-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JoLSlXIJNfknne27wycVHFM4cJm6ExxesMPrVV5nbWL5WQbpLy8MbUjSAyE9H+6g 5aiq0fl8tt66+EbKQwjwJg== 0001369270-07-000164.txt : 20071128 0001369270-07-000164.hdr.sgml : 20071128 20071128132143 ACCESSION NUMBER: 0001369270-07-000164 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070831 FILED AS OF DATE: 20071128 DATE AS OF CHANGE: 20071128 EFFECTIVENESS DATE: 20071128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAN POWER TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001282387 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 980413062 STATE OF INCORPORATION: NV FISCAL YEAR END: 0806 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51716 FILM NUMBER: 071270952 BUSINESS ADDRESS: STREET 1: 436-35 AVENUE N.W. CITY: CALGARY STATE: A0 ZIP: T2K 0C1 BUSINESS PHONE: 4032772944 MAIL ADDRESS: STREET 1: 436-35 AVENUE N.W. CITY: CALGARY STATE: A0 ZIP: T2K 0C1 FORMER COMPANY: FORMER CONFORMED NAME: SPHERE OF LANGUAGE DATE OF NAME CHANGE: 20040302 NT 10-K 1 form12b25august2007filing.htm FORM 12B-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 12b-25


NOTIFICATION OF LATE FILING

OMB APPROVAL

OMB Number:  3235-0058

Expires: April 30, 2009

Estimated average burden

hours per response ..............2.50


SEC FILE NUMBER: 000-51716

CUSIP NUMBER:  18450Q 109


(Check One): ­­   X   Form 10-K        Form 20-F        Form 11-K          Form 10-Q    ___Form 10-D       Form N-SAR

        ____Form N-CSR


For Period Ended:  August 31, 2007


[  ]  Transition Report on Form 10-K

[  ]  Transition Report on Form 20-F

[  ]  Transition Report on Form 11-K

[  ]  Transition Report on Form 10-Q

[  ]  Transition Report on Form N-SAR

For the Transition Period Ended:


Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION


Full Name of Registrant:    CLEAN POWER TECHNOLOGIES INC.


Former Name if Applicable:  

 

Address of Principal Executive Office (Street and Number):  436-35TH AVENUE N.W


City, State and Zip Code:    CALGARY, ALBERTA T2K 0C1


PART II - RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)      X   


(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.

(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)  The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III – NARRATIVE


State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed)


The Form 10-KSB for the period ended August 31, 2007 will not be submitted by the deadline due to a situation where the workload exceeds available personnel. Certain events and activities during and subsequent to the end of the reporting period required the reallocation of time normally used for the preparation of the report.  The Registrant was unable to complete analysis of all financial and non-financial information needed to be included in the report.  As a result, the Registrant’s independent auditors were not able to complete their review of the financial statements prior to November 29, 2007.  The Registrant fully expects to be able to file within the additional time allowed by this report.


Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



PART IV - OTHER INFORMATION


(1)  Name and telephone number of person to contact in regard to this notification


ABDUL MITHA

403

277-2944

 (Name)

(Area Code)

(Telephone Number)


(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).       X      Yes               __ No


(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?       X      Yes         __ No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


During the most recently completed fiscal year the Company continued developing its gas/steam or diesel/steam hybrid technology through its wholly owned subsidiary Clean Power Technologies Limited.


The Company is a development stage company currently and has earned no revenues in the fiscal years ended August 31, 2007 or 2006.  The Company expects to report losses of approximately $3,251,000 for the fiscal year ending August 31, 2007 as compared to losses of $311,435 for the fiscal year ending August 31, 2006.  The substantial increase in operational losses is a direct result of the increased activity in the Company during the recent 12 month period, and in particular the operations of Clean Power Technologies Limited, a wholly owned subsidiary involved in the active development of a new technology.  The major categories resulting in the Company’s expected losses of $3,251,000 are approximated as follows:  Salaries and consulting fees - $428,900; Research and development costs - $558,000; Professional fees - $828,000; Office and administrative expenses - $432,600, Stock based compensation - $611,500; Depreciation - - $94,000; Interest expenses - $118,000; and directors fees of $180,000.  Costs related to the effects of foreign exchange on cash (which are not included in the net loss for the period) are expected to total approximately $32,800.


Results reported from May 12, 2006 (date of inception) to the fiscal year ended August 31, 2006 were as follows: Salaries and consulting fees - $94,643; Research and development costs - $65,405; Professional fees - $56,990; Office and administrative expenses - $44,527, Depreciation - $9,238; Interest expenses - $5,799; Organization costs - $2,500; Stock-based compensation - $32,333.  Costs related to the effects of foreign exchange on cash totaled $12,404.  


CLEAN POWER TECHNOLOGIES INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



Date:  November 28, 2007

By:   /s/ Abdul Mitha

Name and Title:  Abdul Mitha, President


INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.


ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).


GENERAL INSTRUCTIONS


1.  This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.


2.  One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act.  The information contained in or filed with the form will be made a matter of public record in the Commission files.


3.  A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.


4.  Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished.  The form shall be clearly identified as an amended notification.


5.  Electronic Filers.  This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties.  Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply for an adjustment in filing date pursuant to rule 13(b) of Regulation S-T (section 232.13(b) of this chapter.

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