of August 28, 2009 there are a total of 50,016,000 shares of our common stock issued and outstanding. Of these shares, 20,000,000 are ‘restricted shares’ as defined in Rule 144 of the Securities Act of 1933. Under Rule 144 restricted shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.
The Company does not have any securities that are convertible into common stock. We have not registered any shares for sale by security holders under the Securities Act other than as disclosed in this Form 10K.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others
There were no material transactions, or series of similar transactions, since inception of the Company and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own, or beneficially own, more than 5% of any class of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.
Transactions with Promoters
We do not have promoters and have had no transactions with any promoters.
ITEM 14.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years ended June 30 for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements and review of financial statements included in the registrant’s Form 10-QSB filings amounted to $5,485 in 2009 and $4,915 in 2008.
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years ended June 30, 2009 and 2008 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Clean Power Concepts, Inc. financial statements and are not reported under Item 9 (e)(1) of Schedule 14A were $NIL.
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years ended June 30 for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was $NIL.
(4) All Other Fees
There were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.
(5) Audit Committee’s Pre-approval Policies
Our board of directors, who acts as our audit committee, has adopted a policy governing the pre-approval by the board of directors of all services, audit and non-audit, to be provided to our company by our independent auditors. Under the policy, the board of directors has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the board of directors must be submitted to the board of directors by the independent auditors, and the independent auditors must advise the board of directors as to whether, in the independent auditor's view, the request or application is consistent with the Securities and Exchange Commission's rules on auditor independence.
The board of directors has considered the nature and amount of the fees billed by Madsen & Associates, CPA’s Inc. and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of Madsen & Associates, CPA’s Inc.
(6) Audit hours incurred
Not applicable.
PART IV
ITEM 13.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are included as part of this report by reference:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CLEAN POWER CONCEPTS INC.
By:
/s/ Cory Turner
Cory Turner
President, Chief Executive Officer, and Director
(Principal Executive Officer)
Date: September 28, 2009
By:
/s/ Ralph Proceviat
Ralph Proceviat
Chief Financial Officer
(Principal Financial Officer)
Date: September 28, 2009